/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/030319.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Wednesday, March 19, 2003, Vol. 4, No. 55 Headlines * F R A N C E * AIR LIB: Buyers Confirm Intention to Offer Bids for Assets VIVENDI UNIVERSAL: Plans to Hold on to Stake in Maroc Telecom * G E R M A N Y * ALLIANZ AG: Escapes Significant Obligation in Fund Manager KIRCHMEDIA: Successfully Concludes Negotiations for Sale Assets * I R E L A N D * ELAN CORP: Files Suit Against King Pharmaceuticals in U.S. * I T A L Y * WIND: To Submit Report to EU Commission Early in April * L U X E M B O U R G * SISTEMA FINANCE: Fitch Assigns Rating to Planned Bond Issue SISTEMA FINANCE: S&P Rates Proposed Debt Issue 'B-' * N E T H E R L A N D S * KONINKLIJKE AHOLD: Subscribers to Savings Scheme to File Lawsuit ROYAL PHILIPS: To Decide on IPO of Joint Venture With LG * S W E D E N * LM ERICSSON: Assembles New Executive Management Team LM ERICSSON: Reaches Settlement in Patent Infringement Suit * S W I T Z E R L A N D * CREDIT SUISSE: Mum on Churchill Insurance Sell-off Speculations ZURICH FINANCIAL: Talks With SNS Reaal About Possible Asset Sale * U N I T E D K I N G D O M * ABERDEEN ASSET: 100 Heads in Line to Go Under Outsourcing Scheme AMEY PLC: Announces Completion of Sale of PFI Portfolio BRITISH SKY: BBC Still Plans to End Broadcasting Contract BUZZ: Ryanair Relaunches 13 Routes With Increased Frequencies CORUS GROUP: Successfully Reassured Market Regarding Future EMI GROUP: Rate of Interest of Bonds Due 2008 to Increase EMI GROUP: Private Equity Group Eyes Business as Takeover Target GALA GROUP: Still on CreditWatch Negative After Bond Offering GALA GROUP: Still on CreditWatch Negative After Bond Offering MARCONI PLC: Fees Paid to Advisers Reaches GBP75 Million MYTRAVEL GROUP: Cuts Jobs and Shutters Shops in Retail Arm PIZZAEXPRESS PLC: Receives Takeover Bid From Venture Capitalists P&O PRINCESS: Shareholder Documents Relating to DLC Posted P&O PRINCESS: Shareholder Meeting Dates Set for April 2003 ROYAL & SUN ALLIANCE: Informs Public of Changes in Board SCOTTISH & NEWCASTLE: S&P Revises Outlook to Negative SPIRENT PLC: Records GBP1 Billion Pre-Tax Loss in Results SPIRENT PLC: Agrees to Divest Interests in WAGO Companies TEXSTYLE WORLD: Administrator Negotiates Sales With Harry Corry =========== F R A N C E =========== AIR LIB: Buyers Confirm Intention to Offer Bids for Assets ---------------------------------------------------------- French charter airline Aeris and a group comprising Virgin Express and French shipping company CMA-CGM will bid for the assets of bankrupt regional aircraft carrier Air Lib, according to AFX. A French commercial court ordered the liquidation of the #2 French airline after the carrier failed to renew its operating license. At stake in addition to the assets are Air Lib's 45,000 take off and landing slots in Paris' Orly airport. A spokeswoman for CMA-CGM confirmed the move, adding that she expects a response by the end of this month. Meanwhile, Alexandre Scherer, vice-president of marketing at Aeris, indicated his group could form a joint bid with Alexandre Couvelaire, the former president of regional carrier Air Liberte. Aeris plans to hire 500-650 former Air Lib employees as part of its bid, according to Scherer. CONTACT: AIR LIB 42 Rue F. Forest Imm. Le Sommet 97122 Jarry-Baie Mahault Phone: +590-(0)5.90.32.56.00 Fax: +590-(0)5.90.26.64.02 Home Page: http://www.air-liberte.fr/ VIVENDI UNIVERSAL: Plans to Hold on to Stake in Maroc Telecom ------------------------------------------------------------- Vivendi Universal plans to keep its 35% stake in Maroc Telecom and consolidate it with the group's Cegetel operations, French daily Le Figaro. The move, which is expected to avert a capital loss of between EUR800 million and EUR1 billion, deflects from expectations that the company would sell the asset. Vivendi could actually opt to purchase a further 16% of Maroc Telecom in September. It might use the proceeds from any sale of its U.S. Entertainment activities to finance the purchase, according to the report. Vivendi will finalize its decision before this summer. The company obtained control of 70% of Cegetel, France's leading private telecommunications operator, after it acquired British Telecommunication's 26% stake in Cegetel in January. CONTACT: VIVENDI UNIVERSAL (Investor Relations) (Paris) Daniel Scolan Phone: +33 (1).71.71.1470 or Laurence Daniel Phone: +33 (1).71.71.1233 or (New York) Eileen McLaughlin Phone: 212/572-8961 ============= G E R M A N Y ============= ALLIANZ AG: Escapes Significant Obligation in Fund Manager ---------------------------------------------------------- Allianz was saved from having to shell out at least US$2 billion under a contract with Pacific Life, a minority shareholder in one of its fund management businesses. The German insurer escaped the obligation after the investor agreed not to exercise a put option that would have forced the German insurer to buy out the minority stake in US fixed-income specialist fund manager Pimco. Analysts had expected Allianz to embark on a EUR5 billion (US$5.4 billion) fund raising through an equity or debt issue to finance the acquisition. Allianz bought 67% of Pimco from Pacific Life for EUR3.7 billion three years ago when it was then boosting its fund management operations. Under the deal, Pacific Life could have forced Allianz to buy its stake on the last business day of any quarter from January this year. Allianz said that the put option was not being exercised for strategic reasons, not financial expediency, according to the Financial Times. The agreement had been revised to maintain the ownership structure in the coming years, the insurer said. KIRCHMEDIA: Successfully Concludes Negotiations for Sale Assets --------------------------------------------------------------- The long bidding process for the core business of KirchMedia has successfully concluded. Insolvency manager Dr. Michael Jaffe and the Kirch Media management have agreed on all material and economic terms of the respective contracts with American media investor Haim Saban and the representatives of the Saban Group. In a first step the parties signed the contract on the purchase of the majority in ProSiebenSat.1 Media AG. According to this contract, a newly founded subsidiary company of Saban Group is acquiring from the insolvent KirchMedia GmbH & Co. KGaA 36 percent of the ordinary shares (72 percent of the voting rights) of the TV channel group. The contract on the acquisition of the film library and the film trade business is going to be signed within the next 10 days. The parties have agreed on the terms of this contract as well. However, until the final signing, around 40.000 pages have to be finally checked and compiled into a comprehensive contractual agreement including a number of appendices. The deal will close following the approval of the creditor committee of KirchMedia, the Bundeskartellamt (federal anti-trust authorities) and the KEK (the federal regulatory body for media concentration in Germany). The contract partners have agreed on confidentiality concerning the purchasing price. "We are extremely excited about the opportunity that lies ahead for us in rebuilding Germany's greatest media assets," said Haim Saban. "I am confident that with our extensive experience and contacts in the global media industry combined with the contin- ued hard work and commitment of the talented management team and employees of KirchMedia and ProSiebenSat.1 Group, we will be well positioned for significant long-term growth as advertising levels recover and overall economy improves in the world's second largest media market." Insolvency administrator Dr. Jaffe welcomes the "pleasant and professional atmosphere during negotiations." He is confident that the closing and with that execution of the contract "will be quickly completed." Managing director Hans-Joachim Ziems regards the commonly achieved results "as highly satisfactory for all participants." Ziems: "We are particularly pleased that we were able to continue the operation of the core assets as a fully integrated media company and that we have found a partner with such extensive global media experience as Haim Saban and his managers." For managing director Wolfgang van Betteray this one-year task in Ismaning was the most challenging assignment of his career." Before the signing of the contracts the insolvency court in Munich has decided by order of the management of KirchMedia and the solicitor Dr. Jaffe to annul the insolvency. Dr. Jaffe was then appointed insolvency administrator in a so-called regulation insolvency proceeding. This gives the buyer the largest possible legal security. The present managing director Ziems will continue to be available as a consultant, his colleague van Betteray will advise on several projects. Ziems conclusion: "Together with the sale of the sports rights group last October and further companies in the production and services sector the most important assets of KirchMedia, an estimated 85% of the asset side, have been sold". Given the large number of not yet sold smaller subsidiary and affiliated companies in Germany and abroad as well as further tasks Dr. Jaffe is expecting a proceedings period of 12 to 15 years. Saban group is a private investment firm specializing in the media and entertainment industries. TV specialist Haim Saban founded Saban Entertainment and the TV network Fox Family Worldwide. In fall 2001 in Saban sold Fox Family Worldwide to the Walt Disney Corporation. Saban has decades of experience in the TV business, including the production and distribution of children and family shows as well as the film rights trade and the operation of TV channels. The Haim Saban group is being advised by the investment bank Rothschild, the law firms Freshfields Bruckhaus Deringer and Hogan & Hartson Raue and the financial communications agency Citigate Dewe Rogerson. CONTACT: KIRCHMEDIA GMBH & CO KGAA Rudolf Wallraf RW-Konzept GmbH Phone: +49 (0)9 99562324 Mobile: +49 (0)3 2678888 Hartmut Schultz Hartmut Schultz Kommunikation GmbH Phone: +49 (0)89 99806220 Mobile: +49 (0)170 4332832 SABAN GROUP in Germany: Bernhard Meising Phone: +49 (0)211 5775902 Elisabeth Ramelsberger Phone: +49 (0)211 5775913 Citigate Dewe Rogerson GmbH in USA: Stephanie Pillersdorf Phone: +1 212 687 8080 Citigate Sard Verbinnen ============= I R E L A N D ============= ELAN CORP: Files Suit Against King Pharmaceuticals in U.S. ---------------------------------------------------------- Elan Corporation, Plc announced that it has filed a lawsuit against King Pharmaceuticals, Inc. and certain of its subsidiaries in the Supreme Court of the State of New York to compel King to perform its agreement to complete its previously announced purchase of Elan's primary care franchise (principally consisting of Elan's U.S. and Puerto Rican right to Sonata(TM) (zaleplon) and Skelaxin(TM) (metaxalone)). 'King Pharmaceuticals has made a number of public statements that call into question its willingness to honor its obligation to complete the transaction in accordance with its agreement. Upon the receipt of Elan shareholder approval at the Extraordinary General Meeting to be held in Dublin on Tuesday, we strongly believe that all conditions required for the closing of the transaction will have been satisfied. Therefore, any refusal by King to close the transaction in accordance with its agreement has no basis and is unjustified' G. Kelly Martin, President and Chief Executive Officer of Elan said. 'The primary care transaction is a critical component of our recovery plan and this is a necessary step for the protection of our shareholders and our company,' Martin added. Elan is focused on the discovery, development, manufacturing, selling and marketing of novel therapeutic products in neurology, pain management and autoimmune diseases. Elan shares trade on the New York, London and Dublin Stock Exchanges. ========= I T A L Y ========= WIND: To Submit Report to EU Commission Early in April ------------------------------------------------------ The Italian government will submit to the European Union Commission early in April the details of capital increases that state-owned company Enel gave to Wind, a person close to the government said. The Commission has given the state until the end of the month to provide the information in relation to its investigation on whether Italy breach competition rules by providing Wind EUR1.3 billion in loans. The regulators are concerned that the grant might have enabled Italy's second largest communications group to offer services at cut-rate prices, thus endangering competition. European state aid rules forbid state-owned companies from giving loans at rates below the market interest rate. According to the report, the regulators believe that if the expected rate of return was below the one Enel could have obtained on other investments, the capital injections could be classified as illegal state aid. Wind stands to repay the aid once the Commission, headed by Mario Monti, has proven that the loan gave it unfair advantage over competitors. =================== L U X E M B O U R G =================== SISTEMA FINANCE: Fitch Assigns Rating to Planned Bond Issue ----------------------------------------------------------- Fitch Ratings, the international rating agency, has assigned a 'B' rating to Sistema Finance S.A.'s planned guaranteed senior secured notes due 2008. Sistema Finance is a Luxembourg-based finance subsidiary of JSFC Sistema. These notes are to be guaranteed by JSFC Sistema and the notes and the guarantee are to be secured by a lien over shares of Mobile Telesystems (MTS). The Rating Outlook is Stable. Fitch has also affirmed the 'B' international foreign currency and Local currency senior unsecured ratings for JSFC Sistema. The Rating Outlook on these ratings is Stable. Fitch understands the documentation will provide that Sistema Finance will be required to pledge sufficient shares to ensure that the issue is 1.2 times (x) covered by the market value of MTS shares at the time of issue. The documentation will not incorporate provisions for the security to be topped up if the value of MTS shares changes, after issuance of the notes. The documentation will also incorporate provisions in respect of change of control, cross default, a negative pledge and consolidated total debt to be maintained at less than 3.5x consolidated EBITDA, calculated according to a formula described in detail in the Offering Memorandum. Fitch would like to bring to investors' attention the fact that the group (including MTS) has credit arrangements including negative pledge provisions that allow for a proportion of the book value of total assets to be pledged as security, up to a pre-determined percentage. Any asset impairment charges could expose the limited protection afforded to investors, by these provisions. Currently JSFC Sistema has interests in over 200 enterprises in different sectors of the economy, including telecommunications (MTS, MGTS, MTU-Inform, Telmos, and a number of other leading telecommunications companies), technology (Concern Scientific Centre), insurance (ROSNO), real estate and construction (SISTEMA-HALS), oil and oil products (Nedra), retail (Detsky Mir), finance and securities (MBRD), mass media (newspapers Rossia, Smena, Metro, Literaturnaya Gazeta), travel services (VAO Intourist),pharmaceuticals (Medical Technological Holding, or MTH). CONTACT: FITCH RATINGS Raymond Hill Phone: +44 (0)20 7417 4314 or Larissa Malycheva Phone: +44 (0)20 7417 4207 SISTEMA FINANCE: S&P Rates Proposed Debt Issue 'B-' --------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B-' long-term debt rating to the proposed five-year senior secured notes issued by Sistema Finance S.A., a fully guaranteed subsidiary of AFK Sistema (Sistema). The rating assumes that the total parent debt of Sistema, including that of Sistema Finance, will remain under $750 million following the notes issue. At the same time, Standard & Poor's affirmed its 'B-' long-term corporate credit rating on Sistema--a Russia-based diversified holding company with major investments in telecommunications and minor investments in tourism, retail, electronics, insurance, banking, construction, real estate, oil, and mass media. The outlook is stable. "The issue rating is based on the assumption that proceeds from the proposed bond issue will be used to finance the acquisition of increased equity interests in Sistema's core telecommunications asset," said Standard & Poor's credit analyst Pavel Kochanov. Sistema's financial profile will weaken due to the expected increase in total consolidated debt and restrictive covenants of the bond issue. At Sept. 30, 2002, debt was $149 million. The increased leverage should, however, be partially offset by the increased value of Sistema's listed investment portfolio following the planned acquisition of 10% of T-Mobile International AG's, a subsidiary of Deutsche Telekom AG (BBB+/Stable/A-2), equity interest in Mobile TeleSystems OJSC (MTS; B+/Stable/--). "If Sistema does not complete the planned acquisition of the stake in MTS, and instead uses the proceeds for other purposes, it may reduce the asset coverage of Sistema's debt and could have negative credit rating implications," added Mr. Kochanov. Nevertheless, the stable outlook and ratings on Sistema assume that total debt will remain sufficiently covered by the market value and strong performance of the company's listed interests in MTS and other telecom assets, including Moscow-based fixed-line operator JSC Moscow City Telephone Network (MGTS; foreign currency B-/Stable/--). Furthermore, Standard & Poor's expects that dividends and interest payments received by Sistema from its subsidiaries should cover the interest payments on the notes, if MTS and MGTS continue to perform strongly. ===================== N E T H E R L A N D S ===================== KONINKLIJKE AHOLD: Subscribers to Savings Scheme to File Lawsuit ---------------------------------------------------------------- Workers at Ahold's supermarket Albert Heijn are planning to file a lawsuit against the retailer over a company savings scheme whose value fell along with the company's shares. Investors claimed they lost an amount proportional to what Ahold lost when its shares went down after admitting a US$500 million gap in its accounts. After the discovery of the irregularity, Royal Ahold tried to reassure customers that its loyalty stamps program is going as planned by handing out leaflets at its Albert Heijn supermarket stating that the value of the stamps is guaranteed. About 148,000 customers participate in the company's customer loyalty savings plan, exchanging stamps for savings. The leaflet campaign came after clients handed out their loyalty stamps in fear they would become worthless in the wake of the company's involvement in accounting irregularities, and the collapse of its share. Ahold invests half of all customer deposits in Ahold shares. CONTACT: ROYAL AHOLD Albert Heijnweg 1 1507 EH Zaandam, The Netherlands Phone: +31-75-659-9111 Fax: +31-75-659-8350 Home Page: http://www.ahold Contact: Hendrikus de Ruiter, Chairman ROYAL PHILIPS: To Decide on IPO of Joint Venture With LG -------------------------------------------------------- Philips CEO Gerard Kleisterlee said the company will decide about an initial public offering of LG-Philips, its 50-50 venture with LG Electronics Co., in the next few weeks. Speaking with International Herald Tribune, the executive said the management recognized that "the LCD joint venture will need significant capital to stay ahead." He pegged the amount needed to capitalize the growth in LCDs at over US$2 billion, and said that the management is "reviewing all financing possibilities." "Additional equity investors or potentially going to the market are certainly options we are looking at. A decision will be taken in the coming weeks," he said. Fitch last month changed the rating Outlook of the company's 'BBB+' Senior Unsecured and 'F2' short-term ratings from Positive to Stable. The action reflects the agency's concern "that it might take the company longer than anticipated to significantly improve operating margins in a sustainable manner and to fully restore its financial profile." Fitch added that, "the operating environment is likely to remain tough in 2003 and the timing of a true recovery in Philips' technology segments is still uncertain." =========== S W E D E N =========== LM ERICSSON: Assembles New Executive Management Team ---------------------------------------------------- Per-Arne Sandstrom was appointed First Executive Vice President and Deputy CEO at Ericsson. Karl-Henrik Sundstrom was appointed Chief Financial Officer and Executive Vice President. Per-Arne Sandstrom and Karl-Henrik Sundstrom will together with Ericsson's new President and CEO Carl-Henric Svanberg form the new Executive Management Team for the Ericsson Group, effective April 8, 2003. Per-Arne Sandstrom has 15 years of experience from Ericsson including the position as President of Market Area North America and as Head of former Business Unit GSM Systems. Per-Arne Sandstr"m has in his previous role as Chief Operating Officer driven the restructuring of the company. He will continue heading the ongoing restructuring work and will also increase his focus on business relations. Karl-Henrik Sundstrom has 18 years of experience from different leading capacities within Ericsson, most recently as Vice President and General Manager Business Unit Global Services. Karl-Henrik Sundstrom has previously been Head of Market Unit Australia and New Zealand. He has also been Senior Vice President and Corporate Treasurer as well as responsible for customer financing and has ten years of experience from various business controlling positions. Sten Fornell, currently CFO, will leave the company at the end of 2003 and will be advising the new executive management in financial matters during the remainder of the year. "The new Ericsson Executive Management Team gives us continued strong focus on our restructuring work as well as high customer focus", says Carl-Henric Svanberg, appointed new CEO and President of Ericsson. Carl-Henric Svanberg will take office in connection to the Annual General Meeting on April 8, 2003. Ericsson is shaping the future of Mobile and Broadband Internet communications through its continuous technology leadership. Providing innovative solutions in more than 140 countries, Ericsson is helping to create the most powerful communication companies in the world. CONTACT: LM ERICSSON Henry Stenson Senior Vice President, Corporate Communications Phone: +46 8 719 4044 E-mail: henry.stenson@lme.ericsson.se Pia Gideon Vice President, External Relations Corporate Communications Phone: +46 705 19 89 03 E-mail: pia.gideon@lme.ericsson.se LM ERICSSON: Reaches Settlement in Patent Infringement Suit ----------------------------------------------------------- Ericsson and InterDigital Communications Corporation, along with its subsidiary InterDigital Technology Corporation (ITC), announced a settlement ending the companies' long-standing patent infringement litigation. Under the settlement agreement, the companies have entered into a non-exclusive, worldwide, royalty-bearing license agreement covering all of ITC's patents for GSM, TDMA (D-AMPS), GPRS, EDGE and PDC. Additionally, all claims asserted in the patent infringement litigation are dismissed. In exchange, Ericsson will make an annual payment of a limited fixed amount through 2006 for sales of covered infrastructure equipment. The royalty payments are part of a settlement of a dispute and will not significantly affect Ericsson's earnings. The agreements cover both past and future sales of the relevant products. At the same time, Sony Ericsson and ITC have entered into a similar license agreement concerning handsets, under which Sony Ericsson will pay royalties to ITC through 2006. For sales through December 2002, Ericsson and Sony Ericsson will pay ITC approximately USD 34 million. For the years 2003 through 2006, Ericsson will pay ITC an annual fee of USD 6 million for sales of infrastructure equipment. Sony Ericsson will, for the years 2003 through 2006, pay a royalty on each licensed product sold. Ericsson is shaping the future of Mobile and Broadband Internet communications through its continuous technology leadership. Providing innovative solutions in more than 140 countries, Ericsson is helping to create the most powerful communication companies in the world. CONTACT: LM ERICSSON Investors in the US Glenn Sapadin, Investor Relations Manager Corporate Communications Phone: +1 212 685 4030 E-mail: investorrelations@ericsson.com Investors in Europe Gary Pinkham, Vice President Investor Relations Corporate Communications Phone: +46 8 719 0858 E-mail: investor.relations@lme.ericsson.se ===================== S W I T Z E R L A N D ===================== CREDIT SUISSE: Mum on Churchill Insurance Sell-off Speculations --------------------------------------------------------------- Credit Suisse Group refused to comment on reports that it has put up its car and home insurer Churchill Insurance for sale with a price tag of GBP1.5 billion. The report is linked with the bank's need to raise capital to shore up its balance sheet after pumping GBP850 million into Winterthur. Falling share prices and acquisitions it made before markets started to fall are making it suffer. The Times said Churchill's chairman and chief executive confirmed several potential buyers have approached the general insurer. Royal Bank of Scotland's Direct Line insurance business and Lloyds TSB are thought as likely buyers for one of Credit Suisse's most attractive assets. It is understood that Direct Line and Churchill have been in talks since October last year over a possible takeover or merger, according to The Times. Churchill insures more than 7 million cars and homes in Britain, both under its own brands and on behalf of a range of blue-chip partners. It employs 8,000 staff and serves three million customers. It has pre-tax profit of GBP83 million for 2002. ZURICH FINANCIAL: Talks With SNS Reaal About Possible Asset Sale ---------------------------------------------------------------- Zurich Financial Services and SNS Reaal Groep N.V. confirmed today that they are conducting talks about the possible sale of all of Zurich's Life operations, as well as of Zurich's Non-Life operations in the consumer and small business segments in the Netherlands to SNS Reaal. SNS Reaal is a Dutch bancassurance group with total assets of just over EUR 46 billion. Zurich will continue to operate the Non-Life corporate businesses in the Netherlands through its business unit Continental Europe Corporate (CEC). Both companies will make no further statement until an agreement has been reached. Zurich Financial Services is an insurance-based financial services provider with an international network that focuses its activities on its key markets of North America, the United Kingdom and Continental Europe. Founded in 1872, Zurich is headquartered in Zurich, Switzerland. It has offices in approximately 60 countries and employs about 68,000 people. CONTACT: ZURICH FINANCIAL SERVICES Media and Public Relations Mythenquai 2 P.O. Box 8022 Zurich Switzerland Phone: +41 (0)1 625 21 00 Fax: +41 (0)1 625 26 41 E-mail: media.info@zurich.com Home Page: http://www.zurich.com =========================== U N I T E D K I N G D O M =========================== ABERDEEN ASSET: 100 Heads in Line to Go Under Outsourcing Scheme ---------------------------------------------------------------- Aberdeen Asset Management's scheme of outsourcing the administration of its retail funds will cause the redundancy of 100 employees, according to the Independent. The sale of its six best performing retail funds to New Star Asset Management will axe 50 administrative jobs, while the transfer of its remaining retail administration functions to International Finance Data Services will sever another 50. The first 50 will go by June when the running of the funds is transferred to New Star, the other 50 will part by September. Aberdeen employs a total of 1,000 people. The cuts will leave only 18 posts in Aberdeen's division by the end of the year. IFDS, which assists Aberdeen in the running of its funds, is expected to take on some of the employees. The job cuts deviates from the promise Aberdeen Chief Executive Martin Gilbert during the sell-off of the funds to New Star that the redundancies would be in the "10s rather than 100s." Poor stock market conditions and failures on five of its split capital investment trusts had prompted Aberdeen to withdraw from launching new retail investment funds for the foreseeable future. AMEY PLC: Announces Completion of Sale of PFI Portfolio ------------------------------------------------------- Amey completed the sale of the PFI Portfolio to Laing Investments Limited following receipt of shareholder approval at an Extraordinary General Meeting held on March 14. The Group's new banking facilities have now become unconditional. ***** Last month, Amey said: "The divestment of the Group's ownership of the PFI Portfolio and the formation of a strategic partnership to support on-going and future PFI activities will have a number of key benefits, including the realization of cash and a reduction in capital employed together with lower expenditure in the future." CONTACT: CARDEWCHANCERY Anthony Cardew/Nadja Vetter Phone: 020 7930 0777 BRITISH SKY: BBC Still Plans to End Broadcasting Contract --------------------------------------------------------- BBC is not cowed by the possibility that British Sky will remove the prime positions for the digital versions of BBC One and BBC Two on BSkyB's electronic program guide if it pushes through with its plan to end a GBP85 million broadcasting deal. BBC director general Greg Dyke insisted he would go ahead with the plan, and let the regulators decide on the matter if such a thing happens, according to The Guardian. "We believe the regulator can insist we have those slots, but 'can' is the key word. If we don't win on this we will do it anyway," he said. BBC One and BBC Two occupies the top positions in BSkyB's program guide, but they could be relegated to the 52nd and 53rd slots, risking loss of audience. Channels not on EPG needed to be switched back to analog services for viewing--a cumbersome task for viewers. Despite risking regulatory actions that would ensure public service broadcasters receive "due prominence" on the guide, BSkyB insiders also confirmed they could move the BBC channels if they want to. Mr. Dyke told the Mail the move to withdraw the contract was also aimed at curving the growing dominance of BSkyB and offer an alternative service free of subscription. Last week, Clive Jones, joint managing director of ITV, suggested his company would let its contract expire in 2004. Mr. Dyke indicated that the decision is as much political as economic, as the move to a free-to-air digital satellite service will also help the government move towards its target of switching off the analogue signal by 2010. BUZZ: Ryanair Relaunches 13 Routes With Increased Frequencies ------------------------------------------------------------- --Core of Buzz's loss making operation saved --Over 90% of Buzz pilots accept new contracts with increased pay --Ryanair announces 1 million seats on sale for a tenner (GBP10) --Never before has it been so cheap to get away Ryanair, Europe's No.1 low fares airline today (Monday, March 17, 2003) celebrated St Patrick's Day by making a number of significant announcements at a press conference in London. Buzz pilots overwhelmingly accept new Ryanair contracts Ryanair confirmed that it had received acceptances from over 90% of the pilots who were offered employment contracts with increased remuneration in the new Ryanair/Buzz operation from 1 April next. The balance is largely due to people who have yet to return from leave, in order to accept the offers. Ryanair confirmed that with these acceptances, it now has sufficient personnel to relaunch 13 of Buzz's 24 routes, with increased frequencies (over those previously offered by Buzz) and at fares that start at half the price previously quoted by Buzz from May 1 onwards. Passengers travelling on these routes over the next 12 months will save over EUR80 million over the fares which were previously charged by Buzz. In addition Ryanair confirmed that it had made a special email offer to all former Buzz passengers (whose fares were fully refunded as a result of the cancellation of Buzz's flights). They can avail of a special offer to travel on these 13 routes during the month of May at half the price of the new Ryanair published low fares. In effect these people have already received a full refund of their Buzz fares and will now be able to book seats for flights during May at one quarter of the fares previously quoted by Buzz. Ryanair expects that the rescued Buzz operation will over the first 12 months operate 8 aircraft, with a total of over 170 people, and will carry almost 3 million passengers at an average fare of just EUR43. This will be at half the average fare charged by Buzz last year, when with 10 aircraft and 610 employees, it carried less than 2 million passengers, at an average fare of over EUR80. Ryanair confirmed that these new low fare seats to Germany, France and Spain would go on sale from 10.00am on Monday March 17, (St Patrick's Day), passengers are advised to book quickly as clearly these seats will be snapped up in record numbers. Ryanair announces the sale of 1 million seats 'for a tenner' Ryanair also announced that to celebrate St Patrick's Day, and the successful reorganization of the loss making Buzz operation, it would celebrate by offering 1 million seats across all of its 59 (non Buzz) routes to/from London for just GBP10 one way (incl. Government taxes and airport charges). This 'One million seats for a tenner' offer will commence at 00.01hrs on Tuesday March 18, and will be available for purchase at http://www.RYANAIR.COMuntil midnight (24.00hrs) on Thursday March 20. These seats will be available for travel subject to a three day advance booking restriction from the March 21, until the April 16, and there are over 1 million seats on sale at these crazy low prices for people who wish to book and travel within that period. Speaking at this morning's press conference in London, Ryanair's Chief Executive, Michael O'Leary said: 'I can think of no better way to celebrate Paddy's Day than by announcing the successful reorganisation of the loss making Buzz operation. Buzz is currently losing over EUR1 million a week and KLM have confirmed their intention to close it down if the sale to Ryanair doesn't proceed. We are therefore delighted that the overwhelming majority of the people who have been offered new contracts, at significantly increased remuneration, have decided to come on board and join Europe's No.1 low fares airline. Their decision completes this rescue and will I believe lead to long successful and well rewarded careers in the aviation industry within the Ryanair group. 'Average pay in Ryanair exceeds the average pay of staff in British Airways, Lufthansa and Aer Lingus and I am delighted to welcome these new recruits who have chosen to come and work for Europe's No.1 low fares airline. 'We also look forward to welcoming up to 3 million passengers on board Ryanair's low fare services on the 13 Buzz routes over the next 12 months. With increased flights, and half price air fares, these customers will save more than EUR80 million in the next 12 months, compared to the average air fares charged by Buzz over the past year. 'These announcements today effectively complete the turnaround and reorganisation of the loss making Buzz operation. The disposal by KLM UK is due to be completed on 1 April next, and we remain hopeful that the various regulatory authorities will grant their approval on or before that date so that the core operation and over 170 jobs can be saved. 'Ryanair's own traffic continues to expand rapidly. The new base launched in Milan Bergamo on February 2 is enjoying record load factors, and the advance bookings on the ten routes to/from our new Stockholm Skavsta base, which starts operations on April 4 are pouring in. The aircraft have already been delivered by Boeing for these new bases, the pilots and cabin crew have already been recruited and trained, and we can hardly wait to start flying and offering millions of Scandinavian consumers real choice and low fares as Ryanair smashes the 'high fare' SAS monopoly in Scandinavia. 'Clearly St Patrick's Day wouldn't be Paddy's Day without some form of celebration. To mark the occasion and the successful conclusion of the Buzz reorganization Ryanair has decided to offer 1 million seats across our entire network for travel over the next 4 weeks for just o10 one way. 'In all cases these tenner fares will include Government taxes and airport charges, which means that in some cases the net fare charged by Ryanair (excluding government taxes and airport charges) will be as little as GBP0.01p. Penny flights for Paddy's Day. A million seats for a tenner. These fares yet again prove, as we say all over the world on Paddy's Day - you'll never beat the Irish. 'Seats at these ridiculously low fares are going to be snapped up quickly, by people taking advantage of a short break before Easter and passengers should book as early as possible on http://www.RYANAIR.COMEurope's largest travel website.' Route Frequency Fare GBP Dusseldorf (Niederrhein) 3 per day 9.99 Berlin 3 per day 19.99 Frankfurt (Hahn) 6 per day 19.99 Bergerac 1 per day 19.99 Brest 1 per day 19.99 Grenoble 1 per day 19.99 Toulouse (Carcassonne) 2 per day 19.99 Tours 1 per day 19.99 La Rochelle 1 per day 29.99 Limoges 1 per day 29.99 Poitiers 1 per day 29.99 Jerez 2 per week 39.99 Murcia 2 per day 39.99 * The disposal of Buzz by KLM due for completion on April 1, 2003 is subject to regulatory approval. CONTACT: RYANAIR Paul Fitzsimmons Phone: +353-1-8121212 Pauline McAlester Murray Consultants Phone: +353-1-4980300 Mobile: +353-87-2558300 CORUS GROUP: Successfully Reassured Market Regarding Future ----------------------------------------------------------- Corus's success in reassuring the market it is not heading towards collapse is highlighted by the jump of its shares from 5 1/2 to 8 p on Monday after an analyst briefing. The assurances came after shares in the Anglo-Dutch steel maker lost more than 60% of its value in the wake of a row with the company's Dutch supervisory board over the disposal of its aluminum subsidiary to Pechiney. "We got a frank description of the company's problems but at least came away with the feeling that Corus is not going to go bust tomorrow," a person who attended the meeting in London on Monday told the Financial Times. The Dutch side of the group succeeded in blocking the GBP543- million (US$861.4 million) sale, prompting chief executive Tony Pedder to resign from his post. Rumors are circulating that the British group might hire corporate troubleshooter David James as investors call for the unraveling of the group's corporate structure. Shareholders are particularly targeting the Dutch supervisory board, which was opposed to the use of the proceeds of the sale to restructure the group's British operations. EMI GROUP: Rate of Interest of Bonds Due 2008 to Increase --------------------------------------------------------- GBP325,000,000 Bonds due 2008 (ISIN XS0147559263) Further to our announcement dated March 11, 2003 at 17.56, EMI Group plc confirms that, following the recent change in the credit rating of these bonds by Moody's from Baa2 (negative) to Ba1 (stable), the rate of interest of the bonds will increase from 8.25 per cent per annum to 9.75% per annum with effect on and from the next interest payment date (being 20 May 2003). The increased rate of interest shall apply to the interest period commencing on that date and the following interest periods. In the event that the long-term credit ratings of EMI Group plc (from Moody's Investors Service and Standard & Poor's Ratings Services) return to investment grade (i.e. BBB-/ Baa3) or better, then the coupon on the issue will revert to 8.25% per annum with effect on and from the next interest payment date immediately thereafter. CONTACT: EMI GROUP Amanda Conroy, Corporate Communications Phone: +44 20 7667 3216 Siobhan Turner, Investor Relations Phone: +44 20 7667 3234 EMI GROUP: Private Equity Group Eyes Business as Takeover Target ---------------------------------------------------------------- Private equity groups are believed to be working on plans to back a management buyout of major record company EMI Group PLC, which suffered a dramatic slump in its share price during the past three months. Citing industry sources, The Observer reported that venture capitalists such as Cinven, Thomas H Lee, and Blackstone in the U.S. are targeting EMI Group as a possible acquisition. The newspaper said the much-respected head of EMI's recorded music division, Alain Levy, would lead the buyout that would not need the participation chairman Eric Nicoli. A bid could now be just weeks away, according to industry sources. It is known that EMI's stock market value has dropped to just STG730 million since the turn of the year -- a decline of 40% since December. Previously, TCR-Europe reported that Moody's Investors Service downgraded the ratings of the group on expectation of continued softness in the world recorded music markets. Moody's believes that the continuation of the weakness through 2003 and beyond is likely to put renewed pressure on EMI's profits and debt protection measurements. CONTACT: EMI GROUP PLC 4 Tenterden St., Hanover Square London W1A 2AY, United Kingdom Phone: +44-20-7355-4848 Fax: +44-20-7495-1307 Homepage: http://www.emigroup.com Contacts: Eric L. Nicoli, Chairman Roger Faxon, Chief Financial Officer GALA GROUP: Still on CreditWatch Negative After Bond Offering ------------------------------------------------------------- Standard & Poor's Ratings Services said today its 'BB-' long-term corporate credit ratings on U.K.-based gaming company Gala Group Holdings PLC remain on CreditWatch with negative implications following completion of the tender offer for Gala's GBP155 million (US$245 million) senior unsecured bonds. The ratings were placed on CreditWatch on Feb. 10, 2003, following the announcement that Gala would be acquired by Cinven Ltd. and Candover Investments PLC for GBP1.24 billion. At the same time the 'B' rating on Gala's GBP155 million senior unsecured bond due 2010 was withdrawn. "The successful tender offer was a requirement for the acquisition to go through and, as such, increases the likelihood of a ratings downgrade," said Standard & Poor's credit analyst Olli Rouhiainen. At present, Standard & Poor's expects any downgrade to be limited to one notch, reflecting Gala's anticipated financial profile. Standard & Poor's will meet with management and expects to resolve the CreditWatch placement within the next month. MARCONI PLC: Fees Paid to Advisers Reaches GBP75 Million -------------------------------------------------------- The fee paid to Marconi's advisers has reached GBP75-million mark as the company reaches the final phase of its financial restructuring. More than half of the fees will go to law firms, which charged the telecommunications equipment group by day or hours for their services. Allen and Overy, representatives of Marconi in its year-long negotiations for a scheme of arrangement, got GBP25 million. The other law firms involved are Bingham Dana, acting for bondholders, and Clifford Chance for the lending banks. Marconi hired the services of Lazard and also retained restructuring experts Talbot Hughes. Marconi this week is scheduled to submit to the High Court a scheme of arrangement that will outline the legal procedures and mechanics of a GBP4 billion debt-for-equity swap. The scheme will result to the dilution of shareholders to less than 1% of the equity, and the emergence of a new entity known as Marconi Corporation. The High Court is expected to issue its decision on the document in about a week. MYTRAVEL GROUP: Cuts Jobs and Shutters Shops in Retail Arm ---------------------------------------------------------- MyTravel Group is understood to be downsizing its retail arm in Rochdale headquarters of Going Places by shedding senior staff and closing up to 260 shops. The move is believed to include 90 job cuts at Going Places, its high street travel shop chain, and the closure of between 180 and 260 of its 700 Going Places shops. The job of operations director Liz Davies' is considered to be at risk, as the company trims down the number of retail area managers. It has already closed down the department in charge of shop openings, says industry journal Travel Weekly. Further details of the restructuring may be announced in Thursday's annual meeting, analysts believe. MyTravel, formerly Airtours, was hit hard by the slump in holiday bookings in the wake of the September 11 tragedy and a series of financing gaps. It has been selling non-core businesses after issuing profit warnings in the span of five months. CONTACT: MYTRAVEL GROUP PLC Parkway One, Parkway Business Centre, 300 Princess Rd. Manchester M14 7QU, United Kingdom Phone: +44-1-61 23-20-066 Fax: +44-1-61 23-26-524 Home Page: http://www.airtours.com PIZZAEXPRESS PLC: Receives Takeover Bid From Venture Capitalists ---------------------------------------------------------------- A bidding war has emerged among venture capitalists vying to take away the struggling restaurant chain PizzaExpress PLC. Venice Bidder, a consortium made up of former PizzaExpress directors Luke Johnson and Ian Elridge; TDR Capital and Capricorn Ventures, provocatively named GondolaExpress; and PizzaExpress's executive board, which has been mulling a management buy-out, have all expressed interest and has offered a price for the beleaguered company. Venice Bidder announced Monday that they had acquired bank backing for a bid estimated at about 367p a share, while GondolaExpress also confirmed they had started talks with the pizza group's independent directors about an offer that would top the bid. Reportedly, the Venice Bidder offer was originally backed by PizzaExpress's three non-executive directors because it was the highest received at the time. However, Nigel Colne, the chairman of PizzaExpress and the leader of the group of non-executives, said a higher bid would be considered. Mr. Colne said: "All the potential offerors intended to take the company private and all offered cash, so price was the sole determinant." "Clearly it would be in shareholders' interests for there to be a higher offer and if that is what materializes we would consider it," he further said. It is believed that GondolaExpress is prepared to pay between 380p and 390p to Venice Bidder's 367p offer. Meanwhile, no member of the executive board was available for comment regarding their interest in a management buy-out. Andrew Saunders at Numis Securities said: "It's difficult to see how they will be able to pay back the finance. I would look at a seven-year turnaround and at 370p a share the cash-flow it is generating does not come close to that. If I were a shareholder I would be rubbing my hands." CONTACT: PIZZAEXPRESS PLC 1 Union Business Park Florence Way Uxbridge UB8 2LS Contacts: Nigel Colne, Chairman David Page, Chief Executive Paul Campbell, Group Finance Director Phone: 01895 618618 Sue Pemberton, Citigate Dewe Rogerson Phone: 020 7638 9571 P&O PRINCESS: Shareholder Documents Relating to DLC Posted ---------------------------------------------------------- Following the announcement made earlier, P&O Princess Cruises plc and Carnival Corporation announce that all document approvals have now been obtained. Shareholder documents relating to the dual listed company transaction are today [Monday] being posted to P&O Princess and Carnival shareholders and documents relating to Carnival's Partial Share Offer are also being posted to P&O Princess shareholders. The Carnival Special Meeting to approve the DLC transaction is confirmed for 10:00 a.m., EST, on April 14, 2003. The P&O Princess EGM to approve the DLC transaction is confirmed for 10:00 a.m., London time, on April 16, 2003. The DLC transaction is expected to complete on Thursday April 17, 2003 and Partial Share Offer to close at 10:00 a.m., London Time, on Thursday April 17, 2003. The Partial Share Offer document and the Carnival Proxy statement are available for viewing on the Carnival website at http://ww.carnivalcorp.com The circular to P&O Princess shareholders and the Partial Share Offer document are available on the P&O Princess website at http://www.poprincesscruises.com Each of these documents is also available for viewing on the SEC website at http://www.sec.gov In addition, copies are available for inspection at the Document Viewing Facility of the Financial Services Authority, 25 The North Colonnade, London E14 5HS. P&O PRINCESS: Shareholder Meeting Dates Set for April 2003 ---------------------------------------------------------- Following their announcements made on January 8, 2003, P&O Princess Cruises plc and Carnival Corporation announce that final shareholder documents relating to the dual listed company transaction have been filed with the US Securities and Exchange Commission. These documents include the final draft circular to P&O Princess shareholders. The Final Draft Circular has not been approved by the United Kingdom Listing Authority ('UKLA') and, accordingly, has not yet been circulated to shareholders. These documents are available for viewing on the SEC website at http://www.sec.govand will be available for inspection at the Document Viewing Facility of the Financial Services Authority at 25 The North Colonnade, London E14 5HS. Subject to UKLA documentation approval being received, documents are expected to be mailed to shareholders today, Monday March 17, 2003. These documents contain details of the shareholder meetings to be convened to approve the DLC transaction. It is intended that the Carnival Special Meeting will be held on April 14, 2003 and that the P&O Princess Extraordinary General Meeting will be held on April 16, 2003. This announcement contains details of the expected timetable to completion, the shareholder meetings and the documentation to be sent to shareholders. The Final Draft Circular and this announcement also contain an update on current trading and prospects and details of the deferred consideration payable in respect of the purchase of Aida Cruises. A further announcement will be made once final documentation approvals have been received. Timetable Set out below is a summary of the expected timetable to completion. All times are London time except where stated. This timetable is subject to final documentation approvals being received and so may be subject to change. Event Time and date Shareholder documents dispatched and Mon, March 17 commencement of the Partial Share Offer Latest time and date for receipt of forms of 10:00 a.m. proxy for the P&O Princess EGM Mon., April 14 Carnival Special Meeting 10:00 a.m (EST) Mon., April 14 P&O Princess EGM 10:00 a.m. Wed., April 16 Completion of the DLC transaction Thu., April 17 Closing of the Partial Share Offer 10:00 a.m. Thu., April 17 Reorganisation of P&O Princess shares 10:00 p.m. Thu., April 17 Good Friday (UK and US public holiday) Fri., April 18 Easter Monday (UK public holiday) Mon., April 21 Dealings commence in consolidated P&O 8:00 a.m. Tue., April 22 Princess ordinary shares on the London Stock Exchange Dealings commence in consolidated P&O 9:30 a.m. (EST) Tue., April 22 Princess ADSs on the New York Stock Exchange Upon completion of the DLC transaction, P&O Princess will be renamed Carnival plc. Shareholder meetings and voting thresholds It is intended that the Carnival Special Meeting to approve the DLC transaction will be held at 10:00 a.m. (EST) on April 14, 2003 in New York. It is intended that the P&O Princess EGM to approve the DLC transaction will be held at 10:00 a.m., London time, on April 16, 2003 in London. The voting thresholds required to approve the DLC transaction at these meetings are as follows: Carnival Special Meeting A majority of all outstanding Carnival Shares entitled to vote at the Special Meeting must be cast in favor of the resolutions. Undertakings have been received from shareholders representing approximately 47%. of the voting rights in Carnival to vote in favour of the proposals at the Carnival Special Meeting. These undertakings are irrevocable except in certain circumstances where the DLC proposal is withdrawn or lapses. P&O Princess EGM Not less than three quarters of the votes cast at the P&O Princess EGM must be cast in favor of the resolution. Documents The following documents will be posted to shareholders: Documents to be sent to P&O Princess Shareholders Explanatory Leaflet Explaining the documents sent to P&O Princess shareholders Shareholder Circular Circular to P&O Princess shareholders describing the DLC transaction and including the notice of EGM Partial Share Offer Document Partial Share Offer document describing the offer from Carnival to acquire up to 20 per cent. of the issued share capital of P&O Princess Documents to be sent to Carnival Shareholders Proxy Statement/ Prospectus Proxy Statement/ Prospectus to Carnival shareholders describing the DLC transaction and including the notice of the Carnival Special Meeting Trading update Carnival Since the start of the calendar year, booking volumes have been less than expected. Year to date booking volumes for 2003 are approximately equal to last year's levels, but have not ncreased commensurate with the increase in Carnival's 2003 capacity. Carnival believes bookings in 2003 continue to be impacted by the uncertain economic environment and concerns regarding a war with Iraq compounded by security alerts issued by various national governments. These factors have caused Carnival to reduce cruise pricing to stimulate incremental demand for the first and second quarters. For its recently completed first quarter, Carnival expects net revenue yields to be approximately equal to last year's levels. The current environment for travel continues to have the most significant effect on Carnival's second quarter 2003 bookings. The uncertainty regarding a possible war with Iraq is causing further deterioration in pricing for the second quarter, as indicated in Carnival's last guidance. As the booking pattern has moved much closer to sailing and because of the uncertainty regarding the geopolitical situation, Carnival is not able to give specific guidance for second quarter net revenue yields, other than, it expects them to be less than last year. The commencement of a war with Iraq would likely have further negative impact on second quarter net revenue yields. With respect to costs, Carnival continues to expect cost per available berth day in the first quarter, excluding air costs and commissions, to be up approximately 6-8 per cent. Compared to last year's levels. For the second quarter, Carnival continues to expect cost per available berth day to be up approximately 10- 12 per cent. compared to last year's levels. As previously disclosed, Carnival's higher cost per available berth day in the first half of the year is due primarily to increased fuel costs, compounded by the frontloading of advertising costs, as well as higher insurance, environmental, and security costs. Carnival is still expected to record non-operating income of approximately $0.03 per share for insurance recoveries in the first quarter of 2003. For the second half of 2003, booking volumes remain ahead of last year's levels but not commensurate with the increase in capacity expected for the second half of the year. Prices on these bookings remain slightly below that of the prior year. As a result of the close-in booking pattern and the uncertain geopolitical environment, it is too early to give net revenue yield guidance for the remainder of 2003. Commencement of a war with Iraq, subject to the duration of such a war, would likely have negative impact on net revenue yields for the second half of 2003. Excluding the possible impact of higher fuel costs, operating cost per available berth day in the second half of 2003 is expected to be down slightly as compared to the prior year. P&O Princess As reported with the results for the fourth quarter on February 6, 2003, the booking environment since the start of the year has not been as strong as normal for the time of year. P&O Princess believes that this is a reflection of the current geopolitical and economic uncertainties. As previously announced and in response to demand trends from North American passengers, Grand Princess, one of the two Princess ships originally scheduled to sail in the Mediterranean this summer, has been redeployed. She will now stay in the Caribbean for the whole year. In addition, as previously announced, Princess' capacity in Alaska this summer has been reduced by the cancellation of number of cruises due to the delivery date for the new ship, Island Princess, being delayed. Despite relatively low booking volumes in recent weeks, the proportion of capacity for 2003 as a whole for Princess remains in line with the position a year ago, with average achieved yields ahead. Cumulative bookings in the UK and Germany are ahead of the position a year ago, but not by as much as the increase in capacity that P&O Princess has in these markets in 2003. On a combined basis, yields in these two markets are below the cumulative position this time last year, mainly as a result of a change in mix of business, including the introduction of the lower priced Ocean Village brand, but yields are benefiting from favorable exchange rates when converted to P&O Princess' reporting currency of US dollars. Higher fuel prices and exchange movements are increasing unit costs, offset by underlying unit cost savings. The Combined Group The directors of each of Carnival and P&O Princess believe that the long-term prospects for the Combined Group will be enhanced considerably by entering into the DLC transaction. The Combined Group will have the brands and the fleet to enable it to maximise the potential offered by growth in the worldwide cruise vacation industry. Furthermore, the Combined Group will benefit from the synergies arising from the combination. In addition, the Combined Group will have substantial financial flexibility, with strong operating cash flow, low leverage and a strong balance sheet. This financial profile means that, as well as having the upside potential from the combination, shareholders in the Combined Group also benefit from downside protection. Deferred consideration payable in respect of Aida Cruises In September 2000, P&O Princess acquired the 49% it did not own in Aida Cruises from Deutsche Seereederei GmbH (DS) (a company wholly-owned by a non-executive director of P&O Princess, Horst Rahe, and his family). As announced at the time of the acquisition, an element of deferred consideration in respect of this transaction was also payable in respect of any 12-month period up to the end of 2005 with such payment being based on the results of Seetours. Seetours comprises the German operations of P&O Princess and includes the business of AIDA Cruises and A'ROSA. In the event of a change of control of P&O Princess, or if certain members of the P&O Princess Group fail to comply with other specific restrictions (including material breach of non-compete/non- solicitation provisions), DS is entitled to accelerate the payment of the total outstanding balance of the deferred consideration. Completion of the DLC transaction will trigger the right to such payment. Since P&O Princess entered into the Implementation Agreement with Carnival, DS has confirmed to P&O Princess that it will exercise this right. Accordingly, P&O Princess will pay Euro 58.8 million to DS shortly after completion, and the Aida Cruises sale and purchase agreement will then terminate. It is being announced in Germany today that Horst Rahe has agreed to accept the honorary position of Life President of Seetours on completion of the DLC transaction. CONTACT: CARNIVAL Nic Bennett (Financial Dynamics) Phone: +44 20 7831 3113 P&O PRINCESS Sophie Fitton (Brunswick) Phone: +44 20 7404 5959 Sarah Tovey ROYAL & SUN ALLIANCE: Informs Public of Changes in Board -------------------------------------------------------- Royal & Sun Alliance Insurance Group plc announces the retirement [Mon]day of Sir Patrick Gillam from the position of Chairman to be succeeded by John Napier. Mr. Napier's appointment to the Board of the Group as a director and Chairman Designate was announced in December 2002. Sir Patrick will remain as a Board director of the Group until March 31, 2003. John Baker, Deputy Chairman said, 'On behalf of all in the Group, I would like to thank Patrick for the valuable contribution that he has made to Royal & SunAlliance, particularly in the challenging circumstances of the last two years. We will miss his wise counsel and wish him well for the future.' SCOTTISH & NEWCASTLE: S&P Revises Outlook to Negative ----------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on U.K.-based brewer Scottish & Newcastle PLC (S&N) to negative from stable, due to the increased challenges the group faces in restoring its already weak financial profile. At the same time, Standard & Poor's affirmed its 'BBB+' long-term corporate credit and senior unsecured debt ratings on S&N. "The negative outlook reflects that rising unfunded pension liabilities, and delayed benefits from the group's U.K. reorganization, will make it more difficult for S&N to restore its financial measures to levels in line with the ratings, despite expected asset sales," said Standard & Poor's credit analyst Vincent Allilaire. "Furthermore, the group's free cash flow generation is expected to remain negative in financial 2003 because of currently high capital expenditures and S&N's announced increased dividend." Acquisitions have left the group with a weak financial profile. S&N's EBITDA margin was in line with its peers' average of about 21% in the year to Oct. 31, 2002, but is likely to be somewhat weakened by the expected partial sale of the group's portfolio of pubs, even if S&N retains management and beer-supply contracts. The ratings on S&N continue to reflect the group's leading position in the U.K. and French beer markets, with specific strength in the on-trade distribution channel, and its leading position in some fast-growing Eastern European markets. The ratings are constrained, however, by S&N's strong shareholder focus and by its relatively underdeveloped premium beers sales, along with its weak financial profile. "Until the group restores its financial profile, S&N has no scope for further debt-financed acquisitions or share repurchases at the current rating level," added Mr. Allilaire. SPIRENT PLC: Records GBP1 Billion Pre-Tax Loss in Results --------------------------------------------------------- Spirent plc, a leading international network technology company, announced its preliminary results for the year to December 31, 2002. Spirent also announced the divestment of its interests in WAGO and the renegotiation of its borrowing terms. Spirent delivered a resilient performance in the first half of 2002 but suffered a drop in trading in the third quarter due to a fall in demand from its major telecom customers. In response, management implemented cost cutting measures which improved operating profit* in the fourth quarter. All Spirent's operating groups delivered operating profit* and generated cash in 2002 despite the difficult trading environment. The divestment of Spirent's interests in the WAGO interconnection joint venture will raise net cash proceeds of approximately GBP58.2 million. WAGO is not considered to be a core business of the Group. The divestment is subject to shareholder approval and the net proceeds will be used to pay down debt. Spirent has renegotiated its borrowing terms to increase the level of headroom available under certain of its financial covenants. The new borrowing terms are conditional on the completion of the divestment of WAGO. Summary of 2002 Results GBP million 2002 2001 __________ _________ Turnover 558.9 801.8 Operating profit* 50.5 112.9 Profit before taxation** 46.4 100.9 Headline earnings per share** (pence)3.40 7.76 -- All operating groups delivered operating profit* and generated cash despite the difficult trading environment. -- A non-cash goodwill impairment charge of GBP923 million, the likelihood of which was indicated in October, together with exceptional charges of GBP120 million, resulted in a loss before taxation of GBP1,053 million. -- Communications group delivered turnover of o315 million and operating profit* of GBP31 million, down 27% and 63%, respectively, compared with 2001. -- Satisfactory results achieved by Network Products group with operating profit* of GBP15 million and ongoing businesses in the Systems group showed improvement over 2001 with operating profit* of GBP3 million. -- Cost cutting measures expected to result in annualised savings of GBP34 million. -- Free cash flow+ of GBP36 million generated compared with o40 million in 2001. -- Net debt at December 31, 2002 was GBP162 million. The Company continues to be in compliance with its existing borrowing covenants. -- As indicated in October, the Company will not pay a final dividend in respect of 2002. Commenting on the results, Nicholas Brookes, Chief Executive, said: '2002 was a challenging year for Spirent. The telecom market continued to deteriorate but management action ensured that all our operating groups remained profitable* and cash generative for the year. We have agreed to sell our interests in WAGO and have additionally renegotiated our borrowing terms to obtain greater headroom under key covenants. 'We have planned our business assuming the challenging conditions in the telecom market will continue throughout 2003 and trading so far this year has been in line with our expectations. As growth in data traffic creates opportunities for Spirent, we remain committed to investing in our leading-edge products, technologies and services to enhance our market positions and grow market share.' Also commenting, John Weston, Non-executive Chairman, said: 'The sale of WAGO and the increased headroom under our borrowing covenants represent important achievements for Spirent. Trading in 2002 underlines Spirent's ability to perform even in a difficult market. 'Our businesses continue to generate cash enabling us to invest in technology to meet our customers' current and future needs and position us for market recovery.' Notes * Before goodwill amortisation and operating exceptional items being GBP56 million (2001 GBP87 million) and GBP965 million (2001 GBP760 million), respectively, for the Group. ** Before goodwill amortisation and operating exceptional items as above and non-operating exceptional items of GBP78 million (2001 profit GBP15 million). + Cash flow before acquisitions and disposals, equity dividends and financing. To See Spirent Plc's Financial Statements: http://bankrupt.com/misc/Spirent.htm About Spirent Spirent plc is an international network technology company providing state-of-the-art systems and solutions for a broad range of customers worldwide. Our Communications group is a worldwide provider of integrated performance analysis and service assurance systems for next- generation network technologies. Spirent's solutions accelerate the development and deployment of network equipment and services by emulating real-world conditions and assuring end-to-end performance of large-scale networks. Our Network Products group provides innovative solutions for fastening, identifying, insulating, organising, routing and connectivity that add value to electrical and communication networks in a wide range of applications. Our Systems group offers integrated product solutions for the aerospace and power controls markets. Further information about Spirent plc can be found at http://www.spirent.com Spirent plc is listed on the London Stock Exchange (ticker: SPT) and on the New York Stock Exchange (ticker: SPM; CUSIP number: 84856M209) with one American Depositary Receipt representing four Ordinary shares. CONTACT: SPIRENT PLC Nicholas Brookes, Chief Executive Phone: +44 (0)1293 767676 Eric Hutchinson, Finance Director Investor Relations Catherine Nash Phone: +44 (0)1293 767676 SPIRENT PLC: Agrees to Divest Interests in WAGO Companies --------------------------------------------------------- Spirent plc, a leading international network technology company, today announces that it has reached agreement for the divestment of its interests in the WAGO companies, its interconnection joint venture, for a total consideration of GBP60.7 million (comprising EUR83.0 million and CHF7.4 million) in cash to its joint venture partners, the Hohorst family. Completion of the divestment of WAGO is conditional upon, inter alia, the approval of Spirent's Ordinary shareholders, to be sought at an Extraordinary General Meeting to be convened for March 31, 2003. Commenting on the divestment, Nicholas Brookes, Chief Executive, said: "Spirent has had a long association with WAGO and we have seen the company grow substantially over the years. We are pleased that the Hohorst family are purchasing our interests and we wish them, the company and its employees well for the future." Preliminary Results Spirent has today made a separate announcement detailing its preliminary results for the year to 31 December 2002. CONTACT: SPIRENT PLC Nicholas Brookes, Chief Executive Eric Hutchinson, Finance Director Phone: +44 (0)1293 767676 Investor Relations Catherine Nash Phone: +44 (0)1293 767676 TEXSTYLE WORLD: Administrator Negotiates Sales With Harry Corry --------------------------------------------------------------- Harry Corry, the Belfast-based furniture retail chain is expected to buy the remnants of the collapsed furniture retailer Texstyle World this week. It is known that Harry Corry is interested in acquiring a high proportion of the 13 remaining Texstyle World outlets in Scotland and Northern Ireland. Reportedly, administrator Kroll Buchler Phillips has said negotiations were already at a final stage. Kroll Buchler Phillips has, since taking control of Texstyle World in mid-December, offloaded 24 of the stores. This includes the 11 bought back by founders and former managers of the retailer, Eric and Mark Reid. Argos is expected to snap up three stores more. Texstyle World once employed more than 800 staff in 63 outlets across the UK, including 27 in Scotland. In 2001 the group turned over GBP63 million. However, high debt levels and difficult trading conditions forced US-owner Hilco into a closure program that saw the number of outlets cut to 48 by the time administrators were called in. Since then, Kroll has shut 24 more shops on a site-by-site basis. ************ 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 * * *