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            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

                 Monday, May 5, 2003, Vol. 4, No. 87


                              Headlines


* B E L G I U M *

SOLUTIA EUROPE: Ratings Under Review for Possible Downgrade

* C Z E C H   R E P U B L I C *

UNION BANKA: National Bank Permanently Revokes Banking License

* F R A N C E *

RHODIA SA: Reports Results of Annual Shareholders Meeting

* G E R M A N Y *

DEUTSCHE BANK: Net Loss for the Quarter Stands at EUR219 Million
DEUTSCHE BANK: Outlook Revised to Negative After Net Loss

* I R E L A N D *

BELINVEST FUND: Directors Decide on Winding Up of Business
CELESTICA INC.: Closes Ireland Factory With Loss of 320 Jobs

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

KONINKLIJKE AHOLD: Nominates Anders Moberg President and CEO
KONINKLIJKE AHOLD: To Divest Malaysian Operation to Dairy Farm

* S W E D E N *

SKANDIA: Prudential Completes Acquisition of American Skandia

* U N I T E D   K I N G D O M *

ABBEY NATIONAL: To Close Scottish Provident Offices at Edinburgh
ARBRE ENERGY: Buyer Is "Green" Energy Firm, Future Still Unclear
AMP LTD.: CSFB Drops Share Price, Retains "Underperform" Call
AMP LTD.: Ratings Down, Under Review for Further Downgrade
AQUILA INC.: CEO to Outline Financial and Operating Strategies
BOOTS: Appoints Baker Chief Executive, Rudd Chairman of Board
CBR GROUP: Faces Disintegration to Cover GBP5.1 Million Debt
CONVERGENT COMMUNICATIONS: Finance Director Leaves After Review
CORDIANT COMMUNICATIONS: Reports Preliminary Audited Results
EDINBURG FUND: Split-capital Trust Continues March Downhill
EQUITABLE LIFE: Increases Basic Salary of Chief Executive
HOLMES PLACE: Preliminary Results for 2002
IMPERIAL CHEMICALS: Reports Unaudited First-Quarter Results
ESSIENT PHOTONICS: Failure to Raise Funds Ushers Liquidation
MEPC LIMITED: Fitch Affirms Ratings, Changes Outlook to Negative
MYTRAVEL GROUP: Update Refinancing Balance Sheet Adjustments
PO NA: Falls into Administration on Failure to Secure Funding
SILENTNIGHT HOLDINGS: Posts Preliminary Results Ended February
TELEWEST COMMUNICATIONS: Reports 2003 First Quarter Results
THISTLE HOTELS: Responds to BIL International's Revised Offer
THISTLE HOTEL: BIL's Increased Offer Unconditional, Final
THUS: New Commission Payment System Ignites Mass Resignations
WORLD SPORTS: Creditors Agree to Settlement, Avoids Winding Up



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


SOLUTIA EUROPE: Ratings Under Review for Possible Downgrade
-----------------------------------------------------------
Moody's Investors Service will review the rating of Solutia
Europe SA/NV's EUR200 million guaranteed senior unsecured notes
due 2005.  The rating, which is currently at B1, is in line for
possible downgrade along with the ratings of Missouri-based
Solutia Inc.

The ratings for possible downgrade are for Solutia Inc.'s $223
million guaranteed senior secured notes, due 2009 (Ba3); $223
million senior unsecured debentures, $223 million due 2027 (B1);
$150 million senior unsecured debentures, due 2037 (puttable in
2004, B1); and $300 million guaranteed senior secured revolving
credit facility, due 2004 (Ba2).  The review also applies to the
company's Ba3 senior implied, and B1 issuer rating.

The action affects approximately $1.1 billion of long-term debt.

The rating agency says the review is prompted by "concern over
operating margin pressure from higher raw material costs,
increasing PCB litigation risk, the company's ability to
refinance intermediate-term debt obligations, and the potential
for significant longer-term pension funding requirements."

The downgrade could be one or two notches, according to Moody's.


===========================
C Z E C H   R E P U B L I C
============================


UNION BANKA: National Bank Permanently Revokes Banking License
--------------------------------------------------------------
The Czech National Bank has permanently revoked Union Banka's
banking license, rejecting an appeal launched by the troubled
Ostrava-based bank against the original decision.

It can be recalled that the Central bank launched administrative
proceedings against UB in February with the purpose of
withdrawing its banking license.

CNB later decided to revoke UB's license after the bank failed to
submit a realistic rescue plan that would guarantee a renewal of
its payment capacities.  UB appealed against the decision with
the backing of its biggest shareholder, Invesmart.

According to central bank spokeswoman Alice Frisaufova, on
proposal by a commission dealing with the appeal, the CNB Bank
Board decided to revoke the banking license of UB.  She added
that the decision takes effect on the day UB receives the
verdict.

Frisaufova revealed that UB was still breaching the law on banks
because of its failure to meet financial obligations.  She
reportedly said the bank is now either heading for bankruptcy or
for settlement with creditors.  UB's management and majority
owner Invesmart are pushing through the latter.

A settlement could mean UB's transformation into a company
focusing on asset management, the spokeswoman further said.

The decision does not affect the payment of insured deposits to
Union banka clients, which will begin on May 17.

It is noted that clients are entitled to only 90% of their
deposits or a maximum of close to CZK800,000.  However, they are
opposed to it and want to be paid 100% of their deposits, like
clients of some previous banks that went bankrupt.

Union Banka closed down on February 21 due to insufficient
liquidity.  Its trouble stemmed from an unmanageable expansion
when it took over struggling financial houses in mid-1990.  A
restructuring plan was submitted on March 3, but was later
rejected by the Finance Ministry.

CONTACT:  UNION BANKA
          ul. 30 dubna c. 35
          70200 Ostrava
          Phone: 596108111
          Fax: 596120134
          Home Page: http://www.union.cz
          E-mail: union@union.cz


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


RHODIA SA: Reports Results of Annual Shareholders Meeting
---------------------------------------------------------
During the Ordinary Annual General Meeting of Shareholders
convened in Paris yesterday, Rhodia's shareholders approved all
resolutions* proposed by the Board of Directors and rejected
those to which the Board had not agreed. Shareholders present or
represented at the meeting owned 64.59% of Rhodia's capital
stock.

On the basis of the financial results for the year 2002, the
Annual Shareholders' Meeting approved the payment of a dividend
of EUR0.18 per share, tax credit included, to be paid on July 1,
representing a distribution ratio of 42%. This dividend is
similar to the one distributed to Rhodia shareholders in 2002.

The Annual Shareholders' Meeting also confirmed the appointment
of three directors coopted by the Board in 2002:

Jean-Marc Bruel, Member of the Aventis Supervisory Board.
Patrick Langlois, Vice-Chairman of the Management Board of
Aventis and Chief Financial Officer of Aventis
Yves Rene Nanot, Chairman and CEO of Ciments Fran‡ais.

The Annual Shareholders' Meeting voted by more than 65% against
the cooptation of Edouard Stern as a Director, and rejected by
more than 67% the resolution submitted by Mr. Hughes de Lasteyrie
du Saillant in his capacity as legal representative of Valauret
SA, calling for the early termination of Jean-Pierre Tirouflet's
membership of the Board of Directors of Rhodia.

The Annual Shareholders' Meeting also approved the appointment of
PricewaterhouseCoopers to act as statutory auditors of Rhodia for
the next six years.

At the Annual Shareholders' Meeting, Jean-Pierre Tirouflet
announced that the Board of Directors had coopted Michel de
Fabiani, Chairman and CEO of BP France and Vice President Europe
of BP, as a director during its meeting held earlier in the day.

* With the exception of the resolution concerning the
ratification of the appointment of Pierre Letzelter, which ceased
to apply following his resignation.

Rhodia is one of the world's leading manufacturers of specialty
chemicals. Providing a wide range of innovative products and
services to the consumer care, food, industrial care,
pharmaceuticals, agrochemicals, automotive, electronics and
fibers markets, Rhodia offers its customers tailor-made solutions
based on the cross-fertilization of technologies, people and
expertise. Rhodia subscribes to the principles of Sustainable
Development communicating its commitments and performance openly
with stakeholders. Rhodia generated net sales of EUR6.6 billion
in 2002 and employs 24,500 people worldwide. Rhodia is listed on
the Paris and New York stock exchanges.

CONTACT:  RHODIA SA
          Investor Relations
          Marie-Christine Aulagnon
          Phone: 33-1 55 38 43 01
          Fabrizio Olivare
          Phone: 33-1 55 38 41 26


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


DEUTSCHE BANK: Net Loss for the Quarter Stands at EUR219 Million
----------------------------------------------------------------
-- Deutsche Bank reports first quarter 2003 pre-tax income of
Euro 234 million

-- Underlying pre-tax profit increased by 72 per cent over 1Q2002
to Euro 950 million


-- Net charges of Euro 718 million impact results

-- Significant cost reduction: Total noninterest expenses down by
27 per cent over 1Q2002

-- Total provisions for credit losses of Euro 350 million in
first quarter of 2003 (1Q2002: Euro 384 million), down from peak
of Euro 790 million in 3Q2002 and from Euro 423 million in 4Q2002

-- Tier 1 capital ratio stable at 9.6 per cent

Deutsche Bank on Wednesday released its results for the first
quarter of 2003. The Bank reported income before income tax
expense of Euro 234 million for the quarter. The pre-tax income
for the first quarter of 2002 was Euro 1.27 billion, which
included gains on sales of industrial holdings. The 1Q 2003
result was subject to net charges of Euro 718 million, which
resulted from a regular review of principal investments and took
into account the difficult market conditions in the first quarter
of 2003. Due to the non tax-deductible nature of most of these
charges, Deutsche Bank realized a net loss for the quarter of
Euro 219 million (compared to a 1Q2002 net income of Euro 597
million).

As a result of the strong performance in Deutsche Bank's main
business activities and the significant cost reductions,
underlying pre-tax profit for the first quarter of 2003 (see
reconciliation of pre-tax profit in the table below) was Euro 950
million, up by 72 per cent from Euro 551 million in the
respective first quarter of 2002 (and compared to a 4Q2002
underlying pre-tax profit of Euro 147 million).

Total noninterest expenses were down 27 per cent to Euro 4.38
billion. A significant part of this decrease was due to a
reduction in headcount resulting from the sale or merger of some
businesses and from restructuring activities. Total new
provisions for credit losses were Euro 350 million - Euro 380
million provision for loan losses less a Euro 30 million release
for off-balance sheet positions - in the first quarter of 2003
(1Q2002: Euro 384 million). This is the second consecutive
quarter of reducing loan loss provisions after a peak in autumn
2002. Additionally the Bank has started to systematically hedge
its new loans with derivatives.

Reconciliation of pre-tax profit*


in Euro m.                          1Q03  4Q02  3Q02

Reported income before income taxes  234  237  1,270

Net gains/losses on securities available for sale/
industrial holdings                  392 (533)(1,059)

Net loss from equity method investments
                                     638  285      0

Other revenues: net write-downs on private equity investments
                                      77    80     0

Other revenues: net gains/losses from businesses sold/
held for sale                       (503)   37   340

Restructuring activities              (2)  (22)  340

Goodwill impairment                  114    62     0

Underlying pre-tax profit            950   147   551


* Numbers may not add up due to rounding


The Corporate and Investment Bank Division (CIB) has again
demonstrated its strong global competitive position. CIB recorded
income before income taxes of Euro 1.45 billion in the first
quarter of 2003 (1Q2002: Euro 563 million). This improvement
included a gain of Euro 508 million from the sale of the Global
Securities Services business.

The Bank`s Private Clients and Asset Management Division (PCAM)
remains one of the five largest asset managers in the world,
despite selling its passive asset manage-ment business. The
integration of Scudder and RREEF in the US has suc-cess-fully
concluded, and PCAM now aims to win new business and increase
market share. PCAM`s income before income taxes was Euro 274
million for the first quarter of this year compared to a loss of
Euro 81 million in the same quarter last year.

Excerpts from the Interim Report can be found in the attachments
on B 1 - B 26. On C 1 and C 2 we provide a full reconciliation of
reported and underlying results for Deutsche Bank Group.

IR Services

An analyst conference call with Dr. Clemens B”rsig on Wednesday,
30 April 2003 at 1:30 p.m. will be broadcasted live via the
Internet (listen only). A replay will be available at prescribed
position.


Information regarding the restatement of segments for 2002 to
reflect organizational and reporting changes

As an additional service for investors and analysts to ensure
comparability with the 1Q2003 results, we are providing the
segment numbers for 2002 as they have been restated to reflect

(1) changes in the Group's organizational structure,
(2) changes in management responsibility,
(3) a change in the capital allocation framework, and
(4) changes in the format of segment disclosure,
all of which came into effect from the beginning of 2003.

(1) Changes in the organizational structure

As of January 1, 2003 the Group completed the realignment of its
Private Clients and Asset Management Group Division (PCAM). PCAM
was re-seg-mented from the three corporate divisions Asset
Management, Private Banking and Personal Banking into the two new
corporate divisions Asset and Wealth Management (AWM) and Private
& Business Clients (PBC). The corpor-ate division Asset and
Wealth Management incorporates the former Asset Management
Corporate Division and a new business division called Private
Wealth Management, which globally focuses on serving Private
Banking clients classified as ultra high net worth individuals
(UHNW). Within the new corporate division Private & Business
Clients, the former Personal Banking clients, Private Banking
clients not classified as UHNW as well as small corporate
customers have been combined. This new corporate division serves
private individ-uals, affluent clients, and small business
clients in line with their needs in the Group's key markets.

Until 31 December 2002 the Group had a service function called DB
Services that provided corporate services, information
technology, consulting and transaction services to the entire
organization. As of 1 January 2003, these service functions were
moved into the group divisions and the Corporate Center. The goal
of this realignment is to incorporate the business-related
activities directly into the relevant business area.

(2) Changes in management responsibility

The following significant changes in management responsibility
have been implemented during the first quarter of 2003:

The Private Client Services business was transferred from the
Corporate Banking and Securities Corporate Division (part of
Corporate and Investment Bank Group Division (CIB)) to the Asset
and Wealth Management Corporate Division (part of PCAM Group
Division).

In connection with the realignment of PCAM, small corporate
German customers, which had been assigned to CIB before, were
transferred to Private and Business Clients.

The Private Equity Fund of Funds Group, formerly reported under
the Group Division Corporate Investments joined "Deutsche Asset
Management", which is part of PCAM. In addition the third party
funds business in Australia was trans-ferred from Corporate
Investments to Asset Management.

The Italian financial advisor network ("Finanza & Futuro Banca"),
previously reported under Asset Management, was transferred to
Private and Business Clients.

(3) Change in the capital allocation framework

The Group further refined its framework of allocating average
active equity to the segments. The overriding objective remains
to link the allocation mechanism with the economic risk position
of a segment.

Hence, to further increase the risk sensitivity of the framework,
the Group decided to include goodwill and other intangible assets
along with economic capital as addi-tional driver of the book
equity allocation.

For the restated full-year 2002 this meant that the Eur 3.8 bn
average active equity formerly booked in "Adjustments" has now
been allocated to the segments.

(4) Changes in the format of segment disclosure

The most significant changes are as follows:

We are now disclosing "other items" and "underlying pre-tax
profit" as well as the ratios "underlying cost/income ratio" and
"underlying RoE" (pre-tax) for our segments.

We now include severance payments and minority interest in our
"under-lying pre-tax profit", which is defined as income before
income taxes excluding "other items", goodwill impairment and
restructuring activities.

We, therefore, now separately disclose goodwill impairment,
restructuring activities, minority interest and severance
payments in order to provide more transpar-ency. Previously we
had combined these items under the definition "nonoperating
costs".

The "operating cost base" is now defined as noninterest expenses
less provision for off-balance sheet positions (reclassified to
"provision for credit losses"), policy-holder benefits and
claims, minority interest, restructur-ing activities and goodwill
impairment.

We have refined some revenue components to reflect current
business practice. For instance, we no longer disclose revenues
from our insurance business separately, as we sold the major part
of it in 2Q2002.

None of the changes mentioned above have an impact on the Group's
consolidated income statement and balance sheet.

Attached to this Release are eight tables with the restated
segment numbers for 2002 (attachments D 1 to D 8).

In these tables, as well as in the 1Q2003 segmental results
published, we use the following terms with the following meanings
with respect to each segment:

Operating cost base: Noninterest expenses less provision for off-
balance sheet positions (reclassified to provision for credit
losses), policyholder benefits and claims, minority interest,
restructuring activities and goodwill impairment.

Underlying pre-tax profit: Income before income taxes less
restructuring activities, goodwill impairment and "other items"
referred to in the table for such segment.

Underlying cost/income ratio in %: Operating cost base as a
percentage of total net revenues excluding other items (if
applicable for the revenue section), net of policyholder benefits
and claims. Cost/income ratio in %, which is defined as total
noninterest expenses as a percentage of total net revenues, is
also provided.

Average active equity: The portion of our adjusted average total
shareholders' equity that has been allocated to a segment
pursuant to our capital allocation frame-work. The overriding
objective of this framework is to allocate adjusted average total
shareholders' equity based on the economic risk position of each
segment. In determ-ining the total amount of average active
equity to be allocated, average total shareholders' equity is
adjusted to exclude average unrealized gains on securities
available for sale, net of tax, average deferred taxes
accumulated due to changes in effective tax rates and the
reversing effect and average dividends.

Underlying RoE in %: Underlying pre-tax profit (annualized) as a
percentage of average active equity. RoE in %, which is defined
as income before income taxes (annualized) as a percentage of
average active equity, is also provided. These returns, which are
based on average active equity, should not be compared to those
of other companies without considering the differences in the
calculation of such ratios.

Our management uses these measures as part of its internal
reporting system because it believes that such measures provide
it with a more useful indication of the financial performance of
our business segments. We are disclosing such measures to provide
investors and analysts with further insight into how our
management operates our business and to enable them to better
understand our discussion of segmental results.

List of attachments:

Excerpts from the Interim Report as of 31 March 2003

Reconciliation of reported and underlying results for Deutsche
Bank Group

Restatement of 2002 segment numbers


DEUTSCHE BANK: Outlook Revised to Negative After Net Loss
---------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook to
negative from stable on Deutsche Bank AG and its related
entities, following the release of weaker-than-expected bottom-
line results for the first quarter of 2003.

At the same time, all ratings on the bank and its related
entities were affirmed, including the 'AA-/A-1+' counterparty
credit ratings on Deutsche Bank.

"The outlook revision reflects remaining uncertainties regarding
Deutsche Bank's persisting vulnerability to stock market
developments and its ability to restore its profitability over
the next 12 to 18 months to a level compatible with the 'AA'
rating category," said Michael Zlotnik, managing director at
Standard & Poor's Financial Services group.

"Although first-quarter results showed an encouraging improvement
in Deutsche Bank's underlying performance, the difficult global
economic and capital markets outlook raises concerns about the
sustainability of the earnings recovery and the possibility of
further "one-time" charges in the coming quarters," said Standard
& Poor's credit analyst Bernd Ackermann.

Going forward, the ratings on Deutsche Bank will depend on its
ability to:

-- Achieve a lasting turnaround of its Private Clients and Asset
Management (PCAM) division, thereby lowering the reliance on its
investment-banking activities;

-- Demonstrate the resilience of its Corporate and Investment
Bank (CIB) division in a persisting difficult capital market
environment without increasing its risk appetite;

-- Reduce credit-loss provisions in 2003 below the level recorded
in 2002, backed by Deutsche Bank's measures to manage and reduce
its credit exposures;

-- Reduce the level of nonrecurring charges; and

-- Continue to execute cost-cutting initiatives, and even
announce further measures if the operating environment
deteriorates further.

The ratings on Deutsche Bank continue to be based on the group's
position as one of the most important financial institutions in
Europe, and its strong market positions in selected areas of
investment banking and asset management globally, as well as in
retail and private banking in Germany and selected European
countries. The ratings also reflect the diversity of the group's
revenue and customer base and its derived distribution strength,
which benefits its investment banking and asset-management
operations. Moreover, the ratings are underpinned by an improved
core capital position, following the realization of substantial
gains from the group's financial investment portfolio, the
reduction of risk-weighted assets, and the group's sound risk
management.

These positive factors continue to be partly offset by Deutsche
Bank's weak core profitability and unfavorable cost structures in
most of its core activities, its still relatively high reliance
on more volatile income streams from its investment banking
operations, still relatively high loan-loss provisions, and
write-downs on its investment and private equity portfolios.
Standard & Poor's considers that Deutsche Bank has taken the
appropriate strategic steps, however, to operate with a much
leaner cost structure and a more focused business model.


=============
I R E L A N D
=============


BELINVEST FUND: Directors Decide on Winding Up of Business
----------------------------------------------------------
Belinvest Euro Balanced Plus Fund

Belinvest Equiplus Fund (the 'Sub-Funds')

Re: Winding up of the Company and Removal of Its Shares from the
Daily Official List

The Board of Directors (the 'Directors') of the Company wish to
announce that following the receipt of significant redemption
orders from all of the shareholders of the Sub-Funds, the
Directors believe that it is no longer economically feasible to
continue operations and accordingly the Company is being wound
down.

The Directors have requested the Irish Stock Exchange to delist
the Shares of the Company from the Official List.

The Irish Stock Exchange has agreed to remove the Shares of the
Company from the Official List with effect from May 2, 2003.

CONTACT:  NCB STOCKBROKERS LIMITED
          Contact:  Ms. Tara O'Grady
          Phone: + 353 1 611 5907

          BELINVEST MANAGEMENT (GUERNSEY) LIMITED
          Contact: Mr. Paul Le Ray
          Phone: +44 1481 729 110


CELESTICA INC.: Closes Ireland Factory With Loss of 320 Jobs
------------------------------------------------------------
The world's No. 4 maker of electronics for brand-name companies
is closing its electronics factory near Dublin, Ireland.

Toronto-based Celestica Inc. said the shutdown was due to the
continuing downturn in the international telecoms sector, which
follows job cuts that whittled its 1,000 workforce.

The latest development will lead to the loss of 250 full-time and
70 temporary jobs at the Canadian-owned electronics factory near
Dublin, which makes mobile phones and networking devices.

It is noted that the company is planning to move its Irish
manufacturing operation to Celestica factories in other countries
seen as cheaper locations.

Celestica spokeswoman Laurie Flanagan said: "It's part of a
larger global restructuring plan".

In January, Celestica reportedly said it would eliminate 2,000
jobs worldwide, in addition to 6,000 announced in July.  The
company further revealed last month that it might report a loss
this quarter after first-quarter profit fell 91% as demand for
communications and information-technology gear declined.


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


KONINKLIJKE AHOLD: Nominates Anders Moberg President and CEO
------------------------------------------------------------
The Ahold Supervisory Board on Friday announced its proposal to
nominate Mr. Anders C. Moberg (53) as President & Chief Executive
Officer of the company. Moberg will assume the position of Acting
CEO, effective May 5, 2003. His appointment to the Corporate
Executive Board will be proposed at the Annual General Meeting of
Shareholders, which will be held at a later date this year.

Moberg has a long and accomplished career in international
retailing, most notably with the Swedish furniture manufacturer
and retailer IKEA Group, which he joined in 1970. From 1986 to
1999, Moberg served as CEO and President of IKEA Group, working
closely with Ingvar Kamprad, the founder and owner of IKEA.
Moberg was recognized as being a driving force for change and
creativity in the company and is credited with the successful
global expansion of the IKEA concept.

In 1999 Anders Moberg joined the U.S.-based company Home Depot,
the second largest home goods retailer in the United States, as
Division President, International, a position he held until 2002.
Over this period, Moberg strengthened the performance of the
operations in Canada and Mexico and led expansion in these
markets.

Remarks by Henny de Ruiter, Chairman of the Ahold Supervisory
Board

In a comment, Henny de Ruiter, Chairman of the Ahold Supervisory
Board and temporarily responsible for the Corporate Executive
Board, said: 'Anders Moberg has spent his entire career working
for two of the world's most successful retailers. Strongly
focused on customers' needs and product innovation, he is a true
internationalist, decidedly exceptional in his ability to put
retail into a global context. We are delighted that he will join
Ahold.'

Remarks by Anders Moberg, proposed Ahold President & CEO
'Having had the opportunity to meet with many people from the
Ahold group of companies, I am convinced that if we all work
together we can bring Ahold back on track again,' said Moberg.

Moberg is a member of the Supervisory Boards of LEGO A/S, Velux
A/S and DFDS A/S, all Danish companies. In Sweden he is
Supervisory Board member at Ahlsell AB and Hilding Anders AB as
well as advisor to the private equity fund Nordic Capital. He is
also Supervisory Board member of Einstone Inc. in the United
States and Sourcebynet LTD in Singapore. Moberg is married and
has three children.

CONTACT:  KONINKLIJKE AHOLD N.V.
          P.O. Box 3050 1500 HB
          Zaandam Netherlands
          Phone: +31 (0)75 659 57 20
          Fax: +31 (0)75 659 83 02
          Homepage: http://www.ahold.com


KONINKLIJKE AHOLD: To Divest Malaysian Operation to Dairy Farm
--------------------------------------------------------------
-- U.S. Foodservice securitization programs extended
-- Deloitte & Touche resumes audit at Albert Heijn and Stop &
Shop

Ahold on Friday announced it has reached agreement for the sale
of its Malaysian activities, operating under the name of TOPS
Retail (Malaysia) Sdn Bhd (TOPS) to Dairy Farm Giant Retail Sdn
Bhd (Giant), a subsidiary of Dairy Farm International Holdings
Limited. The transaction - an asset purchase agreement - is
expected to be finalized in the third quarter of 2003. The
transaction sum was not disclosed. The divestment of Ahold's
activities in Malaysia is part of its strategic plan to
restructure its portfolio to focus on high-performing businesses
and to concentrate on its mature and most stable markets.

Dairy Farm is based in Hong Kong. The company is listed on the
London Stock Exchange and owns a range of food retailers in
several Asian markets. Dairy Farm has annualized sales of
approximately USD 4 billion from activities in Hong Kong, China,
Taiwan, Korea, India, Singapore, Indonesia and Malaysia.

The transaction involves 34 stores and one grocery distribution
center. The actual transfer of the stores and distribution center
will take place following regulatory approvals in Malaysia and
the satisfaction of other customary conditions. Store and
distribution center associates will be transferred to Giant.
Ahold's Malaysian headquarters staff and assets are not included
in the transaction, although Ahold is committed to meeting its
obligations to these associates.

Ahold entered the Malaysian market in 1996 through a 60-40 joint
venture with Perlis Plantations, a subsidiary of the Kuok Group,
and opened its first two stores in October of that year. Ahold's
Malaysian operation became a wholly-owned subsidiary in December
2000. Unaudited net sales in 2002 amounted to approximately Euro
85 million. Ahold employs approximately 1,750 people in Malaysia.

U.S. Foodservice securitization programs extended
On March 5, 2003, Ahold announced an extension of the U.S.
Foodservice securitization programs that were due to expire on
February 27 and 28, 2003, until the last week of April 2003. The
securitization programs currently have USD 750 million
outstanding, of which USD 300 million matures in 2005.

Ahold confirms it has extended the remaining USD 450 million of
the securitization programs for an additional 60 days. Of the USD
450 million capacity, USD 200 million will amortize over this
period of 60 days. It is intended that the USD 200 million that
is amortizing will be financed by the USD 450 million back-up
commitment. This back-up commitment was established to support
the securitization programs and announced as part of the Euro 3.1
billion facility in February 2003.

The remaining USD 250 million capacity under the USD 450 million
back-up commitment will remain available to Ahold as necessary
for further support of the U.S. Foodservice securitization
programs.

Deloitte & Touche resumes audit at Albert Heijn and Stop & Shop
The delivery of audited 2002 financial statements for Albert
Heijn and Stop & Shop by May 31, 2003 is a condition precedent
governing the availability of the second, unsecured tranche of
USD 915 million of the Euro 3.1 billion credit facility
previously announced by Ahold. At this time, only the audits at
Albert Heijn and Stop & Shop have resumed.

CONTACT:  ROYAL AHOLD N.V.
          P.O. Box 3050 1500
          HB Zaandam Netherlands
          Phone: +31 (0)75 659 57 20
          Fax: +31 (0)75 659 83 02
          Home Page: http://www.ahold.com

          Ahold Corporate Communications
          Phone: +31.75.659.5720


===========
S W E D E N
===========


SKANDIA: Prudential Completes Acquisition of American Skandia
-------------------------------------------------------------
On December 20, 2002 it was announced that Prudential Financial,
Inc. (US) acquires American Skandia. The transaction has now been
completed after all necessary regulatory approvals having been
obtained.

Prudential Financial, Inc. (US) acquisition of American Skandia
was completed on May 1, 2003.

The transaction
The transaction values American Skandia at USD 1,150 million as
per September 30, 2002, including both external and intra-group
borrowings. Most of the funds will be used to repay external
loans. Skandia's external borrowings amounted to SEK 9.6 billion
as per 31 December 2002. The transaction entailed a negative
result impact of SEK 4.4 billion for Skandia, which was charged
in its entirety against 2002 earnings.

Guarantee commitments
The transaction agreement contains customary representations and
warranties and similar guarantee commitments, which are limited
as to time and amount. The maximum accumulated guarantee amount
is limited to USD 1 billion. Certain warranties pertain to
litigation. American Skandia is currently party to a class action
suit. In Skandia's opinion, which is shared by external counsel,
this suit is without merit.

CONTACT:  SKANDIA
          Ulf Spang, Senior Executive Vice President
          Phone: +46706642905
          Odd Eiken, EVP Communications and Strategy
          Phone: +46 8 788 2880


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


ABBEY NATIONAL: To Close Scottish Provident Offices at Edinburgh
----------------------------------------------------------------
Abbey National will close Scottish Provident offices at Edinburgh
Park after a "strategic review" revealed these to be surplus to
requirements.

In line with the plan, the bank intends to serve redundancy
notices to 15 Scottish Provident staff, and relocate 65 others to
the group's headquarters in St. Andrew's Square.  Many of those
who will be made redundant will be offered fresh placements in
Abbey's Glasgow office.

The move was part of an effort to "reduce operational
expenditure," according to a ScotProv spokeswoman.

She said: "Integrating the company into our headquarters at St
Andrews Square will stem rental and support costs. It will also
benefit the customers to bring the teams closer together."

The insurer, which Abbey bought for GBP1.8 billion in 2000, has
since incurred around GBP1 billion in losses.  It warned of
widespread job losses in February.

The spokeswoman, however, maintained that contrary to
speculations, the historic brand name ScotProv will be retained.

"...While all our brands are constantly under review, Scottish
Provident remains a strong brand name," she said.

Hugh Scullion of trade union Amicus said: "We will be opposing
any compulsory redundancies, and will begin official consultation
talks on May 9."  He expects to determine the full effects of the
closure after the consultation period.


ARBRE ENERGY: Buyer Is "Green" Energy Firm, Future Still Unclear
----------------------------------------------------------------
The buyer of Yorkshire-based Arbre Energy that liquidator
PricewaterhouseCoopers refused to identify last week is an
American "green" energy company, according to Yorkshire Today.

The new owner of the GBP40 million prototype wood-burning plant
at Eggborough is Bio Development International (BDI), a renewable
energy specialist based in New Hampshire in the United States,
the report says.

Arbre was placed into liquidation in August by its majority owner
Energy Power Resources, after Yorkshire owner, Kelda, withdrew
financial support for the plant.

The fate of Arbre remains uncertain, however, despite the buy-out
and the promise of financial assistance to prevent the permanent
closure of the site from the European Commission and the
Department of Trade and Industry.

At present, there are fears that the facility could be stripped
of its technology.  The plant uses willow trees for fuel as a
condition under the Non Fossil Fuel Obligation contract that gave
its previous owner a premium electricity price.  The terms are
not believed to be part of the current deal.

A BDI spokeswoman, while saying it was too early to make an
official statement, assured that the company intends to continue
using willow for fuel.

She said: "We already run similar projects to Arbre and they are
very successful. However, we are still in discussion with the
British Government over any funding."

BDI specializes in highly-efficient fossil fuel technologies as
well as wind, water and biomass-generated electricity.


AMP LTD.: CSFB Drops Share Price, Retains "Underperform" Call
-------------------------------------------------------------
Credit Suisse First Boston dropped its 12-month share price
target for AMP Ltd. by 27% to AU$5.50 from AU$7.50 after the
global fund manager and insurer announced plans to demerge its
business.

AMP wanted to split its assets into Australasian and U.K.
Henderson operations.  It also wanted to dispose equities to cut
the UK Life Services business' exposure to that stock market, and
raise A$1 billion ($620 million) selling new shares to
professional investors and A$500 million to retail investors.
It as well plans to write down about AU$2.6 billion in U.K.
asset.

CSFB, however, kept its "underperform" call on the stock, Dow
Jones said citing a note to clients.

It says the plan "makes sense for AMP, as it was otherwise faced
with the problem of (U.K. insurer) Pearl's poor capital position
keeping a drag on the company for many years to come."

It added: "That said, in our view the demerger does not create
value, rather it quarantines the risk to the "new Henderson"
business. We consider the demerger is no certainty. AMP is yet to
determine the voting procedures, and in our view it may still
suffer from regulatory concerns (particularly from the U.K.
regulator)."


AMP LTD.: Ratings Down, Under Review for Further Downgrade
----------------------------------------------------------
Moody's downgraded the ratings of AMP's UK life insurance
entities from A3 to Baa1, and placed them under review for
possible further downgrade.

The action follows the Australian group's announcement of its
intention to raise AU$1.5 billion of new equity capital as part
of its demerger plan.   AMP plans to break down its business into
two separate and distinct groups, one containing the majority of
the UK businesses (UK plc), and the other retaining the
Australasian businesses (new AMP).  Both groups will be
operationally and financially independent.

The rating agency says it will focus its review on "the
significant executional transactions necessary to complete the
capital raising and demerger process, as well as the considerable
change in new AMP's risk and financial profile on the successful
completion of the process."

Moody's review for possible downgrade is predicated on the full
underwriting of the proposed AU$1.5bn equity issue.

The rating agency also considers critical the successful
reduction of new AMP's external debt position, using the equity
proceeds.

The action on AMP's UK life operations is based on the fact that
the implicit ratings support that the business enjoys before will
no longer be present after the demerger.

After the transaction, the UK entities will be self-reliant for
capital.  Moody's also says that the proposed de-risking of the
UK life funds, in particular reduction in equity exposure, could
in the long-run lead to lower levels of policyholder returns.

The rating agency will the fore evaluate the stand-alone capital
quality of these entities, as well as the prospects for future
policyholder returns.

The following ratings were placed under review for possible
downgrade

AMP Life Ltd

Aa3 insurance financial strength

AMP Group Holdings Ltd

A3 senior debt

AMP (UK) Finance Services plc

A3 senior debt

P-2 commercial paper

AMP Group Finance Services Ltd

A3 senior debt

Baa1 subordinated debt

P-2 commercial paper

AMP Henderson Global Investors

Baa2 preferred stock

AMP Bank

Long-term deposit rating at A3

Long-term senior debt at A3

Long-term issuer rating at A3

Long-term subordinated debt at Baa1

Long-term junior subordinated debt at Baa1

Short-term deposit rating at Prime-2

Other short-term obligations at Prime-2

GIO Finance Limited

Baa3 senior debt

P-2 commercial paper


The following ratings were downgraded and placed under review for
possible downgrade

Pearl Assurance plc

insurance financial strength to Baa1 from A3

National Provident Life

insurance financial strength to Baa1 from A3

NPI Finance plc

subordinated debt to Baa3 from Baa2


The following rating was confirmed

AMP Bank

Bank financial strength rating at D.


AQUILA INC.: CEO to Outline Financial and Operating Strategies
--------------------------------------------------------------
Richard C. Green, chairman and chief executive officer of Aquila,
Inc., will outline the company's financial and operating
strategies at the American Gas Association's Financial Forum in
Scottsdale, Ariz., at 5:15 p.m. (Central Time) Monday, May 5.

The presentation will be webcast.

Green will be one of 22 energy industry leaders making a
presentation at the annual two-day conference for financial
community representatives. More than 550 security analysts,
investors and energy industry executives are registered for the
conference.

To access the live webcast, go to http://www.aquila.comand click
Presentations and Webcasts under the Investors section. Listeners
should allow at least five minutes to register and access the
presentation. For those unable to access the live broadcast,
replays will be available for two weeks, beginning approximately
two hours after the presentation.

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks serving customers in seven
states and in Canada, the United Kingdom, and Australia. The
company also owns and operates power generation assets. More
information is available at http://www.aquila.com

CONTACT:  AQUILA, INC.
          Investor Contact:
          Neala Clark
          Phone: 816/467-3562


BOOTS: Appoints Baker Chief Executive, Rudd Chairman of Board
-------------------------------------------------------------

The Board of Boots on Thursday announced the following
appointments and changes:

-- The appointment of Richard Baker as Chief Executive with
effect from September 15, 2003. Richard Baker, 40, is currently
Chief Operating Officer of Asda. He has been at Asda since 1995.

-- The appointment of Sir Nigel Rudd as Chairman, effective from
September 15, 2003.

Steve Russell will relinquish the role of Chief Executive and
leave the Board at the end of May.

John McGrath, currently Chairman, will also become Acting Chief
Executive from the end of May until September 15, when he will
retire from the Board.

During Richard's career at Asda he has worked in a range of
positions including Chief Operating Officer and Group Marketing
Director. He has been a key member of the management team during
a period when Asda has been achieving very strong revenue and
profit growth. As Chief Operating Officer he has been responsible
for the commercial aspects of Asda's activity with a focus on
trading, supply and marketing. In his role as Group Marketing
Director his remit included corporate marketing, own brand
products, customer service and store development programs. Whilst
at Mars he progressed through a series of roles including
national account management, marketing and then Head of Sales for
U.K. multiples.

Boots Chairman John McGrath said:

'We have been looking for the right person to accelerate
strategic change at Boots. I believe that with Sir Nigel Rudd as
Chairman and Richard Baker as Chief Executive we have an
excellent combination of skills to lead our strong new executive
team. Richard has an outstanding track record in both retail and
marketing and I am very pleased to welcome him to Boots.

I would also like to thank Steve Russell for his tremendous
contribution to the company during his 36 years' service and in
particular his support over the last few months. He leaves the
company much changed for the better and the improving trend in
recent sales performance is a testament to his hard work.'

Commenting on his appointment Richard Baker said:

'I am delighted to be joining Boots, it is one of the most
trusted brands in the country with a great team of people,
tremendous customer loyalty and strong positions in growth
markets. I am looking forward to working with my new colleagues
to deliver a successful future for Boots.'

CONTACT:  BOOTS
          Investor Relations
          Chris Laud
          Phone: +44 (0) 115 968 7171


CBR GROUP: Faces Disintegration to Cover GBP5.1 Million Debt
------------------------------------------------------------
The CBR Group, one of the U.K.'s market leaders in the provision
of industrial and commercial cleaning and related services, was
put into administration after posting heavy losses at its
asbestos removal and commercial cleaning divisions.

Based in Eggborough near Selby, the cleaning company was forced
to lay off 350 of its staff and now faces being broken up in an
attempt to cover debts worth GBP5.1 million.

Accountants from Ernst & Young shut down CBR Commercial Cleaning
after failing to find a buyer.  The unit employed the bulk of the
company's 500 staff, mostly part-timers.

The group's asbestos business, CBR Services, was sold to Hertel
UK the Middlesbrough-based arm of the Dutch industrial cleaning
group.

Administrators Hunter Kelly and Charles King is hoping to find a
buyer for the remaining subsidiary, CBR Engineers, a profitable
metal fabrication business based in Castleford.

Last month, CBR sold its fourth division, Steadfast Scaffolding,
to Deborah Services of Cleveland.

CONTACT:  CBR GROUP
          Ergon Ho
          Weeland Rd
          Eggborough
          Goole
          N. Humberside
          DN14 0RX
          Phone: (01977) 661266
          Fax: (01977) 661742


CONVERGENT COMMUNICATIONS: Finance Director Leaves After Review
---------------------------------------------------------------
Pocklington-based Convergent Communications lost another member
of its board with the departure of group finance director Simon
Barrick.

The news follows a review by the board on the financial needs of
the company, held as corollary to the announcement that the sale
of Convergent Systems last month had led to a simplification of
the group structure.

In the light of this review Mr. Barrick is leaving the company to
"pursue fresh challenges" and resigned as a director with effect
from May 1.

Mr. Barrick's departure also follows Tony Farmer's resignation as
chief executive announced at the beginning of April.  John
Conoley, managing director of the Convergent Systems division,
which was sold earlier this month, also resigned earlier from the
company.

Group financial controller Robert Reah and an external interim
manager will take over Mr. Barrick's role, while former chief of
supply chain software developer Science Warehouse Graham Darnell
will replace Mr. Farmer.

Convergent Communications reported a GBP3 million taxable loss
when it issued half-year figures in December.

CONTACT: CONVERGENT COMMUNICATIONS PLC
         Blenheim House
         York Road
         Pocklington
         York, YO42 1NS
         Phone: +44 (0)1759 322 600
         Fax: +44 (0)1759 322 618


CORDIANT COMMUNICATIONS: Reports Preliminary Audited Results
------------------------------------------------------------
-- Revenues down 11.3% on an underlying basis to GBP532.7 million
(2001: GBP605.0 million)

-- Operating expenses* cut by 12.2% on an underlying basis to
GBP495.7 million (2001: GBP568.5 million)


-- Operating profit* up 1.4% to GBP37.0 million. Operating
margin* increased to 6.9% from 6.0% in 2001

-- Restructuring plan announced in September 2002 now complete
with annualised cost savings in excess of GBP45.0 million,
GBP18.0 million ahead of plan

-- Exceptional operating expenses of GBP45.6 million, exceptional
goodwill impairment of GBP171.1 million, goodwill amortisation
GBP28.9 million

-- Reported pre-tax loss of GBP228.2 million (2001: GBP270.8
million loss)

-- Adjusted headline earnings* per share stable at 3.6p (2001:
3.6p)

-- Agreement in principle with lenders on continuing financing
arrangements

*shown pre-goodwill amortisation and impairment and pre-
exceptional operating expenses

CONTACT:  CORDIANT COMMUNICATIONS
          Phone: +44 (0) 20 7457 2020
          David Hearn, Chief Executive Officer
          Andy Boland, Finance Director

          COLLEGE HILL
          Phone: +44 (0) 20 7457 2020
          Alex Sandberg
          Adrian Duffield


EDINBURG FUND: Split-capital Trust Continues March Downhill
-----------------------------------------------------------
The financial results of ailing Edinburgh Leveraged Income Trust,
managed by Edinburgh Fund, showed a further worsening of the
split-capital trust's health.

The trusts' gross assets dwindled to just GBP5.9 million at the
end of February, and it still owes GBP9.5 billion after paying
GBP18 million of bank loans during the year.

The good news is that the Bank of Scotland has agreed not to call
in its remaining debt in the year to March 31, 2004 "unless
market conditions deteriorate markedly".

Edinburg Leverage Income indicated last summer it would cut cost
and forego management and directors' fees for the foreseeable
future.

It is hopeful that with the bank support there could yet be some
return for holders of zero dividend preference shares.  It,
however, played down hopes of any return to ordinary shareholders
at this stage.

In a statement the trust says: "It is disappointing to report
that this has been another extremely difficult period for equity
investment.  In addition to slower than anticipated world
economic growth investors became unsettled initially by
accounting scandals in the U.S. and more recently by geopolitical
uncertainty regarding hostilities in Iraq and the nuclear threat
from North Korea."

The trust further says: "Although the prospects of a substantial
upturn in the short to medium term appear unlikely, we have
endeavoured to ensure that the trust can remain in existence, so
that shareholders can retain some interest in any recovery."

To See Edinburg Leverage Income Trust's Financial Statements:
http://bankrupt.com/misc/Edinburg_Leverage_Income.htm


EQUITABLE LIFE: Increases Basic Salary of Chief Executive
---------------------------------------------------------
Equitable Life's annual report shows that the basic salary of its
chief executive, Charles Thomson, has increased by 35% to
GBP371,250 last year.

Mr. Thomson also stands to receive more than GBP206,250 in two
years time under a "golden handcuffs" payout that aims to
encourage him to stay in the company.

Equitable played down the generous remuneration by pointing out
that Mr. Thomson's performance bonus for this year dropped to
GBP41,250 from last year's GBP247,500.

The lucrative bonuses awarded to Mr. Thomson and chairman Vanni
Treves were known to have been subject of criticisms at last year
meetings.  The executives received a total of GBP472,000
following what is considered a "ghastly year" for the insurer.

Mr. Thomsom was actually offered GBP82,500 this year, but he
chose to receive only half, according to a spokesman.

The insurer's 900,000 policyholders are scheduled to approve its
remuneration report at the annual meeting at Wembley conference
centre on May 28, even though "as a mutual it is not obliged to,"
a spokesman said.


HOLMES PLACE: Preliminary Results for 2002
------------------------------------------
-- Group turnover up 17% to GBP144.1 million (2001: GBP122.7
million)

-- EBITDA, before exceptional items and share of joint venture
losses, was GBP34.2 million (2001: GBP34.7 million restated)

-- Operating profit, before exceptional items and share of joint
venture losses, was GBP18.2 million (2001: GBP23.2 million)

-- Profit before tax, exceptional items and share of joint
venture losses was GBP11.0 million (2001: GBP19.7 million)

-- Fully diluted loss per share of 0.8 pence (2001: 9.1 pence
earnings per share restated)

-- Total membership increased by 7% to 259,233 (2001: 242,386)

-- The Company remains in discussions with an interested party,
which may or may not lead to an offer being made for Holmes
Place.  These discussions are at an advanced stage and a further
announcement is expected shortly

Commenting Graham Reddish, Chairman, said:

'The results for the Group for the year ended December 31, 2002
were very disappointing.  2002 was generally a difficult year for
the U.K. listed health and fitness operators and Holmes Place was
no exception.  In the U.K., the environment has become
increasingly competitive with some operators having expanded
aggressively over the past two years.  As a result consumers have
a greater choice of facilities within easy travelling distance.
This factor affected the Group's new member levels and coupled
with lower retention rates helped contribute to the poor results.

'The Group has had a very difficult start to the current
financial year and overall the outcome for 2003 is likely to be
significantly below the Board's earlier expectations. The
prospects for the previously hoped for marked improvement in
overall Group profitability and cash generation beyond 2003 have
declined.

'The Company remains in discussions with an interested party,
which may or may not lead to an offer being made for Holmes
Place.  These discussions are at an advanced stage and a further
announcement is expected shortly.

'The Company remains in discussions with its banks in relation to
obtaining the necessary amendments to the Group's banking
covenants and the further additional funding that would be
necessary to meet the significant existing contractual capital
expenditure obligations that the Group has during the course of
the next three years in the event that an offer is not made, or
if made does not complete.'


CHAIRMAN'S STATEMENT

The results for the Group for the year ended 31 December 2002
were very disappointing.  2002 was generally a difficult year for
the U.K. listed health and fitness operators and Holmes Place was
no exception.  In the U.K., the environment has become
increasingly competitive with some operators having expanded
aggressively over the past two years.  As a result consumers have
a greater choice of facilities within easy travelling distance.
This factor affected the Group's new member levels and, coupled
with lower retention rates, helped contribute to the poor
results.

In Continental Europe, clubs on the Iberian Peninsula continued
to perform strongly in 2002, while trading in Switzerland was in
line with expectations. The clubs in Austria and Germany had a
mixed performance, with a slower than anticipated sales growth in
the newer clubs, but the Group remains confident that this market
will ultimately produce good returns.

Results

At the year-end Holmes Place operated from 67 clubs; 49 in the
U.K. and 18 in Continental Europe.  Total membership across the
Group was 259,233 (2001: 242,386) with 32% of these members in
Continental Europe.

Group turnover for the year increased by 17% to GBP144.1 million
(2001: GBP122.7 million). Like-for-like sales for mature clubs
across the Group as a whole were flat year on year, while in the
U.K., like-for-like sales for mature clubs saw the impact of
increased competition and ended the year down 3%.  Secondary
spend, including personal training, accounted for 14% of full
year sales down from 15% last year.  Joining fees reduced to 5%
of sales (2001: 7%).

EBITDA was GBP34.2 million (2001: GBP34.7 million restated)
before exceptionals of GBP5.96 million and the share of joint
venture losses of GBP0.5 million.  Operating profit before
exceptional items and the share of joint venture losses was
GBP18.2 million (2001: GBP23.2 million) and profit before tax and
exceptional items and the share of joint venture losses was
GBP11.0 million (2001: GBP19.7 million).

The GBP5.96 million charge for exceptional items related to
reorganization costs of GBP1.4 million as a result of
restructuring the business, a charge of GBP2.0 million relating
to abortive costs resulting from the postponement or cancellation
of new clubs, both in the U.K. and Continental Europe, further
costs incurred on the closure of existing Holmes Place clubs in
Basel, Switzerland and Alma, Germany (GBP1.0 million), the
closure of the Hammersmith Holmes Place club (GBP0.11 million)
and costs incurred in site finding in the joint venture with
Bally Total Fitness Holding Corporation in Europe (GBP0.35
million).  Fees for corporate activity over the course of the
year amounted to a further GBP1.1 million.

During the period the Group generated GBP34.4 million of net cash
flow from operating activities in comparison to the GBP35.4
million generated during 2001.

At the year end, the Group had net debt of GBP166.6 million
(2001: GBP128.6 million) and the net interest charge for the full
year was GBP7.2 million (2001: GBP3.5 million).

Fully diluted loss per share was 0.8 pence (2001: 9.1 pence
earnings per share restated).

Corporate Developments

The Company remains in discussions with an interested party,
which may or may not lead to an offer being made for Holmes
Place.  These discussions are at an advanced stage and the Board
expects that a further announcement in relation to the possible
offer will be made shortly.

Financing

In October 2002 the Group announced that, in the U.K., it had
continued to experience an increasingly competitive environment
and as a result the Board believed that the outturn for the year
might be significantly below its earlier expectations.  In
January 2003, the Company issued a further statement indicating
that trading remained difficult and that as a consequence, the
Company had been in discussions with its banks to ensure that the
Group's banking covenants were brought into line with the Board's
revised expectations.

Following this marked deterioration in trading in the last
quarter of 2002 and a difficult start to the first six weeks of
the current year, the Group issued a further announcement on 25
February 2003 stating that, given the changes in the Group's
trading outlook, the Board had been in discussions with the
Group's lead bank and that further changes to the Group's banking
arrangements were likely to be required.

The Company remains in discussions with its banks in relation to
obtaining the necessary amendments to the Group's banking
covenants and the further additional funding that would be
necessary to meet the significant existing contractual capital
expenditure obligations that the Group has during the course of
the next three years in the event that an offer is not made, or
if made does not complete.

Dividend

In view of the Group's current financial circumstances, the Board
does not propose to declare a final dividend (2001: 3.3 pence per
share (net)).  The interim dividend of 1.9 pence per share, paid
to shareholders in November 2002, is therefore the total dividend
payable for the year.

Joint Venture with Bally Total Fitness Holding Corporation

In the light of the difficult conditions that the Group is facing
it was decided that the joint venture established with Bally
Total Fitness Holding Corporation in December 2001 should be
discontinued.  As a result of this decision, Holmes Place
incurred an exceptional charge of GBP0.35 million, representing
the costs incurred in finding sites for the joint venture in
Europe, which will not now be developed.

Status of Accounts

The preliminary statement of annual results for the year ended 31
December 2002 which in accordance with the Listing Rules has been
agreed with the Group's auditors, Deloitte & Touche, has been
prepared on the going concern basis. However, the Group is
currently in breach of its banking facilities and there is no
certainty that the accounts for the period ended 31 December 2002
will receive an unqualified audit opinion.

Current Trading and Prospects

The Group has had a very difficult start to the current financial
year.  Since 25 February 2003 the business has continued to trade
below budget, although not as poorly as it traded during the
first six weeks of the year.  Overall, the outcome for 2003 is
likely to be significantly below the Board's earlier
expectations. The prospects for the previously hoped for marked
improvement in overall Group profitability and cash generation
beyond 2003 have declined.

Given the difficult trading environment and the economic and geo-
political uncertainty affecting the U.K. and Continental Europe,
the Board believes that it is likely that it will take some time
for the Group to return to strong growth levels.

REVIEW OF OPERATIONS

2002 was a challenging year for Holmes Place where the imbalance
of supply and demand in the UK affected the trading of the Group.
Members of health and fitness clubs tend not to travel more than
10 to 12 minutes to get to their clubs and, today have a far
wider choice of clubs to join.  As a result of this increased
competition, the Group experienced lower retention rates,
particularly in some of its more mature clubs.

Six new Holmes Place clubs were opened during the year; three in
the UK and three in Continental Europe.  The new clubs in the UK
have benefited from the strength of the Holmes Place brand and
generally performed well.  In Continental Europe, overall trading
was in line with the Group's expectations.

During the course of the year a comprehensive review of the
business was undertaken and as a result a major restructuring of
the Group has now taken place.

United Kingdom

The rapid rate of new club openings in 2001 and 2002 by a number
of health club operators has, it is estimated, added
approximately 60% to the available premium sector capacity in
Central London and approximately 30% to premium sector capacity
outside of London leading to increased competitiveness.

Turnover across the U.K. (excluding Leisure Management) was
GBP98.6 million (2001: GBP84.4 million), while operating profit
(excluding Leisure Management), before exceptional items was
GBP22.5 million (2001: GBP26.2 million).  63% of the U.K.
portfolio of Holmes Place clubs is now mature.

Holmes Place operates five clubs in the City of London where
there has been a significant decline in the workforce. Reflecting
this uncertainty, performance at these clubs was below the
Group's expectations, with some of the clubs seeing a net decline
in membership for the first time.

Outside of the City of London, despite the extra capacity in the
premium sector, Holmes Place clubs have on the whole experienced
a growth in membership levels, albeit at a slower rate than
previously anticipated.

The new Holmes Place clubs at Sunbury on Thames and Fulham Pools
which opened during the year had strong pre-opening sales and
ended the year with over 4,000 members each.  In Croydon, the new
club has been affected by high levels of competition in the area.

In January 2003 the Group opened a club in Edinburgh, its first
Holmes Place club in Scotland.  Pre-opening sales were good
particularly given that Holmes Place had no presence and limited
brand recognition in Scotland.  It is trading in line with the
Board's expectations.

Continental Europe

Turnover in Continental Europe was GBP32.3 million (2001: GBP24.8
million), whilst operating profit before exceptional items was
GBP2.2 million (2001: GBP2.0 million).

Clubs on the Iberian Peninsula continued to trade strongly during
2002.  At the year end, the Group had 22,327 members in Portugal
(2001: 18,998).  Turnover was GBP9.5 million (2001: GBP6.5
million), whilst operating profit before exceptional items was
GBP2.7 million (2001: GBP1.9 million). This market continues to
grow strongly for Holmes Place with its mature clubs remaining
close to capacity.  The new Holmes Place club, Avenida, in Lisbon
which opened in October 2002 suffered from a late opening and as
a result, whilst growing strongly, it remains behind its expected
membership.

Spain had 33,707 members at the year's end (2001: 29,543).
Turnover was GBP9.3 million (2001: GBP6.7 million), while
operating profit before exceptional items was GBP1.5 million
(2001: GBP1.3 million). The Europolis clubs continued to trade
well and the Holmes Place club in Madrid is growing steadily.
The Holmes Place club in Barcelona had a somewhat slow start, but
following its opening, performance has improved.

In Central Europe, Switzerland, including City Green, performed
in line with expectations and is producing good cash flows.  The
Group had 19,269 members in this region, a reduction on last year
following the closure of the club in Basel (2001: 20,276).
Despite this closure, turnover increased to GBP9.2 million (2001:
GBP9.0 million), while operating profit before exceptional items
was GBP0.7 million (2001: GBP0.1 million).

In Germany and Austria the performance has been mixed. As at the
year's end, membership was 8,152 (2001: 4,131).  Turnover was
GBP4.3 million (2001: GBP2.6 million) while operating losses
before exceptional items were GBP2.7 million (2001: loss GBP1.4
million). The Holmes Place club in the centre of Vienna continues
to perform strongly while the other Holmes Place club next to the
United Nations is experiencing slower growth due to the fact that
the large office development it sits in remains largely empty.
It is interesting to note, however, that people are prepared to
travel for good quality facilities and that the catchment area
for this club is greater than usual.  The Holmes Place club in
Berlin has shown slow, steady growth, while the new Holmes Place
clubs in Salzburg and Hamburg that opened at the beginning of
April experienced strong pre-opening sales and continue to record
pleasing membership levels.

Leisure Management

The new contract to manage five facilities in Essex for Rochford
District Council traded ahead of expectations.  As a whole the
division performed well despite the competitive pressures.
Turnover was GBP11.2 million (2001: GBP9.7 million) while
operating profit before exceptional items was GBP1.4 million
(2001: GBP0.8 million). This division continues to offer long-
term steady growth and is an important area for the Group.

Joint Venture

The Holmes Place club in Chicago traded in line with
expectations.  As a result of the decision to suspend the joint
venture, due to the financial constraints facing Holmes Place,
the development of the two Bally type sites in Germany and
Portugal will not take place.  As anticipated, the Group's share
of trading losses was GBP0.5 million.

Israeli Investment

The Israeli group of companies continued to perform in line with
its expectations despite the economic and political situation.
The Israeli operations now comprise; seven Holmes Place clubs, of
which one club is in Athens, Greece and seven mid-market Shape
clubs.

This group is currently undertaking a further equity fund raising
exercise in which the Board of Holmes Place has declined to
participate.  As a result Holmes Place's investment may be
diluted from 19.6% to approximately 15%.

Restructuring

The management structure has been flattened and streamlined
allowing the clubs to concentrate on operations and provide a
better, more efficient service.  This has resulted in a layer of
management being taken out of the business and the appointment of
four Regional Directors who are responsible for the U.K. and
Continental Europe with Regional Managers reporting into them.
More efficient use of central functions will be made with greater
emphasis on training and development.  As a result of this
restructuring it is anticipated that annualised savings of GBP1
million will be made, with further savings still to be realised.

Part of the review focused on the Group's expansion plans for the
next three years.  Given the Group's financial position, the
decision was taken to defer the opening of four clubs in the UK
and nine in Continental Europe in order to defer start-up costs
and capital expenditure.  In addition, a further eight projects
have been cancelled.  As a result, seven new clubs will now open
in the U.K. and 18 in Continental Europe between 2003 and 2005.
Current committed capital obligations for this revised three-year
expansion programme is now GBP73 million (2003: GBP35 million,
2004: GBP23 million and 2005: GBP15 million).

Given the economies of scale the Group now has, it has also been
able to make a number of design modifications that will reduce
the fit out costs of new clubs without affecting the high quality
of the facilities.

To see financials: http://bankrupt.com/misc/holmes_place.htm


IMPERIAL CHEMICALS: Reports Unaudited First-Quarter Results
-----------------------------------------------------------
Trading Headlines

-- Group sales for the quarter 4% lower than 2002, but comparable
International Business sales 1% ahead.

-- Comparable International Business trading profit* 31% lower,
with significant shortfalls in Quest, National Starch and
Uniqema.

-- Group profit before tax* GBP52m for the quarter, GBP14m below
2002.

-- Cash outflow GBP78m better than Q1 2002. Net debt at quarter
end GBP1,894m

Strategy Update

-- Intensive review of major strategic options completed.

-- No major divestments to be made at this time

-- Current under-performance being addressed by short-term
initiatives and structural cost reduction program, the first
stage of which is being announced today [Thursday]

*Trading profit and profit before tax figures are quoted before
goodwill amortisation and exceptional items throughout this
statement unless otherwise stated. References to "comparable"
performance exclude the effect of currency translation
differences and the impact of acquisitions and divestments on the
results reported by the International Businesses. All references
to the Group's performance are "as reported".

John McAdam, Chief Executive said:

"Although sales and cash flow for the quarter were satisfactory,
profit was poor, and the Group is under-performing. As a
consequence, we have undertaken an intensive review of major
strategic options and through this process we have reached a
number of conclusions.

Firstly, divestments are not attractive at this point in time,
due to the recent underperformance of businesses and potential
disposal costs. Secondly, we believe that significant scope
exists across the whole Group for cost reduction and performance
improvement. We believe that pursuing these opportunities will
create most value for shareholders.

Current performance issues will be addressed in two ways:

Specific and urgent short-term initiatives to restore Quest's
market position, raise prices and margins in National Starch and
Uniqema, and reduce discretionary costs right across ICI; and
Structural cost reduction right across the business.
I am currently conducting a radical and rigorous assessment of
the structural cost reduction opportunity with divisional
management. I am committed to delivering significant value from
this process and I will update shareholders on this at the time
of the half-year results.

Today [Thursday], we are announcing the first stage of the
structural cost reduction program. In itself, it is by no means
transformational for ICI, but it is made up of a number of
projects which will deliver sustainable bottom-line improvement,
will be executed quickly and effectively, and will be financed by
reducing our current capital expenditure budgets.

The economic environment for the rest of 2003 is, at best,
uncertain, and it is clear that ICI cannot rely on improved
market conditions to aid profit growth."

Annual General Meeting

The Annual General Meeting of the Company will be held on May 22,
2003 at the Queen Elizabeth II Conference Centre, Broad
Sanctuary, Westminster, London SW1

Next Announcement

Trading results for the second quarter of 2003 will be announced
on July 31, 2003.

To See Full Report:
http://bankrupt.com/misc/ICI.pdf


ESSIENT PHOTONICS: Failure to Raise Funds Ushers Liquidation
------------------------------------------------------------
Scottish Essient Photonics is being liquidated after failing to
raise the expected GBP10 million funding needed to sustain
operations.

Ken Jones, who was appointed chief executive in December of last
year, had hoped to raise GBP9.7 million in venture capital
funding at the end of March.  But the prolonged downturn dampened
investor interest on tech-oriented businesses, and scuttled plans
to raise the needed amount.

Essient has now run out of cash and is not yet generating
revenues.

Provisional liquidator Kroll is currently seeking a buyer for the
technology, which was created in March 2002 with the aim of
developing devices to make more effective use of costly fiber
networks in the telecoms sector.  The program is based on eight
years of research at Glasgow University.

Fraser Gray, partner at Kroll, said "There are expressions of
interest, but it's difficult to gauge if that will translate into
a sale."  He is giving the process between two to four weeks.

Three of the optoelectronics company's 18 staff were laid off
before the appointment of the Glasgow-based liquidator.  The
remainder of the staff is expected likely to resign in the next
few days, according to The Herald.

The business was celebrated as the first spin-out from Proof of
Concept, the early-stage investment vehicle funded by the
Scottish Executive and run by Scottish Enterprise. Proof of
Concept provides six-figure sums of money for university projects
with the potential to develop into high-growth companies.

A spokesman for Scottish Enterprise believes that while Essient's
misfortune is bad news to the Proof of Concept, it does not mean
the end of the program as a whole.

"Proof of Concept is by its very nature high risk, as it deals
with very early-stage funding," he said.


MEPC LIMITED: Fitch Affirms Ratings, Changes Outlook to Negative
----------------------------------------------------------------
Fitch Ratings, the international rating agency, has affirmed the
'BB' Senior Unsecured Debt and 'B' Short-term ratings of MEPC
Limited. The agency has changed the rating Outlook to Negative
from Stable as a result of Fitch's view that this private company
will face refinancing risk over the next two to three years as
various bonds mature.

Detailed parameters for MEPC's financial strategy going forward
are not clear and refinancing risk is significant. The company
has lump-sum bonds maturing in the near future which can be met
from (i) asset sales; (ii) repatriation of disposal proceeds on-
lent to its acquisition vehicle, Leconport; and/or (iii) MEPC's
own bank lines. Existing committed bank lines (September 2002:
GBP355 million undrawn) mature in 2004 and 2005, ahead of bond
maturities that rise to c.GBP200m in 2006 (2004: GBP46m). Bond
maturities in 2003 totalling c.GBP150m are expected to be met
from cash resources and use of committed bank lines. Given MEPC's
status as a private company and its weak debt serviceability
(after excluding interest receivable from Leconport), banks would
probably demand clear parameters of support for MEPC from
Leconport/Hermes, and/or secured lending, before renewing their
facilities. Despite the protection of bond documentation, certain
conceivable actions on their part could prove detrimental to
existing unsecured bondholders. Proceeds from asset sales,
assuming that such funds are retained within MEPC, are not easy
to predict or achieve in a poor property market.

Although MEPC's nearer-term bonds benefit from a maximum 175%
gearing covenant, and forms of negative pledge (restriction on
secured debt) protection, as with many bond clauses they have yet
to be tested to see whether they are truly bullet-proof for
bondholders.

Fitch has requested clarity from MEPC and its owner given that,
within 12 months, it must have a plan for refinancing its bank
lines, or proving that allocated cash is available for bullet
debt maturities. Fitch recognises that MEPC is in a state of
flux, as some of the senior management can be expected to leave
and plans for MEPC thereafter have yet to be finalised. Fitch is
also concerned that the letting-up of the portfolio, with a
current vacancy rate of 16%, may not be receiving active
attention. Fitch is aware that dissimilation of "bad news",
coupled with unclear parameters from the company or Hermes, aids
the company's opportunistic programme of buying bonds back on the
open market. Nevertheless, the agency needs to keep investors
informed of its opinion on the credit.

MEPC's non-investment grade rating continues to reflect the
overall good quality of its GBP1.14bn of property assets (at
January 2003), a stable income from the investment portfolio
(rent roll GBP77m), a diverse tenant base and now minimal
development exposure. However, a shrinking property asset base
should correlate with MEPC's inherent high cost of debt from
bonds and its burdensome overlay of long-dated derivatives - as
exemplified in its gross interest cover of 0.8x (only on
including interest income from Leconport does this coverage
improve). Furthermore, completed but unlet properties may have
aided calculations for management bonus purposes but have
burdened the group's cashflow. Property asset coverage relative
to debt at 1.8 times continues to tighten as disposal proceeds
are not all retained within MEPC. The underlying business park
market is currently weak. The portfolio at YE02 was split:
office/business park 86%, factory outlet centre 14%. In FY02 MEPC
continued its disposal programme, selling GBP394m of selected
properties during the year, including its joint-venture interest
in the Westfield shopping centre special purpose vehicle.

In July 2000 MEPC was purchased by Leconport Estates Plc, a jv
between Hermes Pension Management ("Hermes") and GE Capital Real
Estate ("GEC"). Since then MEPC has sold over GBP2.4bn of non-
core properties and virtually completed a GBP0.5bn development
programme on the business park and factory outlet sites. Disposal
funds have been upstreamed to Leconport and its shareholders by
way of a GBP1.5bn (recently reduced to a net GBP1.3bn)
intercompany loan from MEPC to Leconport and a total of GBP820m
of interim and special dividends to Leconport. In January 2003
GEC sold its 50% interest in the Leconport vehicle to Hermes.
Fitch has always viewed Leconport as a non-investment grade
special purpose vehicle, created for the July 2000 acquisition.
Although Leconport's shareholder is a respected investor in the
sector, there is no contractual support for MEPC's unsecured
creditors.

CONTACT:  FITCH RATINGS
          Jean-Pierre Husband, London
          Phone: +44 (0) 20 7417 6304
          John Hatton, London
          Phone: +44 (0) 20 7417 4283


MYTRAVEL GROUP: Update Refinancing Balance Sheet Adjustments
------------------------------------------------------------
Highlights

-- 500,000 fewer UK summer holidays left to sell than at the same
point last year; leaving only 40% UK Summer charter capacity left
to sell, compared to 49% last year.

-- Group Winter bookings 4% behind last year, in line with
capacity reduction.

-- Group Summer bookings 3% behind last year on a 10% reduction
in capacity.

-- Proposed extension of all credit facilities to May 2006.  Good
progress being made.

-- Balance Sheet Adjustments:  In future MIPS will be classified
as long term borrowings; assets impairment review likely to
result in non-cash adjustments in half-year results.

Trading Update

Current as at      Bookings           Capacity        Price
27th April
2003:

Group

Winter              -4%                    -4%          +2%

Summer              -3%                   -10%           0%

UK

Winter              -7%                    -7%          -3%

Summer              +3%                   -12%          -1%

Commenting on these figures, Peter McHugh, Chief Executive of
MyTravel Group plc, said:

"While current trading conditions continue to make it difficult
to comment with any certainty on the outlook for the rest of the
year, bookings over the last two weeks, particularly in the UK,
have been encouraging.  We continue to manage risk by reducing
capacity.

"We have five hundred thousand fewer summer holidays left to sell
in the UK than at this time last year, leaving approximately 40%
of our UK summer charter capacity left to sell.  Following the
cessation of major hostilities in Iraq we have seen a recovery in
bookings in all our major markets, although in some markets in
Northern Europe and North America, the effect of the hostilities
was more marked and there is ground to make up.

"I am very pleased with the support we have received from our
banks and other creditors and the progress we have made towards
our refinancing.  The extension of our facilities to 2006 will
give the Group time to implement our strategic plan."

Strategic Review and Refinancing

The Board of MyTravel Group plc announces that, as indicated at
the AGM in March, it has presented its strategic review to its
banks and certain other creditors and has commenced discussions
with them regarding the longer term refinancing of the Group,
details of which are given below.

The Refinancing

The Group has proposed an extension of the maturity of all senior
credit facilities to May 2006.

The Strategic Review, which has been reviewed by
PricewaterhouseCoopers in their capacity as financial advisers to
the lending group, forms the basis for the proposed refinancing.
PricewaterhouseCoopers have presented their conclusions and
proposals have been put to the lending group.  The Company is
working closely together with its principal banks to put these
arrangements in place. The Company is also discussing with
holders of its Convertible Bonds an extension of their maturity
by three years to January 2007.

The Board believes that the proposed refinancing will establish a
sound basis for the future development of the Group.

Balance Sheet Adjustments

The Board has reviewed the treatment in the Group's consolidated
balance sheet of the 7.51% undated preference shares issued by
Airtours Channel Islands Limited (the "MIPS").  As a result of
modifications to the arrangements relating to the MIPS, they will
in future be classified as borrowings.  As a result borrowings
due after more than one year will be increased by GBP210m and the
annual dividend on the MIPS, (2002:  GBP15.8m) will in future be
treated as an interest expense in the Group profit and loss
account.

In addition, the Audit Committee will review the carrying values
of goodwill and certain fixed assets in the consolidated balance
sheet for the Group and is expected to recommend that a number of
impairments should be recognised.  It is likely that the amount
of these impairments, which will be non-cash adjustments, will be
significant in the context of the net assets of the Group.

                     *****

The principal lending and other facilities which are included in
the refinancing discussions, and their current maturities are:

Facility                              Amount          Maturity

Revolving Credit Facility             GBP250m        December
2003

US Private Placement                  GBP70m         2006-2011

MIPS                                  GBP210m        2004*

Bonding Facility                      GBP400m        March 2005

Convertible Bonds                     GBP220m        January 2004

The Group also has finance leases and operating leases (for
aircraft, cruise ships and hotels) some of which will be included
in the re-financing arrangements.

*Effective maturity date.  It is proposed to extend the effective
maturity date to 2006 as part of the refinancing.

MyTravel holds an Air Travel Organiser's Licence (ATOL) from the
CAA  which holds bonds to protect holidaymakers.  The Company is
keeping the CAA informed regarding its refinancing plans.  The
CAA has also been kept informed regarding the proposed balance
sheet adjustments.

Approval of the bondholder proposals will require the approval of
holders representing 75% of the bonds voting at a bondholder
meeting.

CONTACT:  MYTRAVEL GROUP PLC
          Peter McHugh
          Phone: 020 7404 5959
          Fiona Antcliffe
          Phone: 020 7404 5959


PO NA: Falls into Administration on Failure to Secure Funding
-------------------------------------------------------------
Further to the announcement of April 29, 2003, the Board of Po Na
Na has been unable to secure additional funding facilities from
the Group's bankers.

As a result, the Board today announces that Malcolm Shierson,
David Thurgood and Martin Ellis, of Grant Thornton, have been
appointed as its administrators.

Suspension of trading in the Company's shares was announced on
April 29, 2003.

                     *****

The bar and night club operator has at least 15 underperforming
sites it is unable to sell after expansion plans in the north of
England failed.

The group has a GBP1 million shortfall in working capital through
the loss-making sites.

Administrators at Grant Thornton are expected to conduct a fire
sale of 15-25 sites and to sell the rest of the business as a
going concern.

Po Na Na management, led by founders Christian Arden Rob Sawyer,
which held 40% of shares, is expected to bear the biggest loss
from the collapse.

CONTACT:  SIMON ROTHSCHILD/TREVOR PHILLIPS
          On behalf of Grant Thornton
          Holborn
          Phone: 0207 929 5599


SILENTNIGHT HOLDINGS: Posts Preliminary Results Ended February
--------------------------------------------------------------
Preliminary Results for the year ended February 1, 2003

                                      Summary


                         2003                      2002
Turnover                 GBP277.3m               GBP300.3m
Operating Profit*        GBP5.6m                 GBP12.5m
(Loss)/profit before tax(GBP11.2m)               GBP12.1m
EPS                        (18.75p)                 18.14p
EPS (normalised)            12.72p                  18.61p
Dividend                     8.5p                     13.5p

* Before exceptional operating costs

Silentnight, the U.K.'s largest bed manufacturer and maker of
branded furniture, on Thursday announced a 7.7% drop in turnover
to GBP277.3m (2002 GBP300.3m) and 55% drop in operating profit to
GBP5.6m (2002 GBP12.5m). Difficulties in the furniture division
have exacerbated the effect of difficult market conditions whilst
the bed division has held its profit on marginally increased
turnover.

A full strategic review of the company has been conducted by the
new Chief Executive and the management will be implementing a
fundamental restructuring of the furniture business. This
restructuring and that already mentioned in 2002 have led to
exceptional operating costs of GBP16.1m including charges for
redundancy and reorganization costs and fixed asset impairments.

The company will pay a final dividend of 6.0p (2002 9.4p).

Chairman Roger Pedder said:

'It will obviously take time and considerable management effort
to implement such a radical programme and there will be
substantial disruption to on-going operations in the medium term.
This will cause further operating losses and exceptional
operating costs at a similar level before control is re-
established in the Furniture Division.  Trading conditions in the
Bed Division also continue to be increasingly difficult.'

'Given the drop into loss at the post exceptional level and the
serious erosion of net worth, the Board would feel justified in
cancelling the final dividend.  However, the Company still has
the benefit of a strong balance sheet including net cash of
GBP7.6m and is also mindful of its shareholders' wish for
dividend.

It has therefore been decided that for the current year it will
pay a final dividend of 6.0p per share, making the dividend for
the year 8.5p as against the 13.5p paid last year.  However on
the basis of trading expectations for the new financial year
shareholders should not presume that a dividend will be paid.'

CHAIRMAN'S STATEMENT

Since I only assumed the role of Chairman of Silentnight Holdings
Plc in January, the final month of our financial year, this
statement is necessarily brief as regards the past and is more
concerned with the policies and actions required to return the
Group to satisfactory profitability.

The year witnessed a further 22% fall in the turnover of the
Furniture Division comprised of the Cornwell Parker and Ducal
businesses acquired in 2000 and Silentnight Furniture.  This
resulted in precipitously increased losses before exceptional
operating costs of GBP9.9 million, more than 10% of turnover.

The bedrock of the Company, the Bed Division, comprised of
Silentnight Beds, Sealy and other Group brands, did well to hold
its profit on marginally increased turnover in an increasingly
competitive market as reduced consumer expenditure took hold.
Overall, operating profit before exceptional operating costs fell
to GBP5.6 million, more than 50% down on 2001/02.

To deal with this situation, new management under Chief Executive
Nino Allenza has carried out a full strategic review of the
business and has concluded a fundamental restructure and re-
basing of the Furniture Division is essential if current losses
are to be stemmed.  The actions necessary include the closure of
the Ducal factories in Andover, the closure and subsequent local
relocation of Cornwell Parker's upholstery factory in Chipping
Norton and the cabinet making facility in Edmonton.  Other
options including full closure were considered but on balance it
was concluded that the retention of the brand values exceeded the
management effort and turnaround costs.

Also a closure of the Group's Keighley factory was achieved in
July 2002 and its operations transferred to the Silentnight
Furniture site in Sunderland.  As a result of these and other
restructuring and re-organizational activities, exceptional
operating costs of GBP16.1 million have been set against trading
profit to produce an operating loss after exceptional operating
costs of GBP10.9 million and a pre-tax loss of GBP11.2 million.
The exceptional operating costs include GBP7.0 million fixed
asset impairment and re-organization and redundancy costs of
GBP3.7 million in the Furniture Division.  At the half year
GBP9.2 million of these exceptional operating costs had been
taken and another GBP1.0 million was indicated to fall in the
second half year.

It will obviously take time and considerable management effort to
implement such a radical program and there will be substantial
disruption to on-going operations in the medium term.  This will
cause further operating losses and exceptional operating costs at
a similar level before control is re-established in the Furniture
Division.  Trading conditions in the Bed Division also continue
to be increasingly difficult.

In August 2002, the Board received an indicative approach from
Famco Holdings Limited, the Company's majority shareholder.  It
was withdrawn due to the scale of problems which came to light in
the Furniture Division.  Since this time there has been a decline
in profitability, notably with increased losses in the
Furniture Division and exceptional operating costs which have
been incurred in rationalization and restructuring it.

Keith Ackroyd and Bill Simpson, respectively Chairman and Chief
Executive, resigned from the Board in September 2002 and were
succeeded by Nino Allenza and Michelle Scott in the same month as
Chief Executive and Director of People and Communications and
myself as Chairman in January 2003.  Malcolm Little also resigned
from the Board in September 2002 as a non-executive Director.
David Adam, presently Finance Director, is going to become a non-
executive Director in August 2003 and will be replaced by a new
Finance Director.

Nino, as I have already indicated, has instituted a thorough
going review of the business embracing not only the
competitiveness of our production capacity but also the quality,
specification and appeal of our products, the competence and
organization of our management and the segmentation of our
markets and the direction of the marketing effort within them.
Such initiatives take time to work through and significant risks
remain to the success of the turnaround plan.

In line with many other UK companies, the Company pension scheme
is showing a deficit under FRS 17 'Retirement Benefits'
accounting to GBP27 million at February 1, 2003.

In such circumstances as outlined here the Board has considered
the issue of the dividend.  Given the drop into loss at the post
exceptional level and the serious erosion of net worth, the Board
would feel justified in cancelling the final dividend.  However,
the Company still has the benefit of a strong balance sheet
including net cash of GBP7.6 million and is also mindful of its
shareholders' wish for dividend.  It has therefore been decided
that for the current year it will pay a final dividend of 6.0p
per share, making the dividend for the year 8.5p as against the
13.5p paid last year.  However on the basis of trading
expectations for the new financial year shareholders should not
presume that a dividend will be paid.

CHIEF EXECUTIVE'S REVIEW

A Shared Vision

One of the most important aspects of leadership is to ensure that
all of the group's employees have and share a positive vision for
the business.  Our working environment must therefore allow us to
do the things that will deliver that shared vision. At the senior
management's first strategic planning conference, since the
management change, in November 2002, we debated and agreed a new
vision statement for the group, which I am pleased to be able to
share with you so quickly ...

Silentnight Group's bed and furniture brands will be the most
innovative and sought-after in the UK market.

Although succinct, I believe that this is a powerful and
ambitious vision that all of the group's employees will be proud
to aspire to. Our long-term strategies going forward will be
geared to delivering this vision so that we maintain and build on
our No. 1 position in the U.K. bed and furniture market.

Overview

The last six months have seen a change of leadership of the
group, which can be disruptive. I have been very impressed by the
commitment I see within our businesses, and the enthusiasm many
of our employees have expressed for our future plans and the
challenges ahead. How well we manage and communicate change will
determine our success.

The management team has been strengthened in a number of our
businesses. This, coupled with a more consensual style of
decision-making, has been well received within the organisation.
This is particularly important given the challenges of a more
difficult trading climate.

Total sales in the year declined by 8% to GBP277.3 million and
operating profits before exceptional costs have reduced to GBP5.6
million from GBP12.5 million. The UK Bed Division, grew sales by
4% to GBP168.6 million with profits declining by 1% to
GBP15.5 million but in an increasingly competitive market.  In
addition, a continuing decline in the Furniture Division saw
sales in the year reduce by 22% to GBP97.3 million and operating
losses before exceptional costs increase to GBP9.9 million from
GBP3.2 million.

U.K. Bed Division

Our commissioned market statistics from GfK indicate that the
retail market for beds increased by just 1% in 2002, but which is
still lower than the 2000 level. The market grew in volume by 7%,
reflecting the negative impact of falling average selling prices
caused by pressure from a very competitive market place and a
continuing trend towards lower cost bedsteads.

There are a number of new product initiatives underway to address
this static market. Silentnight Beds has launched 'My First Bed'
which won the best bed design award at the January 2003 Furniture
show and is achieving its target for retailer floor model sets.
Sealy will be introducing a new addition to its product range in
the summer of 2003, building on its outstanding reputation for
high quality beds. Layezee is investing more in marketing to
increase its retailer profile as part of a substantial new
product launch in August 2003.

Rest Assured and Pocket Spring Bed Company continue to enjoy an
increasing market share of the pocket beds sector on the back of
a high quality product range and excellent customer service.

Furniture Division

The branded furniture businesses, Cornwell Parker and Ducal, have
never been properly integrated into the group. Since their
acquisition in 2000 the true cost of this strategy has been
substantial; original gross purchase price, including debt taken
over, of GBP45 million, operating losses of GBP13.1 million and
substantial exceptional operating costs as we now try to
restructure the businesses.  Asset disposals, etc have realised
GBP23 million.  If we couple this with their deteriorating market
position and the drain on group management time it has been an
unhappy and demanding episode for all concerned.

I am pleased to say that new management has been installed within
both businesses. They are working hard to try to lift morale and
steer our people through a new strategy that is aimed at putting
the brands on a stronger footing from the beginning of 2004. The
plans involve a radical restructuring, which includes changes to
the product range, improved customer service and more efficient
organizational structures. Competition from low cost imports has
intensified. We are responding to this by adapting the business
model to incorporate, where appropriate, the retention of highly
skilled assembly and finishing capability whilst putting in place
a supply chain to exploit the opportunities that exist in low
cost countries. We will not compromise on quality or design as
these are essential ingredients for the success of our brands.

Hence, it is with great regret that we have had to announce a
high level of redundancies as a consequence of this
restructuring. As a Group, we take any loss of jobs extremely
seriously. We are providing outplacement counselling and working
hard to help our people back into good employment as soon as
possible.

Silentnight Furniture, in Sunderland, has successfully
incorporated the transfer of our Keighley operation which has
helped to re-align capacity with lower demand and reduce our
operational gearing. The business however continues to suffer a
reduction in sales and operating performance.  It is trying to
rebuild confidence within its workforce and improve quality and
has agreed a three-year pay deal with the unions which is linked
to more flexible working. This is an important move forward which
will provide a valuable platform to drive through its operational
improvement program on quality, costs and delivery.

Against this background, the Furniture Division's sales reduced
by 22% to GBP97.3 million and losses increased by GBP6.7 million
to GBP9.9 million. This is clearly an unsustainable position,
which is now being tackled with a high level of urgency.  The
aggregate exceptional operating costs of turning these businesses
round are expected to be, over two years, in the order of GBP29
million.

Germany

The German market remains very weak, resulting in a further fall
of 12% in sales to GBP11.4 million with a resultant reduction of
GBP0.2 million in profits to a small loss of GBP2,000. The
business has a high exposure to the low cost discounting sector,
which makes it vulnerable to continuing margin pressure. A new
marketing plan is being put in place to help reposition the
business to give it a broader customer base within higher value
added sectors.

Operational Excellence

A detailed review of operations was carried out in October 2002.
This has led to the launch of Operational Excellence, a group-
wide initiative to help bring a substantial improvement at all of
our sites and introduce a culture of continuous improvement.

This initiative is being led by Peter Marchant, Group Operations
Director, and includes the implementation of a scorecard of key
performance indicators by which all of the businesses are now
measured.

At each site, the Operational Excellence programme will consist
of a different set of projects and initiatives, depending on the
current size and situation of that company. It has, like any
other major change, to be directed, led and controlled to assure
success.  Standard project management procedures establish the
principle of a steering group to approve, monitor and close all
the various initiatives supporting the overall programme.

An extensive program of training for first line management has
begun, to ensure that those most affected by the new ways of
working are equipped with the necessary skills to lead and manage
their teams, and the change process.  The training will include
leadership skills, communication, project management and problem-
solving techniques, as well as an introduction to the principles
of lean manufacturing.

Prospects

The current market conditions continue to be challenging. We have
seen consumer demand for our products tailing off in all channels
during February, March and April 2003. There is usually a
seasonal decline as the January sales come to an end, but
retailers are concerned that things seem worse than usual this
year.  Continued uncertainty about the Gulf situation, a
declining stock market and a stalling house market are all
mentioned as contributory factors. Weakening consumer demand,
coupled with pressure from key customers for improved trading
terms and rising raw material prices, mean that UK bed and
furniture manufacturers are currently facing an extremely
difficult trading climate.

This trading background places even more importance on the
initiatives underway on new product introductions, the
repositioning and re-launch of our furniture businesses and the
improvement in our operational processes. These will undoubtedly
bring improved performance in the medium term.
To See Financial Statements:
http://bankrupt.com/misc/Silentnight_Holdings.htm

CONTACT:  SILENTNIGHT HOLDINGS
          Nino Allenza, Chief Executive
          Phone: 01282 811137
          David Adam, Finance Director
          Phone: 01282 811128


TELEWEST COMMUNICATIONS: Reports 2003 First Quarter Results
-----------------------------------------------------------
Financial Summary


                 Three months      Three months
                    ended             ended
                  31 March 2003     31 March 2002      % change
                      GBPm                GBPm
Total Turnover *       335               334             -

EBITDA **              105                91        up 15%

EBITDA margin **        31%               27%       up 4% pts

Net Loss              (187)             (166)       up 13%

Capex                    65               124       down 48%

Net cash inflow/(outflow) before financing
                         7             (113)      up GBP120m


* includes Telewest's proportionate share of UKTV.

** includes Telewest's proportionate share of UKTV and in 2003 is
before exceptional items of GBP3m.

Highlights

-- Broadband leadership; 310,000 broadband subscribers
-- Record EBITDA of GBP105m; up 15% on Q1-02
-- Capex down by 48% year-on-year
-- Generated positive cashflow
-- Customer profile improving despite subscriber losses
-- Financial restructuring discussions continue

Commenting on the results, Charles Burdick, managing director of
Telewest Communications, said:

'Our efforts to accelerate cash generation, profitability and
provide a platform for future growth resulted in a cashflow
positive quarter. We also achieved record EBITDA and EBITDA
margin and sharply reduced capital expenditure.

We continue to provide broadband leadership. With 310,000
broadband subscribers in our addressable areas, we are the clear
market leader with approximately 80% market share. Broadband
customers typically take the triple play bundle and churn less,
and a large proportion is new to Telewest. Our 1Mb broadband
service is also proving popular with 10% of our broadband base,
and we will launch 2Mb and wireless self-installation broadband
later in the year.

The focus on broadband, cash generation and profitable customers
meant that, as expected, we experienced customer losses during
the quarter. Nevertheless, household churn has fallen and with
the reinvigoration of our marketing, especially around TV, we
plan to see a return to customer growth in the second half of the
year.'

FINANCIAL REVIEW

Except where stated otherwise, all profit and loss items are
stated before exceptional items, and all comparatives compare the
first quarter of 2003 to the first quarter of 2002. The Group has
incurred GBP3 million of exceptional legal and professional costs
in respect of the Financial Restructuring during the quarter.

Total turnover (including our share of UKTV, our joint venture
with the BBC) for the quarter is GBP335 million, flat compared to
the first quarter of 2002.  Business Division and Content
Division revenues grew by 8% and 2% respectively.  Despite a 63%
growth in Internet and other revenues, Consumer Division revenues
fell 2%, with lower CATV and residential telephony revenue and
the closure of Cable Guide, our TV listings magazine.

Gross margin rose from 67% to 69% for the quarter on the back of
improvements in telephony margins and the growing number of high
margin broadband subscribers. Telephony margins improved from 71%
to 73% as a result of selected price increases, growth in the
number of flat rate customers, improved routing of telephony
traffic and a reduction in termination rates for certain calls.

Our focus on cost control continues with selling, general and
administrative expenses ('SG&A') for the quarter of GBP118
million, down 7%. Headcount fell by a further 100 heads and now
stands at 9,080 compared to 10,668 a year ago.  Resulting
redundancy costs were GBP3 million.

As a result of the continuing improvements in gross margin and
cost control, the Group's GBP105 million EBITDA grew 15% from the
first quarter of 2002. This includes our GBP5 million share of
UKTV's EBITDA. EBITDA margin grew from 27% in the first quarter
of 2002 to a record 31%. Excluding UKTV, EBITDA for the quarter
was GBP100 million, up 16%. EBITDA margin for the Cable Division
in the quarter was 33%.

Net loss (after interest and taxation) for the quarter was GBP184
million primarily as a result of GBP36 million bank interest,
GBP81 million accrued bond interest and GBP48 million of foreign
exchange losses on dollar denominated debt.  It should be noted
that under the proposed terms of the Financial Restructuring the
accrued bond interest and the foreign exchange losses would not
be realised.  Excluding these items, net loss would have been
only GBP55 million. The GBP166 million net loss in the first
quarter of 2002 included a net GBP11 million foreign exchange
gain.

Capital expenditure was reduced by 48% to GBP65 million, 20% of
revenue. The Group continues its focus on cash and cost control.
Capital expenditure is expected to rise later in the year as we
upgrade IP capacity and enhance our IT infrastructure. Full year
capital expenditure for 2003 will be substantially lower than the
GBP477 million incurred in 2002.

In this quarter, EBITDA (excluding UKTV) exceeded capital
expenditure by GBP35 million. This compares to a shortfall of
GBP38 million in the first quarter of 2002 and a shortfall of
GBP49 million in the fourth quarter of 2002.

The Group has generated positive cash inflow of GBP7 million.
This is due to EBITDA growth, significantly reduced capital
expenditure, a positive working capital movement and the non-
payment of bond interest in advance of our proposed balance sheet
restructuring. Phasing of capital expenditure payments and
working capital may impact short term cashflow generation.

As at 31 March 2003, net debt was GBP5,317 million. This
comprises GBP3,492 million of notes and debentures (which is
expected to be exchanged for equity as part of the Financial
Restructuring), GBP207 million of lease and vendor financing,
GBP8 million of other loans and GBP2,000 million drawn down on
our bank facility, offset by cash balances and short term
deposits of GBP390 million.

Going Concern

These financial statements have been prepared on a going concern
basis and do not include any adjustments that would arise as a
result of the going concern basis of preparation being
inappropriate. The Board of Directors has confidence in the
successful conclusion of the Financial Restructuring (and any
required amendments to the Senior Secured Facility) and, together
with and on the basis of cash flow information that they have
prepared, the directors consider that the Group will continue to
operate as a going concern for a period of at least 12 months
from the date of issue of these financial statements. Any
restructuring will require the approval of our bankers and
various stakeholders. Inherently, there can be no certainty in
relation to any of these matters.

Financial Restructuring

As previously stated, on 30 September 2002, we announced that we
had reached a preliminary agreement relating to a financial
restructuring to cancel approximately GBP3.5 billion of debt in
exchange for equity representing 97% of the enlarged issued share
capital.

Productive negotiations are continuing with bondholders, senior
lenders and certain other major stakeholders and we will make an
announcement about the progress of the Financial Restructuring
when appropriate.

BUSINESS REVIEW

Consumer Division

Consumer Division revenues fell 2% to GBP222 million. The 7%
declines in CATV and telephony revenues were largely offset by a
63% growth in internet and other revenues. Revenues were also
impacted by the closure of Cable Guide, our TV listings magazine.

Household ARPU grew by 1% year-on-year to GBP41.83 and was
marginally up on the 2002 ARPU of GBP41.80. Household ARPU
remains the highest of any European cable company.

During the first quarter, household penetration declined
marginally to 37.2% as the number of household customers fell by
15,000. Customer growth continues to be impacted by price rises
and the tightening of our credit control policy as we focus on
more cash generative customers. We introduced a GBP50 upfront
payment (offset against any installation fee or subscription
payment) for all new customers and we did not actively sell our
entry TV package to new subscribers.  We believe these
initiatives contribute to profitability, cash generation and
churn reductions. We plan a return to customer growth in the
second half of 2003 as we reduce churn and continue to market and
enhance our digital TV and triple play product offering.

The focus on more cash generative customers has improved the
profile of our customer base as;

-- Triple play customers grew by 24,000 in the first quarter
-- Triple play now accounts for 12% of our customer base compared
to just 5% a year ago.
-- 24% of our telephony base now take higher ARPU flat rate
telephony products
-- 70% of our TV base now take higher ARPU digital TV
-- Rolling 12 month household churn in the first quarter was
17.6% down from 18.2% in the fourth quarter.

We continue to improve customer service and the benefits of
'virtualzing' some of our contact centers resulted in improved
call answer rates and customer satisfaction. On 31 March 2003, we
opened a dedicated National Movers Center to improve the customer
service experience for those Telewest subscribers who move house
within our addressable areas and to increase the take-up of
movers into pre-wired homes.

(i) Broadband

Internet and other revenues increased by 63% to GBP26 million due
to growth in broadband subscribers.

Net broadband additions in the first quarter were 37,000. At the
quarter end, we had 299,000 broadband subscribers, a growth of
14% since the end of last year. At 30 April, we had 310,000
broadband subscribers, of which 31,000 or 10% took the 1Mb
service. This reflects our continued success in broadband -
Telewest remains the clear market leader within our addressable
areas. At least 69% of broadband customers subscribe to the full
triple play and 93% to another product.

Broadband ARPU fell to GBP22.50 in the first quarter from
GBP29.93 as installation fees in the first quarter of 2003 were
discounted and as these fees were spread over a much greater
installed subscriber base. Broadband remains the product with the
lowest churn level at 12.8%.

We are currently trialling a faster 2Mb service to 1,500
customers and plan to launch later in the year, demonstrating
again our commitment to broadband leadership.

Together with our dial-up Internet services, we have 571,000
internet subscribers.  Dial-up is led by SurfUnlimited, which
introduces our subscribers to a reliable fixed-fee unmetered
service. In the first quarter, 19% of our broadband installations
were for subscribers who had migrated from SurfUnlimited.

(ii) Residential Telephony

The number of telephony subscribers fell by 13,000 in the first
quarter in line with our overall customer reductions and
increased competitive pressure. ARPU per line for the year was
GBP22.49 compared to GBP23.23 in the first quarter of 2002,
reflecting reductions in telephone usage, partially offset by the
higher line rentals and flat rate charges of Talk customers.
Incoming call revenues were also impacted by the transfer of
dial-up minutes of a large ISP's subscribers to a flat rate
access regime provided by our Carrier Services unit.  Subscriber
ARPU was down at GBP23.88 from GBP25.27 also due to the migration
of dial-up Internet subscribers to broadband, which reduces
second line penetration.

Telephony churn was 16.9%, down from 17.3% in the fourth quarter.

Subscribers to our flat rate Talk services, continued to increase
with 21,000 net additions in the quarter. At March 31, 2003, we
had 382,000 Talk subscribers being 24% of our residential
telephony base. Our Talk products are highly competitive with
BT's recently announced price changes and packages.

(iii) CATV

At March 31, 2003, Telewest had 1,274,000 TV subscribers of whom
70% were digital subscribers.

Of our consumer products, CATV carries the highest initial
investment and lowest margins. Our focus on cash and on
profitable customers has therefore impacted the CATV customer
base more than our other products, and net disconnections in the
quarter were 20,000 as we move towards acquiring profitable
customers rather than pursuing overall subscriber growth. As part
of this focus, we did not actively sell our entry TV package to
new subscribers and any customer who wishes to subscribe to TV as
a stand-alone product must take our top-tier basic package,
Supreme.  During the quarter, we also put through a significant
price rise to some of our analogue customers.

CATV monthly ARPU was marginally down from the first quarter of
2002 at GBP20.50. The pay-to-basic ratio has fallen to 71% from
72%. In the first quarter, the percentage of subscribers taking
our entry package fell for the second quarter in a row to 17%, as
we focused on improving our customer mix.

We are addressing the reductions in TV subscribers by now
providing more choice and value with the addition of Sky
Multiplex (nine extra movie channels) and ten new basic
entertainment channels.

Business Division

The first quarter of 2003 has seen a good start to the year for
Telewest Business, with significant contracts signed by both new
and existing customers. The Business Division's revenues grew 8%
to GBP69 million. The division is benefiting from its new
strategic direction of maximising return from developed
infrastructure, cross-selling to existing customer accounts and
delivering first class, accessible account management.

The division's focus remains on the corporate sector, medium-to-
large enterprises and the public sector. Within the public
sector, Telewest Business currently connects over 10,000 sites
across the UK and 71 out of 122 local authorities in franchise
have service with us. Significant contracts continue to be signed
with organisations such as Walsall Housing in the Midlands, to
which Telewest is deploying major voice and data services.

A significant deal has also been signed for Telewest to provide
the infrastructure underlying the Highways Agency's new Traffic
Control Centre in Birmingham. Telewest is providing its
'Enterprise Connect' managed data solution which links a number
of police traffic control centres.  The solution offers an
extremely high level of resilience.

Carrier Services revenues within the Business Division were GBP12
million, compared to GBP10 million a year ago after reductions in
the previous two years. Carrier Services offers our national
network to other carriers and operators (such as T-Mobile) for
voice and data communications.

Content Division

Content Division revenues totalled GBP44 million in the first
quarter, including GBP17 million from our 50% share of UKTV
revenue. Revenues were up GBP1 million on 2002 as strong growth
in advertising revenues offset the disposal of non-core
businesses and the closure of ITV Digital.

Advertising revenues of GBP20 million (including our 50% share of
UKTV) for the quarter were up 16% in a flat market. The Content
Division grew its market share with a 4.0% share of the TV
advertising market in the U.K., up from 3.6% in the first quarter
of 2002.

Subscription revenues of GBP17 million (including our 50% share
of UKTV) in the first quarter were down 2% with the growth in
BSkyB subscribers being offset by the closure of ITV Digital.

To see financials:
http://bankrupt.com/misc/telewest_communications.htm


THISTLE HOTELS: Responds to BIL International's Revised Offer
-------------------------------------------------------------
The Board of Thistle* has noted BIL's announcement dated April
30, 2003 stating that it has increased its offer from 115 pence
to 130 pence in cash per Thistle share. Under the terms of the
Revised Offer, BIL will retain the recommended final dividend for
2002 of 3.4 pence per Thistle share.

The Board of Thistle* has also noted BIL's announcement dated 1
May 2003 stating that it owns or has received valid acceptances
in respect of, in aggregate, approximately 52.7 per cent. of the
existing issued share capital of Thistle and that the Revised
Offer is now declared unconditional in all respects. The Board of
Thistle*, having consulted with its advisers, sets out below its
views on the Revised Offer and its recommendation to Thistle
shareholders.

The Board of Thistle* is of the view that the Revised Offer,
which it notes is now final, still fails to reflect Thistle's
underlying value and prospects.

However, given that the Revised Offer has now been declared
unconditional in all respects and BIL has stated its intention to
de-list Thistle shares when practicable, shareholders who do not
accept the Revised Offer will own shares in an unlisted company
controlled by BIL.

Whilst the Board of Thistle*, which has been so advised by
Merrill Lynch International, considers the Revised Offer to be
inadequate, for the reasons stated above they recommend that
shareholders accept the Revised Offer, as they will be doing in
respect of their own beneficial shareholdings. In providing
advice to the Board of Thistle*, Merrill Lynch International has
taken into account the Board of Thistle's* commercial
assessments.


                     *****

* The Board of Thistle for these purposes comprises all of the
directors of Thistle other than Tan Sri Quek Leng Chan and Mr
Arun Amarsi, who in view of their positions as Chairman and CEO,
respectively, of BIL have not participated in the deliberations
of the board in relation to BIL's offer to acquire all of the
shares in Thistle not already owned by BIL.

Merrill Lynch International and Deutsche Bank AG are acting for
Thistle Hotels Plc and for no-one else in connection with BIL's
offer for Thistle Hotels Plc and will not be responsible to
anyone other than Thistle Hotels Plc for providing the
protections afforded to clients of Merrill Lynch International or
Deutsche Bank AG or for providing advice in relation to such
offer.

CONTACT:  THISTLE HOTELS PLC
          Phone: 020 7895 2304
          Ian Burke, Chief Executive Officer
          MERRILL LYNCH INTERNATIONAL
          Phone: 020 7995 2000
          Simon Mackenzie-Smith, Managing Director
          Richard Nourse, Managing Director

          DEUTSCHE BANK
          Phone: 020 7545 8000
          Charles Wilkinson, Managing Director

          FINANCIAL DYNAMICS
          Phone: 020 7831 3113
          Andrew Dowler
          Ben Foster


THISTLE HOTEL: BIL's Increased Offer Unconditional, Final
---------------------------------------------------------
The board of BIL announces that as at 7.30 a.m. (BST) Thursday,
valid acceptances under the Increased Offer had been received in
respect of a total of 32,984,320 Thistle Shares, representing
approximately 6.8 per cent. of the existing issued share capital
of Thistle*. Accordingly, the BIL Group now either owns**, or has
received valid acceptances in respect of, a total of 254,078,960
Thistle Shares, representing approximately 52.7 per cent. of the
existing issued share capital of Thistle.

BIL is also pleased to announce that the Increased Offer has
today been declared unconditional in all respects.

The Increased Offer is now final and will not be revised or
increased. The Increased Offer will remain open for acceptance
until further notice.

Settlement of the consideration due under the Increased Offer in
respect of valid acceptances received, and not withdrawn, at or
before the time of this announcement will be dispatched by May
15, 2003 and, in the case of valid acceptances received after
such time and date, within 14 days of receipt of such acceptance,
valid and complete in all respects.

Thistle Shareholders who have not yet accepted the Increased
Offer should complete and return their Forms of Acceptance as
soon as possible. Thistle Shareholders who have validly accepted
the Original Offer and have not withdrawn their acceptances will
receive the Increased Offer Price due under the Increased Offer
and need take no further action.

BIL (UK) intends, as soon as it becomes entitled to do so, to
apply the provisions of sections 428 to 430F (inclusive) of the
Companies Act to acquire compulsorily any outstanding Thistle
Shares to which the Offer relates.

BIL also intends, when practicable, to procure that Thistle
applies for the cancellation of the listing of Thistle Shares on
the Official List of the U.K. Listing Authority and for the
cancellation of trading in Thistle Shares on the London Stock
Exchange's market for listed securities.

Commenting on today's announcement, Arun Amarsi, Chief Executive
of BIL, said:

'We are delighted to declare the Increased Offer unconditional in
all respects.

Thistle Shareholders clearly recognise the merit of the certain
value represented by our fully priced all-cash offer, especially
when viewed against Thistle's historic underperformance and poor
future outlook in challenging markets.

We urge those Thistle Shareholders who have not already accepted
the Increased Offer to do so as soon as possible.'

                     *****

*No acceptances have been received from any person acting, or
deemed to be acting, in concert with the BIL Group (no such
person owns any Thistle Shares).

**The BIL Group currently owns 221,094,640 Thistle Shares,
representing approximately 45.8 per cent. of the existing issued
share capital of Thistle.

The BIL Group acquired these shares before the commencement of
the Offer Period.

Immediately before the commencement of the Offer Period, the BIL
Group held no other (and no person acting, or deemed to be
acting, in concert with it owned any) Thistle Shares or rights
over Thistle Shares. Neither the BIL Group, nor any person
acting, or deemed to be acting, in concert with it, has acquired
any Thistle Shares or rights over Thistle Shares during the
course of the Offer Period (otherwise than through the acceptance
of the Offer or the Increased Offer, as described above).

The percentage calculations in this announcement are based on an
existing Thistle issued share capital of 482,382,087 Thistle
Shares (being the number of Thistle Shares in issue derived from
the public register at Companies House as at April 28, 2003).

The directors of BIL and BIL (U.K.) accept responsibility for the
information contained in this announcement, save that the only
responsibility accepted by them in respect of the information in
this announcement relating to Thistle or the Thistle Group (which
has been compiled from published sources) is to ensure that such
information has been correctly and fairly reproduced and
presented.

Subject as aforesaid, to the best of the knowledge and belief of
the directors of BIL and BIL (U.K.) (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is
in accordance with the facts and does not omit anything likely to
affect the import of such information.

Unless the context otherwise requires and save to the extent
superseded in this announcement, the definitions in the Original
Offer Document, the Response to Thistle's Defence Document and
BIL (UK)'s announcement dated April 30, 2003 shall also apply in
this announcement.

To See Conditions And Further Terms Of The Increased Offer:
http://bankrupt.com/misc/APPENDIX_I.htm

CONTACT:  BIL INTERNATIONAL
          Arun Amarsi
          Phone: +65 6228 1427

          HSBC
          Neil Goldie-Scot
          Jan Sanders
          Marcus Ayre
          Phone: +44 (0)20 7991 8888


          BRUNSWICK
          Jonathan Glass
          Simon Sporborg
          Phone: +44 (0)20 7404 5959


THUS: New Commission Payment System Ignites Mass Resignations
-------------------------------------------------------------
Thus chief executive Bill Allan confirmed a rash of resignations
was ignited in the troubled telecoms company after it reviewed
performance levels at its sales division.

The Glasgow-based firm evaluated its commission payment system in
an effort to generate more cash from the division after being
pressured to become free cash-flow positive by March 2004.  The
firm is in dire need for funds to cover operating costs, capital
expenditure and interest from earnings.

The strategy is said to reward staff on the value of sales rather
than amount.  This is to discourage shifting cheaper products in
bulk.  The new commission system was not designed to cut back on
staff, but to actually improve customer service, the company
said.

Mr. Allan said the shake-up in the sales and marketing division
had led to the appointment of new sales director Jerry Duffy, who
reformed commission strategy to boost efficiency.

An unidentified company insider, however, accused Thus of putting
unrealistic pressure on staff in a desperate attempt to meet its
cash-flow positive target, according to The Scotsman.

He said: "There are about to be mass resignations from Thus. Some
workers have found that unless they meet 100 per cent of their
targets they receive only 40 per cent of commission."

He believes that even if the company meets it target, it would
still struggle to grow due to the number of quality salespeople
leaving.

The company, which employs 120 people, expects further changes
under Duffy's management, and it understands these could be in
the form that people would not appreciate.


WORLD SPORTS: Creditors Agree to Settlement, Avoids Winding Up
--------------------------------------------------------------
Following a Board Meeting held Thursday, the Company announces
the following:

Further to the announcement of March 13, 2003, the Company has
now succeeded in reaching agreement with various parties in order
for it to avoid a creditors voluntary winding up. Certain
substantial creditors of the Company have agreed to accept shares
in the Company in settlement of sums due to them. In addition,
Simon Eagle, a recently appointed Director of the Company, has
today provided a loan of GBP250,000 to the Company. Interest is
to be charged on this loan at Bank of England base rate and
payment of it deferred until March 1, 2005. This loan constitutes
a related party transaction under the AIM Rules and the Directors
of the Company (with the exception of Simon Eagle) consider,
having consulted with its nominated adviser Seymour Pierce, that
the terms of the loan are fair and reasonable insofar as its
shareholders are concerned.

Matthew Patten and Anthony Simpson have today [Thursday] resigned
as Chief Executive Officer and Managing Director respectively of
the Company with immediate effect, however they are to remain on
the Board. Simon Eagle has today [Thursday] been appointed Chief
Executive Officer with immediate effect. Ian Bullough also
resigned from the Board of the Company today with immediate
effect. The Board intends to appoint another Finance Director in
the near future.

It is intended that the Company will broaden its focus to include
financial consultancy services, initially comprising legal,
accounting and compliance services. These services are to be
provided by Mottram Partners Limited, a subsidiary of the
Company. Graham May has been appointed as Managing Director of
this company.

A new subsidiary, SP Active Limited ('SP Active'), has been
established. This company will provide marketing consultancy
services. Matthew Patten has been appointed as Chief Executive
and Anthony Simpson as Managing Director of this subsidiary.
Simon Eagle has been appointed Chairman.

As a result of its financial situation, the preparation of the
Company's financial statements for the year ended October 31,
2002 has been delayed. This has meant that the Company has
exceeded the AIM deadline for publication of its annual audited
accounts and therefore its shares must remain suspended from
trading until they are sent to shareholders. Now that the Company
is in a position to recommence activities, the preparation will
be resumed immediately and it is expected that the audited
accounts of the Company will be sent to shareholders within three
weeks, at which time the Company's shares will be restored to
trading.

CONTACT:  WORLD SPORTS SOLUTIONS
          Phone: 020 7292 8950
          Matthew Patten
          Hudson Sandler
          Phone: 020 7796 4133

          Nick Lyon


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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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