/raid1/www/Hosts/bankrupt/TCREUR_Public/030729.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Tuesday, July 29, 2003, Vol. 4, No. 148
Headlines
F R A N C E
RHODIA SA: First Quarter Woes Spill Over to Second Quarter
I R E L A N D
ELAN CORPORATION: Antegren Fails to Achieve Desired Result
NAVAN CARPETS: Sells Assets to Victoria for GBP1.6 Million
N E T H E R L A N D S
DSM: Low Sales Volume Hits Profit; Recovery in Near Future Vague
JOMED N.V.: SWX Swiss Exchange Approves Delisting
JOMED N.V.: Completes Asset Sale to Volcano Therapeutics
NUMICO N.V.: Concludes Sale of Rexall Sundown to NBTY Inc.
P O L A N D
BANK PEKAO: Announces Changes in Supervisory, Management Boards
DAEWOO-FSO: Larger Ministerial Team to Tackle Rescue Plans
S P A I N
CABLEUROPA SA: Fitch Affirms 'B-' Ratings; Outlook Negative
TERRA LYCOS: Telefonica to Pursue Bid Despite 72% Acceptance
S W I T Z E R L A N D
HABSBURG HOLDINGS: Swiss Exchange Threatens to Suspend Trading
SAIRGROUP: SWX Imposes Sanctions for Breaching Disclosure Rules
UNIT.NET AG: Virtue Broadcasting Acquires Subsidiaries
U N I T E D K I N G D O M
ABERDEEN ASSET: Sees Sale of Property Business Within Days
BRITISH AIRWAYS: Amicus Abandons Talks with Management
CABLE & WIRELESS: Chairman Pledges Dividend Payments Next Year
CABLE & WIRELESS: Names Bernard Gray Remuneration Committee Head
CHRISTIAN SALVESEN: Finance Director Peter Aspden Resigns
CORDIANT COMMUNICATIONS: Completes Disposal of FD International
EQUITABLE LIFE: Wins Appeal to Pursue Claim Against Auditor
FINANCIAL TIMES: 100 Workers to go in Move to Counter Recession
IMPERIAL CHEMICAL: 'Next Stage' of Restructuring to Affect 1,200
KLEENEZE PLC: Loss-making Unit Forces Pre-tax Loss of GBP36 Mln
LONDON FORFAITING: FIMBank Discloses Recommended Cash Offer
MCLAUGHLAN'S SCAFFOLDING: In Receivership Over Unpaid Taxes
MYTRAVEL GROUP: Sells American Operations to Pay Debt
REGUS PLC: Grabs MWB Customers in France, Holland, Germany
SCHRODER EMERGING: Deloitte & Touche Appointed Liquidators
SPORTINGBET PLC: To Issue New Shares, Note Under Earn-out Deal
SPORTINGBET PLC: Details Terms of Loan Notes Under Earn out Deal
SPORTINGBET PLC: Obtains Overdraft Facility from Barclays
TELEWEST COMMUNICATIONS: Bondholders to Take Over 98% of Equity
UNITED BISCUITS: Banks Restructure Debt, Remove Key Covenants
WHITBREAD PLC: Sells Swallow Hotels for GBP57 Million
* Large Companies with Insolvent Balance Sheets
*********
===========
F R A N C E
===========
RHODIA SA: First Quarter Woes Spill Over to Second Quarter
----------------------------------------------------------
Rhodia on Friday published its results for the second quarter of 2003, which
were reviewed by the Board of Directors at their meeting on July 24, 2003.
Highlights for the period include:
(a) A persistently depressed economic environment with continued
high petrochemical raw material prices, a strong euro and
still low volumes.
(b) Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) of EUR123 million, an improvement over
the first quarter due to higher selling prices and EUR38
million in fixed cost savings, but a net decline compared
with the second quarter of 2002.
(c) Increased Operating Income and a higher EBITDA/Sales ratio
compared with the first quarter of the year, but still
significantly down compared with the second quarter of 2002.
(d) Net result remained negatively affected by the impact on
Rhodia's accounts (EUR20 million) of the sale of its
polyurethane flame-retardants business to Albemarle
Corporation.
(e) Debt declined EUR160 million compared with the first
quarter 2003 as the Group was able to generate positive cash
flow of EUR183 million during the second quarter.
(f) Debt refinancing.
RESULTS FOR THE SECOND QUARTER OF 2003
In millions of euros
Q2 2002 Q2 2002 Q1 Q2
Reported Restated(1) 2003 2003
----------- ---------- --------------------------- ------ ------
1,774 1,420 Net sales 1,428 1,407
----------- ---------- --------------------------- ------ ------
227 166 EBITDA 112 123
----------- ---------- --------------------------- ------ ------
12.8% 11.7% EBITDA/sales 7.8% 8.7%
----------- ---------- --------------------------- ------ ------
116 78 Operating income 9 13
----------- ---------- --------------------------- ------ ------
24 - Net result (after minorities)(2) -52 -57
----------- ---------- --------------------------- ------ ------
12 - Net result (after minorities)(3) -63 -87
----------- ---------- --------------------------- ------ ------
(1) Figures restated to account for divestitures made in 2002
and to reflect current foreign exchange rates.
(2) Excluding amortization of goodwill.
(3) Including amortization of goodwill.
(a) As in the first quarter of the year, a second quarter marked
by the persistence of a particularly adverse economic
situation
Rhodia reported net sales of EUR1,407 million for the second quarter of
2003, slightly lower than the first quarter, in what remains a particularly
depressed economic environment affected by extremely low volumes and
persistently high raw material prices. Compared with the second quarter of
2002, on the same basis (constant structure and exchange rates), net sales
declined by 0.9%, with a price effect of 2.4% and a volume effect of -3.3%.
Net sales declined by 20.6% compared with the reported second quarter 2002
results.
All Divisions followed the same general trend to a greater or lesser extent,
while all end markets served by Rhodia remained weak during the period.
Despite reduced demand and the sluggishness of end markets, the Group still
was able to pass on higher prices to its customers.
The Group also continued to reduce its fixed costs, generating savings of
EUR38 million during the quarter due, in particular, to programs to reduce
operating expenses of Enterprises and Support Functions and to the
restructuring program launched at the end of 2001.
Contrary to predictions made in March, the continued firmness of raw
material prices driven by the persistently high price of oil during the
second quarter, following the war in Iraq, had a negative impact on the
Group's overall performance. However, in spite of largely unfavorable
foreign exchange effects, the savings achieved on fixed costs and the
Group's ability to pass on higher prices to its customers enabled Rhodia to
deliver EBITDA of EUR123 million, equal to growth of 9.8% compared with the
first quarter. Compared with the reported second quarter 2002 results,
EBITDA declined by 45.8%.
For the same reasons, the EBITDA/Sales ratio of 8.7% improved by 0.9 points
over the first quarter figure while decreasing 4.1 points compared to
reported second quarter 2002 results and 3 points on the same basis
(constant structure and exchange rates).
Equity in earnings of affiliated companies stood at -EUR29 million in the
second quarter of 2003 compared with -EUR9 million in the first quarter
owing to the industrial restructuring measures taken by Nylstar in response
to persistent difficulties in the textile market.
Net result stood at a loss of EUR87 million euros, down 38% compared with
the first quarter of the year. Excluding amortization of goodwill, in
particular, related to the divestiture of the Group's polyurethane
flame-retardants business (finalized July 24, 2003), net result stood
at -EUR57 million compared to -EUR52 million for the first quarter of 2003
and EUR24 million for the reported second quarter 2002 results.
(a) Results by Division
Q2 2002 Q2 2002 In millions of euros Q1 Q2
reported restructured 2003 2003
------------ ----------- ------------------------- ------ ------
Pharmaceuticals &
Agrochemicals
308 218 Net Sales 208 212
16 4 Operating Income -21 -4
39 22 EBITDA -3 18
12.7% 10.1% EBITDA/Sales -1.4% 8.5%
------------ ------------ ------------------------ ------ ------
Consumer Care & Food
610 538 Net Sales 554 534
60 50 Operating Income 39 26
92 78 EBITDA 73 64
15.1% 14.5% EBITDA/Sales 13.2% 12.0%
------------ ------------ ------------------------ ------ ------
Industrial Care & Services
401 324 Net Sales 330 341
33 28 Operating Income 9 19
59 50 EBITDA 33 42
14.7% 15.4% EBITDA/Sales 10.0% 12.3%
------------ ------------ ------------------------ ------ ------
Automotive, Electronics &
Fibers
407 370 Net Sales 363 360
40 35 Operating Income 13 5
64 57 EBITDA 39 30
15.7% 15.4% EBITDA/Sales 10.7% 8.3%
------------ ------------ ------------------------ ------ ------
(b) Analysis by Division
(c) Pharmaceuticals & Agrochemicals: good resistance The Pharmaceuticals &
Agrochemicals Division posted results for the second quarter of 2003 higher
than its results for the first quarter of the year, with all Enterprises
achieving higher volumes. The Division also accelerated the reduction of
fixed costs due to restructuring decisions taken in 2001 and the return of
the TDI activity to normal operating conditions.
(d) Consumer Care & Food: downturn in the economic environment All
Enterprises achieved levels of activity similar to those of the first
quarter of 2003 in an environment of weak end markets. This enabled the
Division to mitigate the impact of the difficult economic environment
aggravated, in particular, by adverse foreign exchange effects and the cost
of raw materials (including sulfur) --and of energy, in particular--which
remains unusually high in the United States.
(e) Industrial Care & Services: Silicones still in a difficult position The
Division as a whole made significant progress in terms of its business
activities with the exception of Silicones, which remained in a difficult
position during the second quarter of the year. The Silica Systems
Enterprise improved its performance due to continuing demand in its key
markets, such as tires, and to the successful start-up of a new plant in
Livorno, Italy. PPMC also maintained its previous performance.
(f) Automotive, Electronics & Fibers: sluggish markets in a depressed
environment. The Division was the most affected by high petrochemical raw
material costs and weak volumes. Only the Engineering Plastics business
experienced growth, of approximately 5%, in what, nevertheless, remained a
weak market.
DEBT REFINANCING
The second quarter was marked by the successful pricing of EUR1 billion
equivalent privately placed notes. This transaction improves Rhodia's debt
maturity profile as proceeds are namely used to repay short-term bank debt.
This operation also enabled the Group to diversify its funding resources.
This ability to extend the maturity of its debt gives the Group additional
flexibility, notably to proceed with the divestment of non-strategic assets
only if the financial conditions are advantageous or when the economic
environment improves.
NET DEBT AND CASH
As anticipated in the previous quarter, the Group reduced its level of debt
by a total of EUR160 million in the second quarter of the year. Corporate
debt now stands at EUR2,140 million, down from EUR2,300 million in the first
quarter of 2003.
Despite the erosion of its EBITDA performance, the Group's ability to
generate free cash flow of EUR183 million enabled it, at the end of June
2003, to return to a level of debt equivalent to its position at the end of
December 2002, even before accounting for the proceeds from the sale of the
polyurethane flame-retardants activity.
Capital spending also remains under tight control. It is in line with the
strict limits imposed by the Group for 2003 and will be less than 300
million euros for the year.
OUTLOOK
The efforts to reduce fixed costs should continue to provide benefits during
the second half of 2003. Rhodia also should benefit from a positive impact
of lower raw material prices during the third quarter and the full effects
of pricing increases. However, visibility for the rest of the year remains
poor due to economic uncertainties about changes in demand and foreign
exchange.
Under these conditions, the second half of 2003 is proving to be more
difficult than anticipated at the beginning of the year making it unlikely
that the target of a debt/EBITDA ratio of 2.5 by the end of this year will
be achieved.
The Group will pursue its drive to reduce its net indebtedness during the
second half of the year by continuing its program of divesting non-strategic
assets as market conditions permit.
In the medium term, the Group maintains its objective of reducing its
debt/EBITDA ratio to 2.
You may consult this press release, along with a detailed presentation of
the Group's results for the second quarter of 2003, as of 8:30 am at
Rhodia's corporate website: http://www.rhodia.com
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 23,600
people worldwide. Rhodia is listed on the Paris and New York stock
exchanges.
To view financials: http://bankrupt.com/misc/Rhodia.htm
CONTACT: RHODIA
Investor Relations
Fabrizio Olivares
Phone: +33 1 55 38 41 26
=============
I R E L A N D
=============
ELAN CORPORATION: Antegren Fails to Achieve Desired Result
----------------------------------------------------------
Elan Corporation, plc (NYSE:ELN) and Biogen, Inc. announced that the Phase
III induction trial of ANTEGREN (natalizumab) did not meet the primary
endpoint of "response" as defined by a 70-point decrease in the Crohn's
Disease Activity Index (CDAI) at week 10. This result appears to be due to
a larger than expected placebo response rate. However, data from the study
indicate that the biological activity of natalizumab was similar to that
seen in the Phase II study published in the New England Journal of Medicine
earlier this year. Additionally, there were no notable differences in the
overall rates of side effects between natalizumab and placebo treatment
groups through week 12.
"Although we did not meet the primary endpoint at week 10, other data from
the trial suggest that natalizumab and its unique mechanism of action have
an important effect on inflammation and these data further support our
hypothesis that natalizumab will be useful in the treatment of
immune-mediated diseases," said Lars Ekman, MD, PhD, Executive Vice
President, Research and Development, Elan. "We will meet with regulatory
authorities to discuss these data and determine the most appropriate path
forward. In the meantime, we await results from the Crohn's 'maintenance'
trial."
As seen in the Phase II study, a significant effect was seen on multiple
markers of inflammation including C-reactive protein and platelets in
natalizumab-treated patients as compared to placebo. After review of the
data, an analysis of a subset of patients comprising 72% of the total
population enrolled in ENACT-1 demonstrated evidence of active inflammation.
This substantial subset of patients with active inflammation had
statistically significant clinical response and remission rates at week 10
and multiple other time points compared to placebo.
"These data show that natalizumab has an impact on biological activity in
patients with Crohn's disease," said Burt Adelman, MD, Executive Vice
President, Research and Development, Biogen. "The Phase III clinical trials
evaluating natalizumab in MS are on track. Previous studies have indicated
natalizumab's potential to reduce new inflammatory brain lesions and
relapses in patients with relapsing forms of MS."
The Study
The Phase III, double-blind, placebo-controlled trial known as ENACT-1
(Evaluation of Natalizumab in Active Crohn's disease Therapy-1) randomized
patients to one of two treatment groups: 300 mg natalizumab or placebo in a
4:1 ratio (active to placebo) dosed at weeks 0, 4 and 8. The study
evaluated 905 patients. The primary endpoint of "response" was defined as a
70-point decrease in the CDAI score and "remission" was defined as a CDAI
score of less than or equal to 150, both at week 10. Secondary and tertiary
endpoints included "response" and "remission" at other time points through
week 12, "time to remission and response," mean changes in CDAI as well as
quality of life measurements and inflammatory markers (e.g., C-reactive
protein).
The week 12 response and remission endpoints were significant compared to
placebo as was a secondary endpoint of IBDQ (Inflammatory Bowel Disease
Questionnaire - a validated quality of life measurement) at week 10. Over
the course of the study, the time to remission and, at weeks 6 through 12,
mean changes in CDAI were also significant in natalizumab treated patients
compared to those treated with placebo.
There were no notable differences in the overall rates of side effects
between natalizumab and placebo treatment groups through week 12. The most
common adverse events seen in the trial were headache, nausea and abdominal
pain across both groups.
Analysis is underway to better understand the unusually high placebo
response rate. Recently, high placebo response rates have been seen in
Crohn's disease studies. The unexpected high rate in ENACT-1 may be
attributed to the study design: a 4:1 randomization ratio may have led
patients to believe that they would be assigned to the active treatment arm
and thus experience a beneficial effect from treatment.
The Phase III data will be shared in greater detail with the medical and
scientific community at medical meetings later this year.
Elan and Biogen are collaborating on the development, manufacturing and
marketing of natalizumab. Natalizumab, a humanized monoclonal antibody,
has a novel mechanism of action: it is the first alpha-4 antagonist in the
new SAM (selective adhesion molecule) inhibitor class. The drug was
designed to selectively inhibit immune cells from leaving the bloodstream
and to prevent these cells from migrating into tissue (the gastrointestinal
tract in Crohn's disease and the brain in MS) where they may otherwise cause
or maintain inflammation.
Based on pre-clinical and investigational clinical studies demonstrating
that selectively inhibiting alpha-4 integrin may prevent inflammation in
immune-related inflammatory diseases, Elan and Biogen are pursuing a
comprehensive clinical development program in Crohn's disease and MS.
Positive findings from the Phase II studies in Crohn's disease and MS were
published in the January 2, 2003 issue of the New England Journal of
Medicine. To date, more than 3,000 patients have participated in Phase III
natalizumab clinical studies.
Ongoing Phase III Clinical Trial Program
In addition to ENACT-1, the natalizumab "maintenance" trial in Crohn's
disease - ENACT-2 (Evaluation of Natalizumab as Continuous Therapy-2) is
ongoing.
Concurrently, two Phase III studies in MS are underway. AFFIRM (natalizumab
safety and efficacy in relapsing-remitting MS) will evaluate the ability of
natalizumab to slow the rate of disability in MS and reduce the rate of
clinical relapses; SENTINEL (safety and efficacy of natalizumab in
combination with AVONEX [Interferon beta-1a] in patients with
relapsing-remitting MS) will determine if the combination of natalizumab and
AVONEX is more effective than treatment with AVONEX alone in slowing rate of
disability and reducing rate of clinical relapses.
Crohn's disease
Approximately one million people worldwide have Crohn's disease, a chronic
and progressive inflammatory relapsing-remitting disease of the
gastrointestinal tract, which commonly affects both men and women. The
disease usually causes diarrhea, crampy abdominal pain, often fever, and at
times rectal bleeding. Loss of appetite and subsequent weight loss also may
occur. Complications include narrowing of the intestine, obstruction,
abscesses, and fistulas (abnormal channels connecting the intestine and
other organs, including the skin), malnutrition and decreased growth rate in
children.
Elan is focused on the discovery, development, manufacturing, selling and
marketing of novel therapeutic products in neurology, pain management and
autoimmune diseases. Elan shares trade on the New York, London and Dublin
Stock Exchanges. For additional information about the company, please
visit http://www.elan.com.
Biogen is the world's oldest independent biotechnology company and a leader
in biologics research, development and manufacturing. A pioneer in leading
edge research in immunology, neurobiology and oncology, Biogen brings novel
therapies to improve patients' lives around the world through its global
marketing capabilities. For press releases and additional information about
the company, please visit http://www.biogen.com
NAVAN CARPETS: Sells Assets to Victoria for GBP1.6 Million
----------------------------------------------------------
The liquidators of Navan Carpets Limited agreed to sell certain assets
including brand names, inventory, plant and machinery, of the company to
Victoria Plc.
The GBP1.605 million- transaction will see some of Navan's former
sales-related employees being recruited by Victoria, and Navan operating as
a Division of Munster Carpets Limited. The plant purchased by Victoria will
be transferred to the new owner's manufacturing operations in Kidderminster.
It will make use of the group's Axminster facility to serve both the
Axminster business of Victoria and Navan.
"We believe that Navan will make a positive contribution to the Group's
pre-tax profits in the current financial year and the Directors believe
that, providing the prevailing economic conditions do not deteriorate, we
can look forward with confidence to another successful year ahead," Victoria
said in a statement.
Navan, based in Navan, County Meath, Ireland is one of the most respected
and long established manufacturers and distributors of leading carpet brands
in the Irish residential and contract markets. The Navan brand has been
synonymous with quality carpeting since its inception in 1938.
=====================
N E T H E R L A N D S
=====================
DSM: Low Sales Volume Hits Profit; Recovery in Near Future Vague
----------------------------------------------------------------
Dutch chemicals group DSM posted operating profits on continuing operations
that is in line with the first quarter but down 17% on last year's second
quarter at EUR85 million. Net profits for the three months to June 30 fell
almost 93% to EUR68 million (US$78 million) as sales fall 5% to EUR1.36
billion on a like-for-like basis. Prior year figure was EUR1.43 billion.
DSM's results suffered from weakened demand from the automotive, electronics
and building and construction sectors, particularly in the second quarter,
according to chief financial officer Henk van Dalen. This was contrary to
the expected upturn in the first quarter.
"What we have seen in the second quarter is that the positive signals in the
first quarter did not materialize," he said. The slump is further
aggravated by weak dollar.
The company further predicts a dim future.
``There are no clear signs of a positive development of the economy and of
our end markets in the next few months; we are experiencing a genuine summer
lull,'' said DSM chairman Peter Elverding in a statement.
DSM, which had 19,050 employees left at the end of the second quarter, said
it will axe another 500 jobs from its workforce. The cuts follow a
reduction of over 100 positions in the first half of the year.
To See Financial Results:
http://bankrupt.com/misc/DSM_Results.pdf
CONTACT: DSM
Corporate Communications
P.O. Box 6500, 6401 JH Heerlen
The Netherlands
Phone: (31) 45 5782421
Fax: (31) 45 5740680
Home Page: http:www.dsm.com
Dries Ausems
Phone: +31 (45) 578 2477
E-mail: investor.relations@dsm.com
JOMED N.V.: SWX Swiss Exchange Approves Delisting
-------------------------------------------------
SWX Swiss Exchange has approved the delisting of the JOMED N.V. shares
effective October 1, 2003. Application for delisting was filed was filed on
July 4, 2003. The last day of trading will be September 30, 2003. The SWX
Swiss Exchange does not require JOMED N.V. to publish its official financial
statements for the year 2002. JOMED N.V. has nevertheless prepared and
disclosed pro forma financial statements for the year 2002. These pro forma
financial statements were attached to the first public report of the
bankruptcy trustees of July 1, 2003. The public report may be found on
http://www.houthoff.com/jomed. The SWX Swiss Exchange has also decided that
JOMED N.V. does not have to procure a market for JOMED N.V. shares after the
delisting.
CONTACT: Christiaan Zijderveld
Assistant to the bankruptcy trustees
Phone: + 31 20 577 2366
JOMED N.V.
Jorgen Peterson, Acting CEO
Phone: +46 42 490 6014
Lars-Johan Cederbrant, Acting CFO
Phone: +46 42 490 6048
JOMED N.V.: Completes Asset Sale to Volcano Therapeutics
--------------------------------------------------------
Volcano Therapeutics, Inc. announced that it has completed the purchase of
the global Intravascular Ultrasound and Functional Measurement Businesses
from JOMED, Inc. and certain other affiliates and subsidiaries of JOMED,
N.V., traded on the Swiss Exchange (SWISS: JOMZ.S). The agreement to
acquire JOMED was announced earlier this month.
The purchase supports Volcano's strategy to build on Volcano's
groundbreaking Virtual HistologyT IVUS technology which is being developed
to enhance conventional IVUS technology. As the integration moves forward,
Volcano plans to add its Virtual HistologyT IVUS technology to the installed
base of more than 1,200 JOMED/EndoSonics IVUS consoles currently in clinical
use worldwide. Volcano's existing intravascular thermography technology
also integrates well with the products from the JOMED/Cardiometrics
Functional Measurement business, which includes the pressure and flow wire
product lines. Volcano now employs approximately 400 former JOMED employees
worldwide, including direct sales organizations in the United States and in
most of Europe.
"We are extremely pleased to announce the completion of this acquisition and
look forward to providing the interventional cardiology community with these
innovative IVUS and Functional Measurement products. The entire Volcano
organization is now focused on serving our IVUS and FM customers worldwide
and on building Volcano into the premier supplier of IVUS and FM products,"
said R. Scott Huennekens, Volcano's president and CEO.
Reaction from Leading Physicians
Martin B. Leon, MD, Chairman of the Cardiovascular Research Foundation,
Lenox Hill Hospital, New York, New York, stated, "The integration of the
JOMED solid-state IVUS technology with the Virtual HistologyT platform from
Volcano presents a new generation of imaging potential in the diagnosis and
treatment of coronary artery disease." Dr. Leon continued, "In the era of
drug eluting stents, IVUS will play an increasingly important role in lesion
assessment and in optimizing stent results."
Bernard De Bruyne, MD, PhD, Cardiovascular Center Aalst, Belgium, commented,
"Volcano brings under the same roof very innovative technologies: Virtual
Histology IVUS and Thermography -- as well as validated approaches --
conventional IVUS, intracoronary pressure and flow measurements. These
technologies are very complementary and may provide us in the future key
information driving our therapeutic options."
About Volcano
Volcano Therapeutics, Inc., is a privately held medical device company.
With the completion of this acquisition, Volcano's headquarters has been
relocated to the former U.S. headquarters of JOMED, Inc. in Rancho Cordova,
CA. Volcano's European headquarters will remain in Brussels, Belgium.
Volcano Therapeutics, Inc., founded in 2001, is focused on the discovery,
development and commercialization of products for the detection and
treatment of atherosclerosis and vulnerable plaques in the coronary arteries
and peripheral vascular system. Currently under development are
technologies that could be potentially useful in detecting and treating
patients who are at risk for developing plaque rupture and subsequent
adverse cardiac events. For more information, please visit
www.volcanotherapeutics.com
CONTACT: Christiaan Zijderveld
Assistant to the bankruptcy trustees
Phone: + 31 20 577 2366
JOMED N.V.
Jorgen Petersonj, Acting CEO
Phone: +46 42 490 6014
Lars-Johan Cederbrant, Acting CFO
Phone: +46 42 490 6048
VOLCANP THERAPEUTICS, INC.
Scott Huennekens, President & CEO
Vince Burgess
Vice President of Marketing and Business Development
2870 Kilgore Road
Rancho Cordova, CA 95670 USA
Phone: (916) 638-8008
Fax: (916) 638-8112
Home Page: http://www.volcanotherapeutics.com
NUMICO N.V.: Concludes Sale of Rexall Sundown to NBTY Inc.
----------------------------------------------------------
Royal Numico N.V. announces that it has completed the sale of Rexall Sundown
Inc. to NBTY Inc. for US$250 million in cash. The transaction will be
effective as of July 25, 2003.
This transaction will result in a write-off, the level of which will be
determined by the closing balance sheet of Rexall Sundown on the date of
completion. Partly in view of this write-off, Numico expects its
shareholders' equity to be close to zero. Numico will publish the precise
level of shareholders' equity at the publication of the interim 2003 results
on August 14.
Numico is confident that it will strengthen its shareholders' equity through
retained earnings and that any adverse changes in its shareholders' equity
will not have any impact on Numico's operations, access to funding or stock
exchange listing.
===========
P O L A N D
===========
BANK PEKAO: Announces Changes in Supervisory, Management Boards
---------------------------------------------------------------
The Management Board of Bank Polska Kasa Opieki S.A. informs that Roberto
Nicastro will resign from the position of member of the Supervisory Board
effective August 29, 2003. Mr. Nicastro has been member of the Supervisory
Board since September 10, 1999 performing as its Secretary. Mr. Nicastro's
resignation is connected with his move to other responsible managerial
position within the UCI Group.
The Management Board also informs that Paolo Fiorentino will resign from the
position of Deputy President, COO effective August 29, 2003. Mr. Fiorentino
will be appointed Deputy General Manager of UniCredit, Head of New Europe
Division supervising operations of UniCredito Italiano Group's banks in
Central and Eastern Europe.
On the motion of the President of the Management Board the Supervisory Board
of Bank Polska Kasa Opieki S.A. during [Fri]day's meeting appointed Mr.
Luigi Lovaglio to the position of Deputy President, COO effective September
1, 2003.
Curriculum Vitae of Luigi Lovaglio:
Born on August 4, 1955 in Potenza (Italy).
Deputy President, COO of Bank Pekao S.A.
He graduated in economics from Bologna University.
Professional career:
Since the beginning of his professional career he has been with Credito
Italiano. In 1973 he started his first job at Credito Italiano in Bologna
where he proceeded through a number of important positions in the area of
foreign business, loans, marketing, internal audit and organization. Then
with more than
10 years he performed duties of Branch Manager in a succession of branches
in the Group of increasing size and importance.
In 1997 he was appointed to the position of Head of Group Planning
Department, Head Office, responsible for budgeting and monitoring of all
banks of the Group.
In 1998 he participated in the integration of Credito Italiano and the banks
of UniCredito Group, following the merger, and in 1999 managed the
integration into the Group of Caritro, a newly acquired bank.
With the start-up of the New Europe expansion of the Group, in 1999 he was
appointed Head of Foreign Banks Group Planning Department with primary
responsibility for the integration of Bank Pekao in Poland into the Group.
In 2000 he was appointed Deputy General Manager of Unicredito Italiano
Group. In October of that year he was appointed Deputy Chairman of the
Management Board and Executive Director of Bulbank AD, the biggest bank in
Bulgaria, and acted also as Chairman of the Management Board till September
2001. During his stay in the bank he was the main driver of changes,
channeling UniCredito experience and advanced banking practice, building a
strong professional and high performance-oriented team of managers.
From September 2, 2003 he will be performing the duties of Deputy President
of the Management Board, COO of Bank Pekao S.A.
Positions previously held in governing bodies of companies and other
organizations:
He was member of the supervisory boards of Splitska Banka, Unibanka, Banca
di Bergamo, Unicredit Finance Corporation and Credit Factoring
International.
The activity of Mr. Luigi Lovaglio is not competitive in relation to Bank
Pekao SA activity.
The Register Court did not issue the certificate stating that Mr. Luigi
Lovaglio is not recorded in Insolvent Debtors Register kept in accordance
with the Domestic Court Register Act because he does not possess the PESEL
number.
DAEWOO-FSO: Larger Ministerial Team to Tackle Rescue Plans
----------------------------------------------------------
A special government team will discuss the future of troubled Polish
carmaker Daewoo-FSO in a convention next week, the Warsaw Business Journal
reported Friday.
Representatives from the Economy, Treasury and Finance ministries will join
Mark Sadowski from the Justice Ministry to find ways on how to salvage
Daewoo-FSO.
Mr. Sadowski said: "One of the main points in the forthcoming talks will be
the restructuring of the carmaker in the context of the new bankruptcy law.
There are two main possible scenarios. One of them assumes the company
files for bankruptcy, reaching an agreement with creditors as well as
restructuring the liabilities and assets. The other option is liquidating
the company and the sale of company assets."
The Zeran-based carmaker's financials started to falter when it posted a net
loss of PLN2.3 billion in 2000. General Motors took over most of the
operations, although it did not include the Polish investments in its
acquisition. The American car giant has offered to hand over intellectual
property rights over the Matiz and Lanos models.
Britain's MG Rover has recently agreed to revive the company, but mounting
financial legal problems necessitated the inter-ministerial team working on
the restructuring of Daewoo-FSO. Also, the lack of financial agreement with
banks has frustrated the plans of the company's annual shareholder's
meeting.
CONTACT: DAEWOO-FSO MOTOR CORPORATION
Ul. Jagielloivska 88
03-215 Warszawa
Phone: +48-22-676-3955
Fax: +4822-676-1501
Homepage: http://www.daewoo.com.pl
=========
S P A I N
=========
CABLEUROPA SA: Fitch Affirms 'B-' Ratings; Outlook Negative
-----------------------------------------------------------
Fitch Ratings, the international rating agency, affirmed Cableuropa SA's
Senior Unsecured rating and ONO Finance Plc's guaranteed senior unsecured
notes at 'B-'. The rating of Cableuropa's EUR750 million senior secured
bank facility has been affirmed at 'B+'. ONO's notes are guaranteed by
Cableuropa. The Outlook is Negative.
Affirmation of the ratings concludes the agency's review of Cableuropa
following the ratings being placed on Rating Watch Negative on December 18,
2003. While the agency recognizes the weakened operating environment
currently faced by the company, and concern over the potential effect of the
merger of the satellite DTH platforms in Spain, it acknowledges the positive
action taken by the company in re-engineering its balance sheet and
management's willingness to adjust its business model to the realities of
changing operating conditions. In February 2003 it completed a buy-back and
cancellation of public bonds, canceling EUR503 million of a previously
outstanding total of EUR947 million of high-yield notes.
The outcome of the buy-back has materially reduced Cableuropa's debt
profile, and is considered a positive step by the company in effectively
recapitalizing its balance sheet. The buy-back nonetheless highlights
concern over its ability to develop key revenue drivers (i.e. customer
penetration and average revenue per user (ARPUs)).
Against these concerns Fitch notes that financial performance has been good,
with the company reporting positive EBITDA, sooner than previous guidance
from the company, of EUR16 million for FY02. The bond buy-back has brought
its medium-term leverage profile and debt protection measures broadly in
line with previous expectations. Debt stood at EUR973 million in 1Q03
compared with EUR1.4 billion at YE02. Operating performance has also been
good, with the company having completed more than 80% of its network build
(built out some 1.83 million homes by 1Q03) and achieved good levels of
overall customer penetration (33% in 1Q03) and average revenue per users
(EUR49.8 in 1Q03) in the residential segment. The business model has,
however, shifted to one that relies more heavily on network build, which
will continue to drive investment and negative free cash flow during the
next two years. At the same time, Cableuropa's reduced expectations for the
growth of both customer penetration and average revenue per users reflect a
more subdued economic and operating environment. Improving operational
drivers will be key if the company is to grow its business to support the
current level of debt and capitalization. Early customer acceptance for its
services has been good, while its ability to successfully remarket mature
franchises and increase market penetration consistently across its markets
has yet to be proven.
The Negative Outlook reflects concern that operating conditions (in the
context of previous expectations) have deteriorated, while the company
continues to rely on material growth in key operating assumptions if it is
to maintain the financial profile envisaged over the medium term. While the
agency remains confident of financial performance in 2003, the development
of ARPU and customer penetration will be key over the important 2004/2005
period. Management have however proven to be adept at reacting to changing
business conditions.
TERRA LYCOS: Telefonica to Pursue Bid Despite 72% Acceptance
------------------------------------------------------------
Spanish telecommunications group Telefonica said it would still pursue a
plan to increase shares in Terra Lycos Internet, despite missing a
self-imposed limit. Telefonica previously said its buyout offer depends on
acceptances from 75% of Terra's capital, but despite having to work only for
a 72% acquisition in recent developments, it is still willing to pay EUR1.06
billion (US$1.2 billion) to increase its current 38% stake, according to the
Financial Times.
The group has no plans of buying shares in the market or launching another
bid to raise its stake, but analysts expect it to eventually hold almost 77%
of the company as share options that hold 6.7% of Terra Lycos expire and
shares earmarked for the scheme are amortized. Telefonica purchased the
shares at EUR5.25 each -- a price deemed too low by its shareholders and
consumers groups for a company that once traded at above EUR150.
In response, Telefonica said at 15% above its average share price over the
past six months and 51% above its business value, which excludes Terra's
EUR1.73bn cash pile, the offer was a fair deal. Terra Lycos failed to turn
in a profit previously partly because of the slump in the online advertising
and the strong competition it endures with Telefonica in delivering
high-speed Internet access.
=====================
S W I T Z E R L A N D
=====================
HABSBURG HOLDINGS: Swiss Exchange Threatens to Suspend Trading
--------------------------------------------------------------
Habsburg Holdings Ltd., which is listed on the SWX Swiss Exchange, has
failed to submit its annual report for 2002 to the Admission Board by the
specified date of June 30, 2003. In addition, the SWX is clarifying whether
or not the company has published its annual report. Habsburg also failed to
submit its annual report before the specified date last year.
Pursuant to Art. 79 of the Listing Rules, the SWX will suspend trading in
the above-mentioned security with effect from Monday, August 4, 2003, unless
the company submits its annual report to the SWX and provides evidence of
legally acceptable publication by July 31, 2003.
Trading will be resumed as soon as Habsburg Holdings Ltd. fulfils its
obligation to disclose. The SWX has adopted this measure for reasons of
investor protection and transparency in the capital market. The application
of sanctions procedures remains reserved.
SAIRGROUP: SWX Imposes Sanctions for Breaching Disclosure Rules
---------------------------------------------------------------
The SWX Swiss Exchange has sanctioned SAirGroup in response to the violation
of provisions of the Listing Rules. The failure to disclose contingent
liabilities and the absence of information on the reclassification of
shareholdings in the 2000 interim report were the reasons for the sanctions.
Periodic financial reporting in compliance with applicable accounting rules
is part of the information that contributes to transparent trading, as
required by the Federal Act on Stock Exchange and Securities Trading (Stock
Exchange Act) and the SWX Listing Rules. One of the tasks of the SWX is the
enforcement of transparency rules imposed on issuers.
Unlike the production of an annual report, the obligation to produce an
interim report derives exclusively from the SWX Listing Rules. A variety of
legal proceedings in connection with the annual financial statements of
SAirGroup, which are likely to be concluded in the next few years, are
currently being dealt with by criminal prosecution authorities and civil
courts.
In the light of events at SAirGroup in the spring of 2001 (communication of
a loss for the year of CHF2.885 billion) and the press and media coverage
that they attracted, the SWX initiated an examination of the compliance of
SAirGroup's periodic financial reporting with the Listing Rules provisions
pertaining to the presentation of accounts. The investigation proved to be
complicated and time-consuming.
In an entirely different matter, the SWX also initiated sanction proceedings
against SAirGroup in the spring of 2001 for the violation of the provisions
governing ad hoc-publicity. On December 21, 2001, the Disciplinary
Commission of the SWX Swiss Exchange determined that SAirGroup had violated
the disclosure requirements of Art. 72 Listing Rule. The decision could
initially not be published by SWX because SAirGroup lodged an appeal with
the SWX Arbitral Tribunal. However, SAirGroup withdrew its appeal on
January 30, 2003, before the Tribunal's decision was issued (see
http://www.swx.com/admission/sanction_srgroup_en.pdf).
The present accounting-related sanction proceedings were suspended for the
duration of the Arbitral Tribunal proceedings in the ad hoc-publicity case
and did not resume until the legally binding termination of the latter
proceeding. SAirGroup itself stated that it applied the International
Financial Reporting Standards (IFRS, formerly IAS) as its accounting
standard since 1996. Nonetheless, the 2000 interim report made no specific
reference to IAS 34, which governs interim reporting. However, some parts
of the interim report referred to certain IAS standards and it was stated
that, in compliance with IAS, the financial reporting was subject to the
same accounting principles as had been applied to the 1999 annual report,
which was based exclusively on IAS. According to Admission Board Communique
no. 8/2001 of May 14, 2001, issuers that have not specifically selected
another accounting standard other than Swiss GAAP ARR (e.g. IAS) for their
interim reports must comply with Swiss GAAP ARR 12 as a minimum standard.
Consequently, the facts of the present case were examined by SWX in relation
to both Swiss GAAP ARR and IAS.
The Committee of the Admission Board assessed the following two points in
particular:
(a) Failure to disclose contingent liabilities
In the course of 2000, SAirGroup entered into a put and call agreement,
including a supplementary agreement, with Taitbout Antibes BV. The put and
call agreement was a strategically important and complex agreement under the
terms of which SAirGroup assumed a quantitatively unlimited purchase
obligation in respect to the shares in AOM (Air Outre-Mer) held by Taitbout
Antibes BV, at a price to be set by Taitbout Antibes BV. The potential
value of the transaction was several hundred million Swiss francs.
SAirGroup neglected to disclose the contingent liabilities resulting from
this agreement in the notes to the interim report, even though this
unpublished information was substantial. In terms of both its quality and
its quantity, it would have contributed to a well-founded assessment of the
development of the activities and course of business of SAirGroup during the
reporting period.
(b) Absence of information on the reclassification of shareholdings
During the first half of 2000, SAirGroup reclassified shareholdings in Delta
Airlines, Galileo and Equant as current assets and, as such, revalued them
at their market values, without disclosing the amount of the resulting gain
in the interim report.
According to Swiss GAAP ARR 12 section 6, the explanations must enable the
recipient to form a reliable judgment about the development of the business
of the company. Thus, inter alia, extraordinary income or expenses must be
disclosed and quantified, insofar as they have a material effect on the
reported profit or loss. Under the terms of IAS 34.16, the company must
disclose in its interim report any events or transactions that are material
to an understanding of the current interim reporting period. Major
transactions must thus be both described and -- as far as it is possible --
quantified.
The Committee of the Admission Board has decided that each of the failings
described constitutes a serious violation of the Listing Rules and of the
applicable provisions of Swiss GAAP ARR and IAS, as the financial situation
of SAirGroup as of June 30, 2000 could not be evaluated in its entirety in
line with the scope and nature of the information that was not disclosed.
SAirGroup has thus been reprimanded, with the corresponding publication, and
will have to pay the costs of the proceedings.
UNIT.NET AG: Virtue Broadcasting Acquires Subsidiaries
------------------------------------------------------
Virtue Broadcasting Plc announces that it has on Monday acquired the U.K.,
German and Spanish subsidiaries of Unit.Net AG (In Liquidation), a Swiss
based company, together with certain Swiss-based assets, sales contracts and
employees of Unit.Net. The effective date of the transaction is July 1,
2003.
As announced on June 26, 2003, following the disposal of its Media division,
Virtue intends to focus on the Corporate Communications market segment.
Unit.Net and its subsidiaries operate in the same market sector as Virtue
providing web casting services to large corporations. Its customers include
Credit Suisse, ABN Amro, E-ON, GE Capital Bank, Banco Santander, Deutsche
Post, Swisscom, Nomura International and Schering. This acquisition assists
the Group in achieving its objective of being the web casting services
leader in the European and Australian markets.
Virtue is paying Unit.Net GBPnil consideration but will repay up to
GBP100,000 of loans to Unit.Net to the extent that the trade receivables
acquired within the subsidiaries are collected. It is estimated that at
completion the net assets acquired net of loan repayments will amount to
around GBP325,000 (including cash of GBP160,000). In addition, Unit.Net has
underwritten certain ongoing costs including the surrender costs of Unit.Net
(U.K.) Ltd.'s offices that will result in a saving of GBP120,000 per annum.
Virtue is acquiring Unit.Net (U.K.) Ltd., Unit.Net Deutschland GmbH and
Unit.Net Streaming Spain S.L., which had revenues of GBP390,000, GBP810,000
and GBP200,000 respectively in the year ended 31 December 2002. In
addition, Virtue is receiving most of Unit.Net's ongoing sales contracts,
trade receivables, software and intellectual property assets and Virtue will
employ five of the forty-two Swiss based employees of Unit.Net. Unit.Net in
Switzerland had turnover of GBP810,000 in year ended December 31, 2002. The
consolidated revenues of subsidiaries and assets being acquired for the year
ended December 31, 2002 totaled GBP2.2 million.
Unit.Net Deutschland GmbH recorded profits of GBP100,000 in the year ending
December 31, 2002 and Unit.Net (U.K.) Ltd. and Unit.Net Streaming Spain S.L.
made losses of GBP370,000 and GBP20,000 in the same period. The unaudited
management accounts show that in the five months to May 31, 2003 Unit.Net
Streaming Spain S.L. and Unit.Net Deutschland GmbH have recorded profits and
Unit.Net (U.K.) Ltd. has continued to make losses.
Virtue is pleased to announce that Klaus Ackerstaff the CEO of Unit.Net will
join the management board of Virtue as interim CEO.
"The Unit.Net business is a superb complimentary fit to Virtue's existing
business in the U.K. with similar web casting technology platforms,
automated processes and highly experienced people, and overall provides
Virtue with a strong European footprint," says Mike Neville, Chairman of
Virtue, "this acquisition will provide the new bedrock from which the
business will expand over the coming months, and one where we anticipate
offering our customers enhanced product sets and superior levels of customer
service and satisfaction.
We believe that this sector will show significant growth in the short to
medium term and we will continue to review the options open to the business,
to both enhance our position as one of the leading players, and to build
long term value for our shareholders'.
"This transaction will secure and enhance the Unit.Net web casting platform
for its customers" says Klaus Ackerstaff, 'the combination provides a strong
U.K. and European organization that international customers can rely on for
service delivery."
CONTACT: VIRTUAL BROADCASTING
Phone: 0207 785 6000
Mike Neville, Chairman
James Ormondroyd, Finance Director
MANTRA PR LTD.
Phone: 0207 907 7800
John Barrington-Carver
===========================
U N I T E D K I N G D O M
===========================
ABERDEEN ASSET: Sees Sale of Property Business Within Days
----------------------------------------------------------
Aberdeen Asset Management could announce the sale of its property arm to
British Land as soon as the end of the week or early next week, according to
the Financial Times. Buy-out negotiations Monday was expected to touch on
compensation packages for the eight or nine top Aberdeen property
executives.
The purchase price, however, will only be GBP45 million, or half of the
asking price of more than GBP85 million, according to the report. This is
because British Land will only buy the U.K. and continental European
businesses and not Aberdeen Property Investors' Nordic operation. Some of
the investors in the Nordic division are understood to have wanted it to
remain independent, according to the report.
The property business portfolio was worth of GBP9.3 billion at the end of
September.
Aberdeen, which is currently at the center of the split-capital investment
trusts debacle, announced in April it was having negotiations with a number
of possible bidders for the property business. It said in November it plans
to float the property arm for up to GBP125 million. Proceeds of the
flotation will be used to help cut the firm's GBP250 million debt.
BRITISH AIRWAYS: Amicus Abandons Talks with Management
------------------------------------------------------
Aviation union Amicus abandoned talks with ACAS and British Airways at 5:45
a.m. Friday after the company failed to make any movement over the
imposition of swipe card technology at Heathrow. Amicus believes that
on-going discussion are proving pointless and is calling for a meeting
between the General Secretaries of Amicus, TGWU, GMB and Paul Eddington, CEO
of British Airways.
Talks between British Airways and the unions only began last night at 3:00
a.m. and there has been widespread anger after the company tabled a 100-word
document that makes no concession over the issue of ATR technology, which
resulted in wild cat strikes at the weekend.
The company still intends to implement ATR in full by late August while the
unions are continuing the process of balloting that will lead to further
formal strike action, which will take place at the same time.
Kevin Egan, Amicus Regional Officer, said: "The talks we have had this
morning are a complete charade and have got us no where. The company fails
to understand the severity of the situation and has presented us with a
document which is little more than a sheet of A4 and no different to what
they were saying two weeks ago.
"The short time the company spent with us this morning has shown that the
ACAS forum for negotiation is bereft of remedy, the next move must be a face
to face meeting between Paul Eddington, CEO of British Airways, and the
union General Secretaries."
CABLE & WIRELESS: Chairman Pledges Dividend Payments Next Year
--------------------------------------------------------------
Cable & Wireless Chairman Richard Lapthorne said on the company's Annual
General Meeting on Thursday:
"I would like to take a few moments to share some thoughts about the first
six and a half months of my time in the company.
"As you know, I was appointed on January 10; the closing share price on the
9th had been 48p, valuing the company at just over GBP1.1 billion. When the
announcement was made, many of my friends called to tell me I was mad to get
involved. 'Why jeopardize your reputation?' was the typical comment. Many
analysts and journalists implied at the time that the job could not be done;
Cable & Wireless' problems had gone too far and they warned there would not
be enough cash or time to put things right.
"When I arrived, I saw that there were four clear priorities: to fix the
balance sheet, to reform the Board, to appoint a new CEO and deliver a
credible strategy.
"It was clear that the key to securing the future for the company was the
release of the GBP1.5 billion of cash from an escrow account, through the
resolution of the past ten years' U.K. tax accounts, and to reinforce cash
management in the operations. As a result of addressing these issues I was
able to say in the Preliminary Announcement that, as at the Balance Sheet
date, we had sufficient liquidity to exit the United States; since then we
have increased our cash resources by a further GBP479 million through
selling our shares in PCCW and launching a convertible bond. None of us in
the company would claim the turnaround will be easy, or overnight. But all
but the most skeptical commentators have stopped saying that the job cannot
be done.
"Prior to my joining, the company had come under concerted pressure from its
major U.K. investors to make significant changes to the Board composition.
That had already meant that the company's plans for succession to Sir Ralph
Robins had to be modified. So my next task was to renew the Board, both
executives and non-executives. After Sir Win Bischoff's retirement on
Thursday, out of a board of eleven directors, seven have been appointed
since the beginning of 2003. On the executive side three directors have
left and we recruited Francesco Caio as Chief Executive Officer and Kevin
Loosemore as Chief Operating Officer. In addition, Rob Rowley, a very
experienced former finance director of Reuters, who was non-executive
Chairman of the Audit Committee when I joined, agreed to switch to part time
executive Deputy Chairman where he took overall control of the finance and
legal functions.
"Since becoming executive, Rob has been more full time than part time, and I
am tremendously grateful for the personal support he gave me in the early
months of the year when we were running without a Chief Executive. Before I
joined, it was Rob who convinced me the job was doable. I trust his
judgment; we have known each other a long time.
"When it came to renewing the non-executive directors we needed to recruit
quickly people who had the right skills to bring to the Board debates. The
relevant needs covered first hand experience in finance, treasury and
restructuring; IT and telecoms; government understanding and public affairs.
We have formed a high quality Board that brings just those skills. Our
latest appointment, which will take effect in February, is that of Lord
Robertson, currently Secretary General of NATO, as an executive Deputy
Chairman. His experience and reputation will bring real benefits to Cable &
Wireless in our management of host government relationships wherever we
operate.
"I believe that a properly run Board is there to create value for
shareholders and that its processes should naturally lead to good corporate
governance.
"For me, an essential element of good corporate governance practice is that
the non-executives, excluding the Chairman, meet once a year under the
Chairmanship of the Senior Independent Director to specifically address four
issues:
(a) What is the quality of the relationship between the Chairman
and the Chief Executive Officer;
(b) How open is the Chief Executive Officer with the Board;
(c) How apparent is the existence of checks and balances within
the executive director team;
(d) Have all issues raised at Board and Committee meetings been
properly addressed and questions answered ..
And then report back to the Board with their findings.
"If the non-executives are able to make judgments on these four questions,
that is already evidence of good processes; if the answers to the questions
are positive, then good corporate governance should result. If the opposite
is true, then bad corporate governance is more likely to flourish -- boxes
ticked or not.
"Carrying out this task at Cable & Wireless is already included in the terms
of reference of the Senior Independent Director, a role to be taken by
Graham Howe.
"When I joined Cable & Wireless I purchased 1,000,000 shares and am
contracted to purchase 200,000 shares a year whilst I remain in office. I
believe passionately in directors owning shares in their company and I have
encouraged all our non-executives to agree to purchase shares in the company
each year during their first three years. They agreed, despite the fact
that, at the time they were being persuaded to join us, they were reading
the same pessimistic stories about the Company's likely lack of a
sustainable future. When the suggestion was made the share price was about
60p, but we were unable to put in place an arrangement because we were
already in discussions to sort out our tax; then we ran into the year-end.
Nevertheless, the non-executive directors have all entered firm forward
purchase contracts to acquire shares at a price of 103.5p or market price if
lower. Some of them contracted to purchase 100,000 shares a year at a cost
of up to three times their annual after-tax fees. By investing their own
money in this way, all of them have demonstrated real commitment to the
company and a willingness to align their interests with those of
shareholders.
"Francesco Caio joined the company on the April 4. I set him the task of
determining his strategy for the Company in time to announce on June 4. As
an accountant, I had formed some views based on the numbers - Francesco
understands the telecoms industry and it was vital that his industry
judgments determined strategy rather than my financial ones.
"In just eight weeks he produced a strategy for Cable & Wireless which
should, as implemented, produce a sustainable company providing proper
returns for our shareholders. At no time did he complain about a lack of
time; he just got on with it -- I think you have a fine Chief Executive
Officer.
"On the way from January to Thursday we had diversions too. Only days after
my arrival PCCW attempted to persuade the company into takeover talks. At
no time did PCCW make an offer or even suggest a price at which it might
make an offer -- I invited them to bid or shut up. I understood from some
commentators at the time that we should have sold at the rumored 80p or
100p -- I believe our defense of shareholders" interests was correct - we
weren't prepared to open our books to tyre kickers.
"It could appear somewhat perverse that with the company's financial future
increasingly secured during the last six months, we have had a number of
accompanying downgrades by credit ratings agencies, with the latest only
last week.
"Whilst big investors understand the role of the ratings agencies within the
financial system, smaller investors may not, and they can get hurt if lack
of proper balance either in the rating agency's report or in media coverage
of the report persuades them to buy or sell. Rating agency reports are not
written for equity holders.
"Finally, I must talk about our decision on the dividend. The Board
concluded that suspension for 12 months would give us greater flexibility
during our transitional period. But we do intend to pay a final dividend
again for the financial year ending March 2004, with the level determined by
our progress against our restructuring plan and the resultant improved
financial performance of the Group."
CONTACT: CABLE & WIRELESS
Investor Relations
Louise Breen
Phone: 020 7315 4460
Virginia Porter
Phone: +1 646 735 4211
Caroline Stewart
Phone: 020 7315 6225
CABLE & WIRELESS: Names Bernard Gray Remuneration Committee Head
----------------------------------------------------------------
Cable and Wireless plc announced recently that following the retirement of
Sir Win Bischoff from the Board of Directors at the conclusion of the
company's Annual General Meeting, it has appointed Bernard Gray as Chairman
of the Remuneration Committee.
At the same time Graham Howe replaces Sir Win Bischoff as the senior
independent director on the Board.
*****
Moody's recently downgraded the ratings of Cable & Wireless plc's senior
unsecured bonds to Ba3 from Ba1 on mounting worries regarding its
restructuring.
The rating agency expresses worries on potential restructuring costs under
the firm's plans to fully exit the U.S. global business. It also warns of
increased execution risks, as the company would have to lay off workers and
exit lease contracts while maintaining service levels for multi-national
customer. It also noted a sizeable FRS 17 pension deficit (GBP578 million
at March 31, 2003 -- GBP 494mn in the U.K.), which could potentially result
"in a steady increase in pension costs, going forward."
CONTACT: CABLE & WIRELESS
Investor Relations
Louise Breen
Phone: 020 7315 4460
Virginia Porter
Phone: +1 646 735 4211
Caroline Stewart
Phone: 020 7315 6225
CHRISTIAN SALVESEN: Finance Director Peter Aspden Resigns
---------------------------------------------------------
Christian Salvesen PLC announces that Peter Aspden has resigned his position
as Finance Director and has left the company.
The board has appointed Julian Steadman to cover the role of finance
director while a permanent replacement is sought. Mr. Steadman, aged 49,
was previously Group Finance Director at Biocompatibles International plc
and Eyecare Products Plc, and has extensive international experience with
The Clorox Company in the USA and Procter and Gamble in Europe.
Jonathan Fry, Chairman of Christian Salvesen PLC, said: "We thank Peter
Aspden for his contribution to Christian Salvesen over the past five years.
Julian Steadman is very well qualified to ensure the effective financial
management of the company while we seek a permanent Finance Director."
The Group reiterates the statement made at its AGM on July 9, 2003 and
confirms that it continues to trade in line with expectations.
*****
Christian Salvesen reported loss before tax of GBP5.5 million for financial
year to March 31, 2003. Edward Roderick, Chief Executive of Christian
Salvesen, commenting on the results said: "This has been a difficult year
for Christian Salvesen, but we are now confident that the restructuring is
beginning to produce real progress and should result in an improved
performance going forward."
CONTACT: CHRISTIAN SALVESEN PLC
Phone: 01604 662600
Edward Roderick, Chief Executive
Frances Gibson-Smith, Head of Investor Relations
HOGARTH PARTNERSHIP LIMITED
Phone: 020 7357 9477
Tom Leatherbarrow
CORDIANT COMMUNICATIONS: Completes Disposal of FD International
---------------------------------------------------------------
Cordiant is pleased to announce that on July 24, 2003, the conditions
outstanding for completion of the Group's disposal of FD International were
satisfied.
Early this month, Cordiant Communications said: "Cordiant has entered into a
conditional agreement to sell 100% of FD International, its business
communications network, to new legal entities owned and financed principally
by funds managed by Advent International, the global private equity firm.
The purchase consideration is GBP26.0 million payable in cash at completion.
The GBP26.0 million is subject to upwards or
downwards adjustment based on a completion statement to be agreed or
determined following completion. This transaction represents the final step
in Cordiant's stated plan to reduce debt through a program of non-core asset
disposals. The net transaction proceeds will be applied to repay
borrowings.
FD International is a pan-European and North American business
communications network focused on developing and implementing strategic
communications programs. It provides a range of services to clients
including: financial and corporate public relations, investor relations,
employee and integration communications, crisis and issues management, media
and presentation training and corporate reporting.
As well as presence in the U.K., FD International has operations in Ireland,
France, Germany, and Greece and through affiliates in Italy and Sweden. In
the U.S., FD International has operations in New York, Boston and San
Francisco.
In the year ended December 31, 2002, FD International generated revenue of
GBP33.9 million and profit before tax of GBP3.7 million (after exceptional
items). Net assets attributable to FD International as at December 31, 2002
were GBP6.6 million.
FD International's synergy with the Bates Group is minimal. FD
International has few customer relationships in common with the Bates Group
and is independently located and operated. The disposal of FD International
is not, therefore, expected to have a material operational impact on any
other part of the group.
CONTACT: COLLEGE HILL
Phone: 020 7 457 2020
Adrian Duffield
EQUITABLE LIFE: Wins Appeal to Pursue Claim Against Auditor
-----------------------------------------------------------
Commenting on the Court of Appeal's decision issued Friday, Vanni Treves,
Chairman of Equitable Life, said:
"We are pleased, but not at all surprised, that the Court of Appeal has
vindicated the Board's decision to pursue this important litigation in the
interests of policyholders."
It is anticipated that the trial of the action will commence in October
2004.
*****
Equitable started legal action for up to GBP2.6 billion against its former
auditors Ernst & Young in 2002. On February 10, 2003 Mr. Justice Langley
struck out parts of Equitable's claims and asked for new figures to be
submitted for the remaining part. The outcome was a reduced bonus claim of
up to GBP500 million going forward.
[Fri]day's judgment overturns Mr. Justice Langley's decision. The "lost
chance of a sale claim" of GBP2.5 billion and the lost bonus claim of
GBP1.24 billion can now proceed to trial.
Background
In the proceedings brought by Equitable Life against Ernst & Young,
announced on April 15, 2002, the Society alleges that in each of the years
1997, 1998 and 1999, the statutory accounts of Equitable Life were deficient
because they did not include very substantial technical provisions in
relation to guaranteed annuity options and, in consequence, Ernst & Young as
auditors were negligent and in breach of their duty to Equitable Life in
failing to report that deficiency.
The lost chance of a sale claim
Equitable Life contends that Ernst & Young's breaches of duty have caused it
substantial losses. Had Equitable Life been aware of the true position in
1998, it would have sold its business and assets and its loss is the
difference between its value in September 1998 (and other dates) and its
value when the assets were actually sold in March 2001, calculated on the
basis of the loss of a chance.
The bonus declaration claim
Equitable also claims that had Ernst & Young advised the Directors of the
need for the technical provisions, the Directors would have not declared the
bonuses actually declared for the years 1997-2000. The Society claims the
amount of bonuses that it would have saved. This is what the parties and
the Judge describe as the 'bonus declaration claim'.
The Society's solicitors are Herbert Smith. Leading counsel are Mr. Iain
Milligan QC and Mr. Robert Miles QC. Junior counsel is Mr. Guy Morpuss.
CONTACT: EQUITABLE LIFE
Tony McGarahan
Phone: 07966 386145
Alistair Dunbar
Phone: 01296 561502
07967 564039
FINANCIAL TIMES: 100 Workers to go in Move to Counter Recession
---------------------------------------------------------------
Financial Times spokeswoman Joanna Manning-Cooper confirmed the group plans
to serve redundancy notices to some of its 600 commercial, advertising and
production staff to mitigate the strain created by the recession in
financial markets.
The spokeswoman, however, was not able to determine the exact number of the
personnel likely to be affected as a consultation process regarding the plan
had just begun, according to The Times. The total, though, is expected to
be less than 100.
The Financial Times Group has been suffering declining circulation and
advertising revenue after thousands of readers in the City lost their jobs
in the recession, and thus had to cut spending. Slump in the stock markets
also affected it greatly. To save costs amidst these difficulties, Pearson,
the owner of the Financial Times, has merged two regional advertising teams
and its two commercial groups in the U.K. and continental Europe.
IMPERIAL CHEMICAL: 'Next Stage' of Restructuring to Affect 1,200
----------------------------------------------------------------
Britain's Imperial Chemical Industries Plc will cut around 1,200 jobs next
week as part of the next stage of its restructuring, AFX News said, citing
an article published by The Business newspaper on Sunday.
Industry sources told the newspaper that the job losses would come on top of
the 700 redundancies announced in May and would be spread across the entire
group. The move, which will form part of a wholesale restructuring by new
chief executive John McAdam, will include all business units including
Quest, the Netherlands-based flavors and fragrances business.
Imperial Chemical Industries, which currently employs around 36,000 people,
was hit by a slowdown that has cut demand across most of its businesses.
Playing down prospects of a recovery in 2003, it announced plans to overhaul
its main businesses.
Analysts predict the company to include pre-exceptional pretax profits of
between GBP80 million and GBP94 million, down from GBP125 million last time,
in its second quarter results due on Thursday, the report said. For the
half-year, the forecast range is between GBP132 million and GBP146 million,
down from GBP191 million a year earlier. Dividends are also likely to be
cut by a third as a result.
KLEENEZE PLC: Loss-making Unit Forces Pre-tax Loss of GBP36 Mln
---------------------------------------------------------------
Kleeneze plc, the direct retailing to the home group, announces preliminary
results for the year ended April 30, 2003.
Key points:
(a) Disposal of DMG for up to GBP4.1 million, of which GBP3.8
million in cash, to Premier Direct Group Plc;
(b) 6% increase in turnover from continuing activities of
Kleeneze U.K. and Farepak to GBP164.1 million (2002:
GBP154.5 million);
(c) 20% increase in operating profit from continuing activities
excluding exceptional items to GBP8.5 million (2002: GBP7.1
million);
(d) 16% increase in profit before tax from continuing activities
GBP8.2 million (2002: GBP7.1 million);
(e) 16% increase in earnings per share from continuing
activities to 12.70 pence (2002: 10.98 pence);
(f) Loss before tax including DMG of GBP36.0 million (2002:
profit of GBP6.3 million) and losses per share of 74.71
pence (2002: earnings per share of 8.52 pence);
(g) No dividends for the year (2002: 8.36 pence per share);
(h) Net debt decreased by GBP4.2 million to GBP16.0 million;
(i) 13% increase in Kleeneze U.K.'s distributors to a record
16,900 (2002: 15,000);
(j) Farepak acquired Goodway Hampers in April for GBP0.4 million
in cash;
(k) Confident in market expectations for continuing activities;
Commenting on the results William Rollason, who joined the Group as Chief
Executive in January, said: "It is disappointing to have sold DMG for GBP4.1
million when the Group purchased it for GBP31.5 million in November 2000.
However, following a detailed strategic review in which we considered the
three options of retention, disposal and closure, we concluded that any
potential upside from reducing the operating losses at DMG was not
sufficient; and the costs and risks of closure were too great. This
disposal clears the decks and will enable us to exploit much more quickly
the excellent opportunities for Kleeneze U.K. and Farepak.
"The growth in turnover at Kleeneze U.K. since the year-end is encouraging,
especially against the background of the weak economic environment, and the
order book at Farepak at this stage of the year for Christmas 2003 is in
line with last year. Overall for the Group we are confident about the
market expectations for our continuing activities for turnover, profit and
the very strong cashflow."
To view financials: http://bankrupt.com/misc/KLEENEZE_plc.htm
CONTACT: KLEENEZE PLC
William Rollason
Phone: 01793 606 004
Chris Hulland
Buchanan Communications
Phone: 020 7466 5000
Richard Oldworth/Catherine Miles
LONDON FORFAITING: FIMBank Discloses Recommended Cash Offer
-----------------------------------------------------------
Summary
(a) The Boards of London Forfaiting and FIMBank (U.K.) (a wholly owned
subsidiary of FIMBank) announce the terms of a recommended cash offer, to be
made by WestLB on behalf of FIMBank (U.K.), for the entire issued and to be
issued share capital of London Forfaiting.
(b) The Offer will be 29.5 pence in cash for each London Forfaiting Share.
(c) The Offer values the entire existing issued share capital of London
Forfaiting at GBP30.9 million. The consideration payable under the Offer
represents a premium of 119% to the Closing Price of 13.5 pence per London
Forfaiting Share on September 27, 2002 (the last dealing day prior to the
announcement by the Board of London Forfaiting that it had appointed
advisers with a view to a sale of London Forfaiting).
(d) The Directors of London Forfaiting intend unanimously to recommend that
London Forfaiting Shareholders accept the Offer, as they have irrevocably
undertaken to do in respect of the London Forfaiting Shares in which they
are interested representing, in aggregate, approximately 13.3% of the issued
London Forfaiting Shares.
(e) In addition, FIMBank (U.K.) has received undertakings from certain
institutional and other shareholders to accept the Offer in respect of a
further 25,030,077 London Forfaiting Shares, representing, in aggregate,
approximately 23.9% of the issued London Forfaiting Shares.
(f) Accordingly, FIMBank (U.K.) has received undertakings to accept the
Offer in respect of a total of 38,970,897 London Forfaiting Shares,
representing in aggregate approximately 37.2% of the issued London
Forfaiting Shares. Further details of these undertakings are set out in the
full text of this announcement.
Commenting on the Offer, Najeeb Al-Saleh, Chairman of FIMBank and of FIMBank
(U.K.), said:
"The acquisition of London Forfaiting will bring an established name in
trade finance to the FIMBank Group and will enable us to accelerate the
growth of our forfaiting business"
To View Full Recommended Offer:
http://bankrupt.com/misc/London_Forfaiting_Offer.htm
CONTACT: Fimbank
Margrith Lutschg-Emmenegger
Phone: +356 23 280 180
WESTLB
Frank Malone
Ian Soanes
Phone: 020 7020 4000
Dawnay, Day
Gerald Raingold
David Floyd
Phone: 020 7509 4570
LONDON FORFAITING
Stathis Papoutes
Phone: 020 7481 3410
Kinmont
Gavin Kelly
Fraser Shand
Phone: 020 7493 8488
MCLAUGHLAN'S SCAFFOLDING: In Receivership Over Unpaid Taxes
-----------------------------------------------------------
McLaughlan's Scaffolding, based in Glasgow, was forced into receivership
after failing to pay taxes on several occasions, according to The Scotsman.
Customs and Excise's VAT and tax collecting division filed the winding-up
order.
The company also faces investigation by the Ministry of Defense's fraud
squad on an alleged GBP10 million scam on a project to build the ministry's
new nuclear submarine facility, which is to replace its former operation in
Fife.
Subcontractors working on the Devonport Naval project in Plymouth were
accused of employing up to 100 "non-existent" workers -- a fiasco that could
have cost the government between GBP3 million and GBP10 million between 1999
and 2002.
McLaughlan's Scaffolding had also previously been criticized by MPs for the
more than GBP900 million-cost overrun arising from the transfer of its
submarine refit facilities from Fife's Rosyth shipyard to Plymouth.
MYTRAVEL GROUP: Sells American Operations to Pay Debt
-----------------------------------------------------
Struggling British package holiday firm MyTravel Group Plc is looking to
sell its U.S. assets in a deal that could raise more than US$300 million
(STG185 million) for the group, AFX News reported, citing London's Sunday
Times newspaper.
According to the report, the group hired Banc of America Securities, which
helped MyTravel arrange and syndicate a GBP400 million consumer protection
bond last year, to handle the sale.
Interested parties have been given an information memorandum containing
detailed financial data on the business in the past week. They were also
told they have up to 10 days to make indicative offers for the assets, the
article added.
MyTravel's American operations include cruise booking agency TSI, car rental
group Auto Europe and Lexington, which provides online booking. It employs
around 2,900 people and provided holidays for 2.8 million Americans and
Canadians last year with sales of GBP570 million.
The Manchester-based group is understood to use any money raised from the
sale to reduce its debt. MyTravel declined to comment. The group recently
unveiled half-year losses of GBP617.9 million after writing down the value
of some assets. It is currently in the process of cutting around 2,000 jobs
as part of a wide-ranging review to secure annual savings of up to GBP150
million by 2005.
REGUS PLC: Grabs MWB Customers in France, Holland, Germany
----------------------------------------------------------
On Wednesday July 23, 2003, Marylebone Warwick Balfour (MWB) announced the
closure of its five business centres in Holland and Germany and the placing
of its four French centers into administration.
Regus, the world's largest provider of serviced offices, announced that it
has reached an agreement to assist MWB customers in France, Holland and
Germany with alternative accommodation and services in Paris, Berlin,
Frankfurt, Munich and Amsterdam.
Regus CEO Mark Dixon commented: "This agreement will allow former MWB
customers to make an orderly transition to Regus. Special arrangements have
been put in place to facilitate the smooth transfer of technology, minimize
the disruption of re-location and guarantee essential business continuity
for everyone involved".
*****
Regus chairman John Matthews reported during the company's Annual General
Meeting in the middle of the month that it is now at cash break-even at the
operating level. In the U.S. the Regus Group continues to make excellent
progress in the reorganization of its business operations under Chapter 11.
CONTACT: REGUS GROUP
Communications
Stephen Jolly
Phone: +44 1932 895135
SCHRODER EMERGING: Deloitte & Touche Appointed Liquidators
----------------------------------------------------------
The Board of Directors announces that each of the Special Resolution and the
Extraordinary Resolution put forward at the Extraordinary General Meeting of
the company's shareholders held Friday was passed. As a result, the company
has been placed in members' voluntary liquidation with James Robert Drummond
Smith and Nicholas James Dargan of Deloitte & Touche being appointed
liquidators of the company.
*****
Schroder Emerging Countries Fund plc is an investment trust listed on the
London Stock Exchange and the New Zealand Stock
Exchange. It is an independent investment trust managed by Schroder
Investment Management North America Limited and administered by Schroder
Investment Management Limited. Both SIMNA and SIM are fund management
subsidiaries of Schroders plc.
To See Financial Results: http://bankrupt.com/misc/Schroder_Emerging.htm
CONTACT: DELOITTE & TOUCHE
Jamie Smith/Nicholas Dargan
Phone: 020 7007 3012
John Spedding
SCHRODER INVESTMENT MANAGEMENT LIMITED
Phone: 020 7658 3206
SPORTINGBET PLC: To Issue New Shares, Note Under Earn-out Deal
--------------------------------------------------------------
On July 14, 2003, the Board of Sportingbet announced that it had agreed, in
principle, to renegotiate and settle the company's earn-out obligations with
the vendors of SportsBook in respect of its acquisition in 2001.
The Board is pleased to announce that the company has reached and completed
formal agreements to implement the Settlement.
The Settlement is in line with the announcement of July 14, 2003 and
comprises the issue to the Vendors of 28,580,358 new ordinary shares, a
convertible loan note (convertible into a further 83,171,926 new ordinary
shares) and a non-interest bearing Loan Note to the value of GBP39.9
million.
The Settlement satisfies all amounts and obligations due to the Vendors
under the 2001 Sportsbook Acquisition Agreement and related contracts.
Accordingly, the 2001 Agreements have now been effectively terminated.
The company has simultaneously entered into new facilities with Barclays
Bank PLC under which it has an overdraft facility of up to GBP10.5 million
and a revolving loan facility of up to GBP10 million.
Principal terms of the Settlement
(a) All obligations under the 2001 Agreements are effectively
terminated;
(b) Sportingbet will issue to the Vendors:
(i) US$65 million of loan notes
(ii) 28,580,358 new ordinary shares in Sportingbet which,
together with the shares already held by the Vendors and
their associates, will increase their interest in the
company to 41,347,368 ordinary shares, representing
19.9% of the company's enlarged issued share capital
(iii) US$37.4 million of unsecured, non-interest bearing, non-
transferable, mandatorily convertible notes 2020 (the
US$ Convertible Notes) convertible at any time, in whole
or in part, at the holder's option into an aggregate of
83,171,926 new ordinary shares in the company;
(c) The Casino Management and Marketing Agreement entered into
as part of the 2001 Agreements has been terminated resulting
in full ownership of the casino websites and their revenues
allied to the SportsBook websites reverting to Sportingbet;
(d) The Barclays Facilities (as described below) have been
entered into concurrently;
(e) The consultancy agreements with associates of the Vendors
entered into as part of the 2001 Sportsbook Acquisition are
replaced with a new agreement (the Consultancy Agreement)
The Settlement Agreement will be available for inspection at the company's
registered office, 6th Floor, Transworld House, 82-100 City Road, London,
for a period of 28 days from Friday and further at the company's Annual
General Meeting to be held in October 2003.
SPORTINGBET PLC: Details Terms of Loan Notes Under Earn out Deal
----------------------------------------------------------------
On July 14, 2003, the Board of Sportingbet announced that it had agreed, in
principle, to renegotiate and settle the Company's earn-out obligations with
the vendors of SportsBook in respect of its acquisition in 2001.
The Board is pleased to announce that the company has reached and completed
formal agreements to implement the Settlement.
The Settlement is in line with the announcement of July 14, 2003 and
comprises the issue to the Vendors of 28,580,358 new ordinary shares, a
convertible loan note (convertible into a further 83,171,926 new ordinary
shares) and a non-interest bearing Loan Note to the value of GBP39.9
million.
The Settlement satisfies all amounts and obligations due to the Vendors
under the 2001 Sportsbook Acquisition Agreement and related contracts.
Accordingly, the 2001 Agreements have now been effectively terminated.
The company has simultaneously entered into new facilities with Barclays
Bank PLC under which it has an overdraft facility of up to GBP10.5 million
and a revolving loan facility of up to GBP10 million.
Principal terms of the US$ Loan Notes
(a) Principal amount: US$65 million nominal issued under the Settlement.
(b) Redemption
Up to US$30 million nominal of the US$ Loan Notes will be redeemed following
the draw down of the Barclays Facilities and the balance will be redeemed
quarterly from the company's available cash (to the extent permitted by the
Barclays
Facilities and not required to meet the Company's October 2003 Sporting Odds
repayment obligations) after the provision of a fixed GBP5 million sum in
respect of Sportingbet's anticipated future working capital and development
requirements. Any amounts thereafter outstanding are redeemable in full on
January 31, 2007.
(c) Transferability
The US$ Loan Notes are not transferable except with the Company's consent
(d) Status and Security
The US$ Loan Notes are secured obligations of the company and shall rank as
second fixed and floating charges (subordinated to the security granted
under the Barclays Facilities) over the assets and undertakings of the
Company and certain subsidiaries
(e) Restrictions on the Company
Subject to the consent of the Vendors (not to be unreasonably withheld), the
company has agreed to a number of restrictions, including that it will not:
(i) Enter into any agreement outside the ordinary course of
business
(ii) Incur or create any form of borrowing or indebtedness
(iii) Issue any further shares or declare a dividend or buy
back shares in the company
(iv) Incur any expenditure materially in excess of that
provided for in the company's budget, such budget to
have been agreed with the Vendors
(v) Employ or amend (except in the usual course of
business) the terms of employment or terminate the
employment of any employee or director with a salary
in excess of GBP100,000 per annum (or currency
equivalent)
(vi) Lend money to any person or enter into any commitment
for capital expenditure or investment above $100,000
(or currency equivalent)
(vii) Acquire any assets in a single or related series of
transactions for a consideration of above $100,000 (or
currency equivalent)
(f) Events of default
The following events of default could, at the Vendors' option, accelerate
the outstanding principal amount of the US$ Loan Notes becoming immediately
due and payable:
(i) Non-payment of amounts due within 10 business days of
the due date
(ii) Material breach of any other obligations if unremedied
within 10 business days of notification (including a
breach of obligations under the Barclays Facilities)
(iii) Insolvency or similar proceedings being commenced
against the Company or any of its material subsidiaries
(iv) The company ceasing to carry on all or a material part
of its current business
(v) It being or becoming unlawful for the company or any
material subsidiary to perform or comply with any of
its or their obligations under the US$ Loan Notes or
any such obligation not being or ceasing to be legal,
valid and binding.
In addition, following an event of default, the Vendors have the right to
convert the outstanding principal amount of the unredeemed US$ Loan Notes
into new Sportingbet ordinary shares at 27 pence per share and at an
exchange rate of GBP1:US$1.668.
(g) Interest
Save in the event of a default, the US$ Loan Notes will be interest free
The US$ Convertible Notes
(a) Principal amount: US$37,457,309 nominal
(b) Redemption
If not previously converted by December 31, 2020, the US$ Convertible Notes
will be, at the company's option, converted into Sportingbet ordinary shares
on the same terms as a voluntary conversion or redeemed in cash
(c) Transferability
The US$ Convertible Notes are not transferable except with the Company's
consent. However, they may be transferred immediately before the final
redemption date in 2020 if the Company elects for mandatory conversion
(d) Status and Security
The US$ Convertible Notes shall rank pari passu with the claims of all the
Company's other unsecured creditors and shall be unsecured obligations of
the company
(e) Interest
Save in the event of a default, the US$ Convertible Notes will be interest
free
(f) Conversion rights
At the holder's request, the US$ Convertible Notes can be converted at any
time in whole or part into new Sportingbet ordinary shares at a price of 27
pence per share and at an exchange rate of GBP1:US$1.668, into a maximum of
83,171,976 new ordinary shares
Restrictions and events of default
There are no events of default or restrictions on conduct of business
provided for in the US$ Convertible Notes
SPORTINGBET PLC: Obtains Overdraft Facility from Barclays
---------------------------------------------------------
Barclays Bank PLC has provided an overdraft facility of up to
GBP10.5 million and a revolving loan facility of up to GBP10 million, which
is repayable by March 31, 2005.
The facilities are secured facilities with fixed and floating charges over
the company's and certain subsidiaries' assets. The Loan Facility is
subject following draw down to there being, in Barclays' opinion, no
material adverse change in the financial or trading position or prospects of
the company or any guarantor in its/their ability to perform or comply with
its/their obligations under the Loan Facility. The Vendors have arranged a
guarantee in respect of the loan and the cost of providing such guarantee
will be met by the company
Principal terms of the Consultancy Agreement
(a) One of the Vendors will provide consultancy services to the
U.S. businesses of the Group. To date, these services have
comprised primarily the provision of marketing expertise.
(b) The Group will pay a fixed fee (inclusive of expense) per
annum in line with the previous consultancy agreement and an
annual incentive bonus calculated by reference a fixed
minimum net profit achieved by the U.S. businesses in excess
of US$25 million.
(c) The initial term of the Consultancy Agreement expires on
January 31, 2007 (unless terminated earlier by the Vendors
on giving 6 months' prior notice at any time up to July 31,
2006) and is renewable thereafter for 12 month periods by
agreement
(d) Sportingbet may only terminate the Consultancy Agreement in
certain limited specified circumstances where the Vendors
are unable to provide the services due
(e) Sportingbet will retain the present and future copyright and
other intellectual property rights in any product or work
developed by the Vendors during the term of the agreement.
However, the Vendors shall be granted a royalty free perpetual license to
use such copyrights or designs originated by the Vendors during the term of
the agreement.
TELEWEST COMMUNICATIONS: Bondholders to Take Over 98% of Equity
---------------------------------------------------------------
Telewest bondholders succeeded in further diminishing shareholder equity
under an agreed revised terms of the company's debt-for-equity swap.
A Financial Times report, citing unnamed sources, said the bondholders have
reached an agreement that is set to erase GBP3.5 billion of debt from
Telewest's books, and increase their claim to the cable operator's equity to
98.5%. Shareholders now are left with only 1.5% equity, down from 3% under
a preliminary proposal announced last year that was earlier rejected by a
group of bondholders led by William Huff, a U.S.-based bondholder.
The talks between bondholders and investors -- including Liberty Media and
IDT, which have a combined 50% stake -- dragged on four months on
disagreements about how much shareholders should be left with and how many
board seats competing investors would be granted. Telewest's relatively
stable cash position also afforded investors considerable time to continue
the negotiations.
Bondholders still have to negotiate over seats on the new board, according
to the report.
Industry analyst expects Telewest to start merger talks with NTL, the U.K.
cable operator that emerged from bankruptcy in January, within a year that
Telewest will complete its restructuring.
UNITED BISCUITS: Banks Restructure Debt, Remove Key Covenants
-------------------------------------------------------------
Banks of United Biscuits have extended aid to the British biscuit company,
as the latter moves to restructure itself after a brutal price war in the
snack-food market.
According to The Scotsman, the banks streamlined GBP500 million of the
firm's GBP1.4 billion debt and removed or loosened several key covenants in
its debt package. These steps will enable United Biscuits to carry out an
"urgent and substantial" cost-cutting program, which involves the closure of
its largest factory by the end of the year. Reports say the firm decided in
February to close its McVities plant at Ashby-de-la-Zouch, with the loss of
about 900 jobs.
The biscuit and snack group's restructuring comes as it revealed pre-tax
losses of GBP74.1 million for 2002. In March, TCR-Europe reported that
ratings agency Moody's Investors Service upgraded United Biscuits Finance
plc's senior implied rating from Ba3 to Ba2 to reflect the company's
improving but high financial leverage.
WHITBREAD PLC: Sells Swallow Hotels for GBP57 Million
-----------------------------------------------------
Whitbread PLC announces that it has agreed to sell 13 Swallow hotels and the
Swallow brand in two transactions totaling GBP57 million.
The properties will be leased to Maycastle Limited, a company within The
London Inn Group (which also includes London and Edinburgh Inns Limited),
which has agreed to acquire the hotels operating business for GBP5 million.
Payment of this consideration will be deferred over five years. It is
expected that the purchaser will change its name to 'Swallow Hotels Limited'
on completion and the hotels will continue to trade under the Swallow name.
On completion, companies within the REIT Group will acquire property
interests in the hotels for an aggregate cash consideration of GBP52
million.
Acquired in January 2000 through Whitbread's purchase of Swallow Group PLC,
the properties had formed part of a larger estate of 38 Swallow hotels.
Twenty-three of these have now been converted to the Marriott and
Renaissance brands that Whitbread operates in the U.K. under license from
Marriott International. The former Swallow International in London opened
last week as the London Marriott Hotel Kensington and it is planned that one
remaining property, the Nelson hotel in Norwich, will be re-branded as a
Marriott in the future.
Alan Parker, managing director of Whitbread's hotels business, said: "These
are good, profitable provincial hotels but ones which we knew at the time of
acquisition were not suitable for conversion to the Marriott brand. I am
delighted that we have achieved a price close to book value for our
shareholders, despite being in the toughest trading market for years."
Alan Bowes, executive chairman of the London Inn Group, said: "We are
delighted with the purchase of this hotels business along with the Swallow
brand. Swallow remains a recognized and well-respected brand and these
hotels are well located with an experienced management in place. We intend
to build upon this to develop the Swallow brand in the U.K."
The transactions are expected to complete in September.
*****
These hotels, comprising a total of 1,148 bedrooms, are included in the
sale:
Swallow Hilltop, Carlisle Swallow Belstead Brook,
Ipswich
Swallow George, Chollerford, Northumberland Swallow Imperial,
Newcastle-upon-Tyne
Swallow Hotel, Dundee Swallow Churchgate, Old
Harlow, Essex
Swallow Three Tuns, Durham Swallow Hotel, Preston
Swallow Hotel, Gateshead, Tyne & Wear Swallow Eden Arms,
Rushyford, Co Durham
Swallow Hotel, Glasgow Swallow Hotel, Stockton
on Tees
Swallow Hotel, Harrogate, North Yorkshire
Whitbread and Marriott
Whitbread franchises the Marriott Hotels brand in the U.K. from Marriott
International. As well as the 22 former Swallow sites that have been
converted to Marriott, two have been re-branded as Renaissance hotels, a
four-star brand that is also owned by Marriott International.
Whitbread PLC
Whitbread PLC is the leisure business. Its aim is to create value for its
shareholders through its management of popular branded businesses in the
U.K.'s leisure markets. Whitbread's brand portfolio comprises the leading
names in: U.K. hotels (with Travel Inn and Marriott Hotels); casual dining
(Brewers Fayre, Brewsters, Beefeater, Pizza Hut, TGI Friday's and Costa);
and racquets, health and fitness clubs (David Lloyd Leisure).
The company employs 65,000 people in a wide variety of roles - from
green-keepers and tennis coaches to chefs and logistics experts. In
2002/2003, Whitbread's businesses produced sales of over GBP1.8 billion.
Founded in 1742, the company has been listed on the London Stock Exchange
since 1948 (as WTB.LSE) and is a member of the FTSE 100 and FTSE4Good
indices.
For more information on Whitbread PLC, please visit
http://www.whitbread.co.uk
* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
Shareholders Total Working
Equity Assets Capital
Ticker (US$MM) (US$MM) (US$MM)
------ ----------- ------ --------
AUSTRIA
-------
Libro AG (111) 174 (182)
BELGIUM
-------
Real Software REAL (35) 244 (1)
CZECH REPUBLIC
--------------
Ceskomoravska Kolben &
Danek Praha Holding (89) 192 (2,186)
DENMARK
-------
Elite Shipping (28) 101 19
FRANCE
------
Banque Nationale
de Paris Guyane (41) 352 N.A
BSN Glasspack (102) 1,151 179
Bull SA BULP (39) 1,512 (17)
Centrest Societe
de Developpement
Regional (132) 252 N.A.
Compagnie
des Machines Bull (6) 231 (3)
Compagnie Francaise de
l'Afrique Occidentale (66) 256 21
Cofidur SA (5) 102 19
Dollfus-Mieg & Co. DOLP 0 187 28
European Computer System (110) 682 377
Financiere St. Fiacre (1) 111 33
France Telecom FTE (180) 111,959 (31,035)
Grande Paroisse SA (845) 383 107
Immobiliere Hoteliere HOIN (66) 185 (54)
Pneumatiques Kleber SA (34) 480 139
Sa des Usines Chausson (23) 249 35
SDR Picardie (135) 413 N.A.
Soderag (3) 404 N.A.
Sofal SA (305) 6,619 N.A.
Spie-Batignolles (16) 5,281 75
St Fiacre (FIN) (1) 111 (33)
Trouvay Cauvin TRCN 0 134 10
Usines Chauson (23) 249 35
GERMANY
-------
Dortmunder
Actien-Brauerei DABG (13) 118 (29)
Edel Music AG EDLG (66) 353 (159)
Eurobike AG EUBG (32) 158 (31)
F.A. Guenther & Sohn AG GUSG (8) 111 N.A.
Kaufring AG KAUG (19) 151 (51)
Nordsee AG (8) 195 (31)
Schaltbau AG SLTG (16) 163 20
Vereinigter
Baubeschlag-Handel
Holding AG VBHG (24) 306 (63)
ITALY
-----
Binda SpA BND (11) 129 (20)
CIRIO FINANZIARI CBDI (422) 1,583 (396) Credito
Fondiario
e Industriale SpA CRF (200) 4,218 N.A.
NETHERLANDS
-----------
Baan Company N.V. BAAN (8) 610 46
NORWAY
------
Pan Fish ASA PAN (117) 806 259
Petroleum-Geo Services PGO (32) 2,963 5,250
POLAND
------
Animex SA (1) 108 (86)
Exbud Skanska SA EXBUF (9) 315 (330)
SPAIN
-----
Altos Hornos de Vizcaya SA (116) 1,283 (278)
Santana Motor SA (46) 223 41
Tableros de Fibras SA TFI (43) (2,107) 116
SWITZERLAND
-----------
Kaba Holding AG KABZN (64) 515 252
UNITED KINGDOM
--------------
Abbot Mead Vickers (2) 168 (16)
Alldays Plc ALD (120) 252 (202)
Amey Plc AMY (49) 932 (47)
Bonded Coach
Holiday Group Plc (6) 188 (44)
Blenheim Group (153) 198 (34)
Booker Plc BKRUY (60) 1,298 (8)
Bradstock Group BDK (2) 269 5
Brent Walker Group (1,774) 867 (1,157)
BRITISH ENERGY BGY (5,342) 3438 229
British Nuclear Fuels Plc (2,627) 36,359 1,948
British Sky Broadcasting BSY (459) 3,364 (40)
Compass Group CPG (668) 2,972 (298)
Costain Group COST (34) 329 (12)
Dawson Holdings DWSN (32) 135 (25)
Easynet Group Plc ESY (12) 332 53
Electrical and Music EMI
Industries Group (885) 3,053 (435)
Euromoney Institutional ERM (119) 173 20
Gallaher Group GLH (543) 5,527 68
Gartland Whalley (11) 145 (8)
Global Green Tech Group (156) 408 (18)
Heath Lambert
Fenchurch Group PLC (10) 4,109 (10)
HMV Group PLC HMV (606) 664 (133)
Imperial Tobacco Group ITY (117) 10,083 (190)
Intertek Testing Services ITRK (134) 425 (67)
IPC Media Ltd. (685) 254 16
Lambert Fenchurch Group (1) 1,827 (3)
Lattice Group (1,290) 12,410 (1,228)
Misys PLC MSY (86) 961 (7)
Orange PLC ORNGF (594) 2,902 7
Regus PLC RGU (46) 367 (60)
Rentokil Initial Plc RTO (1,130) 2,809 (37)
Saatchi & Saatchi SSI (119) 705 (41) Seton
Healthcare (11) 157 (0)
Yell Group PLC (196) 3,964 289
Each Tuesday edition of the TCR-Europe contains a list of companies with
insolvent balance sheets based on the latest publicly available balance
sheet available to our editors at the time of publication. At first glance,
this list may look like the definitive compilation of stocks that are ideal
to sell short. Don't be fooled. Assets, for example, reported at
historical cost net of depreciation may understate the true value of a
firm's assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which equity
securities trade in public market are determined by more than a balance
sheet solvency test.
*********
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. Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee
Gonzales, Editors.
Copyright 2003. All rights reserved. ISSN 1529-2754.
This material is copyrighted and any commercial use, resale or publication
in any form (including e-mail forwarding, electronic re-mailing and
photocopying) is strictly prohibited without prior written permission of the
publishers.
Information contained herein is obtained from sources believed to be
reliable, but is not guaranteed.
The TCR Europe subscription rate is US$575 per half-year, delivered via
e-mail. Additional e-mail subscriptions for members of the same firm for
the term of the initial subscription or balance thereof are US$25 each. For
subscription information, contact Christopher Beard at 240/629-3300.
* * * End of Transmission * * *