/raid1/www/Hosts/bankrupt/TCREUR_Public/030825.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

            Monday, August 25, 2003, Vol. 4, No. 167


                            Headlines


C Z E C H   R E P U B L I C

CK FISCHER: Investor to Sue Securities Commission, Newspaper
KOMERCNI BANKA: High Court Rejects Kulenda Bankruptcy Petition


F I N L A N D

FLEXTRONICS INTERNATIONAL: Mulls Closure of Local Plant


F R A N C E

VIVENDI UNIVERSAL: Edgard Bronfman Offers US$8 Billion in Cash


G E R M A N Y

DEUTSCHE BAHN: Logistics Unit Spurs First-half Revenue Growth


H U N G A R Y

K&H EQUITIES: Regulator Dismisses Finance Ministry's Inquiry
MALEV HUNGARIAN: Rival Assails Anticompetitive Rates, Plans Suit
RINGA RT: Shutdown of Largest Plant to Result in 800 Job Losses


I R E L A N D

AER RIANTA: Staff to Stage Strike to Protest Closure
AN POST: Postage Hike to Take Effect August 30
ELAN CORPORATION: Receives Extension of Waivers from Noteholders


I T A L Y

CIRIO FINAZIARIA: Asset Sales Seen After Business Review


N E T H E R L A N D S

ROYAL VENDEX: Moody's Cuts Ratings to Ba1; Outlook Stable
PETROPLUS INTERNATIONAL: Hints Plant Closures in 1st-half Report


P O L A N D

LOT AIRLINES: Resumes Flights to Iraq after More than a Decade


S W I T Z E R L A N D

ABB LTD.: Ruling on Asbestos Settlement Plan to Come Out Soon
SWISS INTERNATIONAL: Cargo Unit Partners with KALES Group
SWISS LIFE: Sale of Credit Agricole Belgique Stakes Cleared


U N I T E D   K I N G D O M

ACCIDENT GROUP: Former CEO Admits firm Overstated Profits
AES DRAX: BHP Billiton Makes Long-awaited Rescue Offer
AMP LIMITED: First-half Results Bare No Fresh Developments
EDINBURGH FUND: Britannic Asset Leads Bidding, Says Report
HAMLEYS PLC: Soldier Now Owns 97.47% of Shares

HAWTIN PLC: Disposal of Certikin Group Approved in EGM
HOLMES PLACE: HC Group Uses Option to Force Firm to Raise Cash
PIZZAEXPRESS: New Owners Offer for Sale London Outlets
QXL RICARDO: Reports Continued Progress in Reducing Trading Loss
ROYAL MAIL: Postcomm's Proposal to Undermine Turnaround

SAFEWAY PLC: Credit Rating Will Likely Drop if Sale Fails
SAFEWAY PLC: Sale to Affect Ratings of other Food Retailers
SPICES FINANCE: Fitch Downgrades Series 2 (PEAS) to 'C'


                            *********


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


CK FISCHER: Investor to Sue Securities Commission, Newspaper
------------------------------------------------------------
Atlantik FT's owner, Karel Komarek, plans to file complaints against the
Securities and Exchange Commission (KCP), for requiring him to submit
documents related to his purchase of Vaclav Fischer's debts, according to
Prague Business Journal.

Mr. Komarek also mulls filing complaints to the Czech news agency, CTK, for
publishing the information.  He wants the court to impose an information
embargo on the two institutions, according to the report.

Czech Happenings, citing daily Mlada fronta Dnes, previously reported that
Atlantik will acquire a share in CK Fischer that is almost the same amount
as that of the travel group's owner, Vaclav Fishcer.  The transaction will
be completed by the end of autumn and will erase CZK500 million of Mr.
Fischer's debt.


KOMERCNI BANKA: High Court Rejects Kulenda Bankruptcy Petition
--------------------------------------------------------------
The Republic High Court has rejected the petition for bankruptcy of Komercni
Banka filed by entrepreneur Jaroslav Kulenda and his company in April.

Citing Komercni Banka spokeswoman Marie Petrovova, Czech Happenings said the
decision confirms the ruling of the Municipal Court in Prague, which junked
the petition early June because Mr. Kulenda did not prove a claimed debt of
CZK27 billion.  In turn, Komercni Banka, a.s. is claiming compensation for
damages brought about by Mr. Kulenda's legal action.

According to the report, Mr. Kulenda's petition caused news about possible
trouble in Komercni Banka to spread in the financial markets and the public.
Komercni and its majority owner Societe Generale have adamantly denied such
information.
Mr. Kulenda has filed three bankruptcy petitions against Komercni Banka, but
all have been rejected.

Komercni Banka was the most profitable bank and company on the Czech market
last year.  It recently posted unconsolidated net profit of CZK4,491 million
for the first half of 2003.

CONTACT:  KOMERCNI BANKA
          Na Prikope 33, 114 07 Prague 1
          P.O. BOX 839, Czech Republic
          Phone: 800 111 055


=============
F I N L A N D
=============


FLEXTRONICS INTERNATIONAL: Mulls Closure of Local Plant
-------------------------------------------------------
Singaporean electronic manufacturer, Flextronics International Ltd., is
reportedly mulling the closure of its plant in Kyroskoski, Finland,
Kiplinger.com news agency said, citing company CEO Esa Sointula.

According to the report, a decision will be made mid-October 2003 whether
the plant will close or a different solution will be found.  The plant is
expected to operate profitably in autumn 2003, but demand is expected to
dive considerably thereafter.

Flextronics is a Singapore-based Electronics Manufacturing Services provider
focused on delivering operational services to branded technology companies.
It provides end-to-end operational services that include innovative product
designed, test solutions, manufacturing, IT expertise and logistics.  It
recently exited the Switzerland market, with the loss of 300 jobs, or more
than 90% of the workforce at its site in Solothrun.  Flextronics cited lack
of orders and the ongoing consolidation in the telecommunications sector as
the main reasons for the job cuts.

In Finland, the company has been cutting jobs and moving operations to
low-cost area.  It is currently in lay-off talks with 15-20 people at a
design unit in Tampere.


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


VIVENDI UNIVERSAL: Edgard Bronfman Offers US$8 Billion in Cash
--------------------------------------------------------------
The offer of Edgar Bronfman Jr. for Vivendi Universal's U.S. entertainment
assets includes US$8 billion in cash, the Financial Times said, citing
French business paper Les Echos.

The former chief executive of Seagram is offering to give more than half of
Vivendi's target price of US$14 billion for the entertainment assets under a
bid that includes the assumption of US$2.5 billion in debt of the French
media conglomerate.  The offer is lodged alongside that of General
Electric's NBC.

The U.S. television network is proposing a merger with Vivendi Universal
Entertainment, the holding company for Universal movie studios, theme parks
and USA Networks and Sci-Fi cable televisions.  The deal could see the
French group reduced to a minority shareholder with less than a 25% stake.
Mr. Bronfman's offer would also leave Vivendi with a minority shareholding,
though in a smaller entity, according to the report.

NBC was previously seen as the frontrunner in the auction despite a lack of
up-front cash in its offer.


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


DEUTSCHE BAHN: Logistics Unit Spurs First-half Revenue Growth
-------------------------------------------------------------
On the whole, business during the first six months of 2003 proceeded
satisfactorily for the Deutsche Bahn Group.

"We have again succeeded in increasing revenues and have substantially
improved our results compared with the same period for last year, and this
is something that only very few companies of industry can currently claim,"
stated CEO Hartmut Mehdorn.  "In other words, despite the continuing weak
economy, we have succeeded in advancing with our modernization efforts."

The Group was faced with adverse conditions in both the passenger and
freight transport markets, both of which suffered from the ongoing weak
economic situation.  Like other transport modes, DB's passenger transport
division was also hit by the unsatisfactory situation in the labor market.
The long-distance passenger transport business segment was confronted with
increasing competition as cut-price airlines introduced a massive increase
in their capacities combined with aggressive price marketing.  This effect
was reinforced by price cuts by the established airlines in response to
these developments.  The promising trend in the DB Regio local passenger
transport business segment, however, largely made up for the decline in
long-distance passenger transport performance.  Deutsche Bahn had
deliberately switched journeys up to 200 kilometers from the long-distance
to the local passenger transport business segment.  The figures for the 200
to 500-kilometer segment even showed a slight increase compared with the
preceding year.  Results for the category above 500 kilometers, however,
were poorer, particularly on those routes faced with direct competition from
cut-price airlines, which -- unlike Deutsche Bahn -- do not have to pay
mineral oil tax or green tax.

Despite the 1.2% decline in transport performance on the rails in the
passenger division to 33,880 million passenger kilometers (H1 2002: 34,293
million pkm), in view of the stronger downturn of around two to three% for
the market as a whole, Deutsche Bahn has actually increased its market share
in this sector.  Transport performance in the rail freight sector almost
reached last year's level, with only a marginal decrease of 0.8% to 38,920
million ton kilometers (H1 2002: 39,218 million tkm): bearing in mind the
continuing weak economic climate in the rail-related sectors of industry,
this can be rated as a good result.

The increase in Group revenues can be attributed first and foremost to the
inclusion of Stinnes, the logistic company purchased in 2002 (revenue
contribution H1 2003: EUR6,091 million), which resulted in a healthy
increase of 81.9% to EUR13,995 million over the same period for the
preceding year (H1 2002: EUR7,694 million).  But even disregarding Stinnes,
the trend was positive (revenues excluding Stinnes: 7,904 million), after
adjustment to compensate for those effects which resulted purely from
consolidation aspects, the Group still booked a 2.3% rise in revenues.  This
growth is due primarily to the positive trend in the Group Freight Transport
division, which will shortly operate under the European trade name Railion,
and in the Track Infrastructure and Service divisions.  Track Infrastructure
and Service boasted the highest growth rates.

In view of the poor economic climate and the consequently limited growth
potential for this year, Deutsche Bahn has successfully increased its
efforts to raise efficiency in its operating business and reduce costs in
the interests of improving its earnings situation.  The progress made with
the "Fokus" restructuring program has again lived up to expectations in the
period under review.

The "DB Campaign" strategy stands for an intensive, fast-paced modernization
and investment program, which deliberately envisages temporary negative
annual results for the financial years 2001 to 2003.  On its way back to
booking positive operating income after interest in financial year 2004, the
DB Group is consequently already aiming for a substantial improvement in its
earnings ratios for this year.  The earnings trend for the first six months
of this year has put the Group well up on last year so that despite the weak
economy, it is still as a whole on the right track.  Although income before
taxes showed a deficit of EUR148 million in the first half of 2003, it was
still much better than last year's figure (H1 2002: minus EUR231 million)
owing to the increase in revenues and successful implementation of cost
reduction programs.

The ratios for assessing operational performance -- Ebitda, Ebit and
operating income after interest -- show a correspondingly clear positive
development.  Ebitda (earnings before interest, taxes, depreciation and
amortization) before special burden compensation reached a figure of
EUR1,397 million, and were thus clearly up on last year's level (EUR749
million).  The judgment of Ebit and operating income after interest has to
be seen in view that compared with the same period for the previous year, an
additional EUR211 million had to be compensated, as reimbursements for
inherited burdens resulting from German reunification (inefficiencies caused
by the situation at former Deutsche Reichsbahn) were only granted until
2002.  Ebit (earnings before interest and tax) showed an improvement of
EUR228 million, to EUR176 million.  Operating income after interest improved
by EUR92 million to a deficit of EUR143 million (H1 2002: minus EUR235
million).

As it soon became apparent that the general economic climate would not live
up to the original forecasts made by the financial research institutes,
Deutsche Bahn initiated and effected systematic counter-measures throughout
the entire Group in order to achieve its targeted improvements for financial
year 2003.

"The general weakness in the market -- we do not expect any noticeable
improvements until next year -- naturally had an adverse effect on our
transport performance.  The fact that our passenger transport division
achieved a better development rate than the overall market shows that we are
competitive and on the right track with the programs we have implemented and
with our improved services," stated Hartmut Mehdorn, who is content with the
latest figures.  "In the freight sector, future performance will depend on
the highly sensitive trends in key sectors of industry, such as steel.  We
can only wish that the budding hopes of an imminent upturn in the economy
prove justified in the near future."

Mr. Mehdorn stressed that mobility and logistics will remain distinct growth
markets over the medium and long term.  "By further improving our product
quality and developing a product range which is geared to our customers'
requirements, we are now laying the foundations which will enable us to reap
long-term benefits from a recovering economy in the future."

Compared with the figure for the end of 2002, the balance-sheet total of the
DB Group has risen to EUR47.9 billion, a 4.1% increase.  At EUR3,170
million, gross capital expenditures in intangible assets and fixed assets
were below last year's figure (EUR3,951 million).  However, taking into
account the purchase of Arcor telecommunication assets in 2002
(approximately EUR0.9 billion) investments did, in fact, remain at a
comparably high level.  Deutsche Bahn is thus pushing ahead with its
modernization plans at a constantly fast pace.

As a result of further increases in productivity, the workforce has been
reduced by 778 to 249,912 employees since the end of 2002.  Compared with
the figure for June 30, 2002 (without Stinnes) the number of employees in
the DB Group has risen by 37,950.  Despite its intense restructuring program
DB increased the number of new apprentices and trainees within the Group
from 2,000 to 2,270 and additionally offers 1,337 places in cooperation with
other smaller non-Group companies.


=============
H U N G A R Y
=============


K&H EQUITIES: Regulator Dismisses Finance Ministry's Inquiry
------------------------------------------------------------
The State Financial Institutions Supervision played down the Finance
Ministry's statement that it is conducting an investigation to determine
whether the former had a role in the K&H Equities brokerage scandal,
according to the Budapest Business Journal.

The ministry's claim that the market watchdog "failed to prevent a crime"
was meaningless, the State Financial Institutions Supervision said.  The
regulator also claimed that it is an independent organization whose
operations can only be evaluated by a court.

The ministry previously quoted the regulator's own report on its
investigation on the K&H case saying that the watchdog may have known about
illegal methods being used at K&H for a long time.  The brokerage used the
"double registry system" in 1998.  This was used as the private registry of
broker Attila Kulcsar.  The regulator noted deficiencies in the system again
in 1999 but failed to stop the practice.  Earlier, a government spokesperson
said the regulator could have prevented the embezzlement case for a year
before it broke out.

In response, PSZAF said it made typographical error on its report, and
claimed knowledge of the falsified documents only in July 2003 and not 2002.
The regulator also denied knowing that an earlier version of the IT system
at K&H Equities functioned as Mr. Kulcsar's private registry.  It said it
was limited to monitoring officially working systems and it trusted the
statements of the auditor and the IT companies providing K&H's IT system
when it made an investigation in 2002 that the systems of K&H Bank and K&H
Equities functioned in line with the law.  It said it learned of the nature
of the system also in July 2003 only.


MALEV HUNGARIAN: Rival Assails Anticompetitive Rates, Plans Suit
----------------------------------------------------------------
Malev Hungarian Airlines Rt stands to face complaints for anticompetitive
practices together with the operator of Ferihegy airport, according to
Budapest Business Journal.

The report said Czech-owned Travel Service Kft, Hungary's only independent
charter airline, plans to initiate proceedings against the two for offering
cheaper prices that is disastrous to competition.  It cited Attila Farkas,
managing director of Travel Service saying that its rival's charter fares
distort the market by being artificially low.   It also said that the
Budapest Airport Rt sets excessive prices for its services.

Travel Service, the only local competitor to Malev on the Hungarian charter
market, also claimed that state support for Malev enables the national
carrier to ignore rules of fair competition on the charter market.

"The operation of Malev is nonsense.  The loss the company is making with
budget money is scandalous," Mr. Farkas said.  He admitted little hope for
his case, while expressing a belief that an EU accession may help with its
law against state aid.

Malev itself has struggled to stay afloat since it posted losses of EUR36.2
million in 2000.  It has been searching for a partner when its owner, the
State Privatization and Holding Rt, failed to sell a 50% stake in the
company to a strategic investor through a tender in January.  It hopes to
break even in 2003.


RINGA RT: Shutdown of Largest Plant to Result in 800 Job Losses
---------------------------------------------------------------
RINGA Rt., a privatized meat industrial company in Hungary, will close its
biggest factory and most modern unit, the Kapuvar plant in western Hungary,
according to Budapest Business Journal.

The move, which will affect 800 employees, comes after the company reported
losses of HUF1 billion in the first seven months of this year.  Ringa
belongs to the Pick Group.  It consists of three big units in Sopron,
Kapuvar and Gyor.  Their main products include different kinds of ham,
bacon, meat, meat products and canned food.  The largest and most modern
unit is that of Kapuvar, which produce mainly for exports.  At present the
exports account for half of the turnover of the company.


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


AER RIANTA: Staff to Stage Strike to Protest Closure
----------------------------------------------------
Aer Rianta staff at Dublin, Cork and Shannon airports will be balloted this
week regarding a possible industrial action in protest against the
government's plan to break up the company, BizWorld reported.

The move follows the company's refusal to guarantee conditions of employment
in case the government pushes through with its plan.  It also comes a month
after they walked out of work for an afternoon to attend meetings on the
proposal.  The report, however, doubts that any industrial action could
happen since there was no specific time set for the possible strike, and
negotiations are still ongoing.  Union officials from SIPTU, IMP ACT,
Mandate and TEEU are due to revive talks with the Department of Transport
next month.

The report did not mention the reason for the closure but earlier this month
Aer Rianta was held by a High Court Judge to be acting in breach of planning
regulations.   The report said the High Court was tipped in March that Aer
Rianta occupied its new terminal without securing a sewage treatment plant
and was told that a planning permission was still being processed.  The
company is discharging hundreds of tons of raw sewage daily into the Shannon
Estuary.

The Irish Examiner quoted Mr. Justice Liam McKechnie saying the only reason
he was not closing down Aer Rianta's new air terminal at Shannon was in the
interests of the traveling public.


AN POST: Postage Hike to Take Effect August 30
----------------------------------------------
An Post welcomes the decision of ComReg to approve our proposals for an
increase in domestic postal charges.  The new price of the basic postal
stamp will be 48c and will come into effect on August 30.

The increase is the first of significance since 1991 yet the Irish postal
tariff, at 48c for a letter weighing up to 100g, remains one of the lowest
in Europe.  The charge in Belgium is 98c, 60.4c in the U.K., 144c in Germany
and 89c in Luxembourg.

In approving the new rates, ComReg accepted a revised schedule of discounts
which, will be available to customers posting at least 2000 items per
posting and meeting one or more of these criteria:

(a) Present mail to An Post at a time that facilitates off-peak
    processing.  Different levels of discount will be available
    for mail presented before noon, 3p.m and 5.30 p.m.

(b) Present mail which can be machine processed, thereby
    avoiding manual sortation.  Different levels of discount
    will be available based on the percentage of mail which can
    be sorted automatically.'

(c) Accept deferred delivery of mail, i.e. mail which does not
    require next day delivery (minimum volume 500 items per
    posting)

Under the new discounts regime, businesses and individuals may present mail
at any of 24 acceptance offices nationwide.  Discounts for very large
postings will in some cases be double the current rate.


ELAN CORPORATION: Receives Extension of Waivers from Noteholders
----------------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) announced that it has sought and received
additional agreements from a majority of the holders of the guaranteed notes
issued by Elan's qualifying special purpose entities, Elan Pharmaceutical
Investments II, Ltd. (EPIL II) and Elan Pharmaceutical Investments III, Ltd.
(EPIL III).  The agreements extend to August 29, 2003, the EPIL II and EPIL
III noteholders' waivers of compliance by Elan with certain provisions of
the documents governing the EPIL II and EPIL III notes that required Elan to
provide the noteholders with Elan's 2002 audited consolidated financial
statements by June 29, 2003.  The waivers had previously been set to expire
today.  Elan did not pay a fee in connection with these waivers.

"We are devoting all necessary resources to completing and filing our 2002
Form 20-F and we appreciate the patience of all our stakeholders in seeing
this process through to conclusion," said G. Kelly Martin, President and
Chief Executive Officer of Elan.

As previously announced, Elan and its auditor, KPMG, are currently working
to conclude all audit related issues and matters in order to complete Elan's
2002 Form 20-F.  However, Elan cannot provide any assurances as to the
timing of the completion and filing of the 2002 Form 20-F.

Elan and its auditor, KPMG, are currently working to conclude all audit
related issues and matters in order to complete Elan's 2002 Form 20-F as
soon as practicable.  However, Elan cannot provide any assurances as to the
timing of the completion and filing of the 2002 Form 20-F.

Elan is focused on the discovery, development, manufacturing, sale and
marketing of novel therapeutic products in neurology, pain management and
autoimmune diseases.  Elan shares trade on the New York, London and Dublin
Stock Exchanges.


=========
I T A L Y
=========


CIRIO FINAZIARIA: Asset Sales Seen After Business Review
--------------------------------------------------------
Liquidators of Italian canned food producer, Cirio, are currently conducting
a thorough assessment of the company's financial situation, according to
Food Navigator.

The review is aimed at seeing which of the unprofitable businesses should be
sold or closed down to raise funds for those units which are considered as
going concerns.  Cirio's Brazilian business Bombril is thought to be in a
dangerous position, while Monte Pacific, the Asian canned fruit and fruit
juice producer, are expected to survive, according to reports.

The liquidators have 40 days to determine whether to declare the company
bankrupt or put it under administration and sell certain assets.  Pasta
maker Divella is reportedly interested in buying some of the company's
assets, specifically the Cirio Conserve and De Rica Polpa divisions.

Meanwhile, it's still business as usual for the company despite the review.
Just last week, the company mulled over a EUR10 million-loan needed to buy
tomatoes for processing, the report said.


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


ROYAL VENDEX: Moody's Cuts Ratings to Ba1; Outlook Stable
---------------------------------------------------------
Moody's concluded its review on the long- and short-term issuer ratings of
Royal Vendex KBB by downgrading the ratings to Ba1/Non-Prime from Baa3/P-3.

The rating agency initiated its review on the ratings in July after
VendexKBB's announcement that operating losses at its Vroom and Dreesman
subsidiary were likely to exceed earlier expectations.

Commenting on the rating action, Moody's said: "The increased level of
losses at V&D, and the relatively weak liquidity assurance afforded by
VendexKBB's current liquidity arrangements, render the company's
consolidated debt protection measures incompatible with its former rating
category."

Moody's assigned a stable outlook on the ratings, reflecting the group's
strong franchises in a range of retail formats.  It also assumes that the
bank facilities maturing in the first quarter of 2004 will be refinanced on
a timely basis.


PETROPLUS INTERNATIONAL: Hints Plant Closures in 1st-half Report
----------------------------------------------------------------
Petroplus International N.V., Europe's leading midstream oil company,
announces its 2003 semi-annual earnings.  The group's 6-month results are
negatively influenced by continuing adverse market circumstances.  Petroplus
also announces that it has decided to take a number of important steps aimed
at stabilizing its earnings stream by re-balancing its core activities and
simultaneously improving its balance sheet.  Petroplus therefore announces
the following:

(a) Write-down of a substantial part of the book value of its
    Antwerp refinery.  The refinery suffered considerable losses
    over the first 6 months of 2003 as well as over the previous
    years.  In order to put an end to this situation, several
    scenarios are currently being considered to improve the
    profitability, potentially including the closure of a number
    of processing units as well as laying off part of its work
    force.  Petroplus estimates the total costs of the write-
    down and the intended implementation of the necessary steps
    to improve the profitability to amount to EUR40 million.
    This special write-down has been provided for in the second
    quarter results.  None of the scenarios under consideration
    will affect the operations of the new Ultra Low Sulphur
    Diesel (ULSD) production unit, taken into operation at the
    end of 2002 or influence the operations of the bitumen
    plant, acquired in March 2003 from Nynas AB.

(b) Rebalancing its core activities and cost control.  The
    strategic focus will be on stable and controlled organic
    growth.  Petroplus will put an emphasis on the growth of its
    tank storage activities, its wholesale marketing activities
    and its international trading activities.  This strategy
    will allow the group to further decrease its overhead costs
    at divisional and local levels as well as central overheads.

(c) In order to strengthen its equity position and balance
    sheet, Petroplus has decided to make several divestments,
    details of which are mentioned hereinafter.  Petroplus is
    also working on various options to deleverage its balance
    sheet and decrease its interest costs, including a (partial)
    buy back of its High Yield Bonds;


    (1) Petroplus has decided to sell its 95% interest in Tango,
        the successful unmanned service station chain.  The
        proceeds of the Tango divestment will partly be used to
        enable the growth of Petroplus' wholesale marketing,
        bunkering and international trading activities;

    (2) Petroplus intends to sell a substantial part of the LNG
        project in Wales (U.K.) to probably a strategic
        investor.  The involvement of a strategic investor would
        strongly facilitate both the construction and
        operational phase of the project.  Furthermore, the
        proceeds from the sale will permit Petroplus the
        possibility to consider developing similar LNG projects
        elsewhere in Europe.

(d) Petroplus will also continue its effort to decrease its
    interest in several non-core activities including Petroplus
    Engineering.

Financial report

Petroplus 2003 semi-annual earnings:

Net sales up 34.5 % to EUR3,245 million
     (first half 2002: EUR2,413 million)
Gross profit up 25.5 % to EUR107.6 million
     (first half 2002: EUR85.7 million)
EBITDA up 211.7% to EUR29.9 million
     (first half 2002: EUR9.6 million)
Net operating income minus EUR26.4 million (including special
     write-down)
EUR13.6 million profit (before special write-down)
     (first half 2002: EUR1.9 million loss)
A net loss of EUR42.4 million (including special write-down)
     net loss of EUR2.4 million (before special write-down)
    (first half 2002: EUR16.6 million loss)
A net loss per share of EUR1.43 (including special write-down)
EUR0.08 loss before special write-down
     (first half 2002: EUR0.57 loss)

Petroplus' 2003 semi-annual earnings (before special write-down) reflect an
improvement compared to the same period last year.  Strong refining margins
seen in the first quarter did not continue into in the second quarter.
Refining capacity was affected by planned maintenance at the Cressier
refinery over a period of 6 weeks in the second quarter.  Petroplus'
Teesside refinery suffered from mercury contamination in its naphtha and LPG
production.  The overall effect, including lower Ultra Low Sulphur Diesel
(ULSD) margins, resulted in a drop of gross refining margin to US$1.24 per
barrel from US$2.15 in the first quarter 2003.  The performance of the
Marketing division improved significantly in the second quarter.  This was
partly the result of the cost savings program in Germany that has started to
take effect.  The performance of the Logistics division was negatively
influenced by the backwardation in the futures markets.

Operational report

Refining

Cumulative net operating income for the first half year 2003 amounted to
EUR3.8 million (before special write-down) compared to a loss of EUR14.5
million over the same period in 2002.

The second quarter 2003 EBITDA for the division amounted to
-EUR3.7 million, compared to -EUR3.1 million in the second quarter of 2002.
Net operating income in the second quarter amounted to -EUR8.7 million
(before special write-down) compared to -EUR6.6 million in the second
quarter of 2002.

The recovery of the refining margins seen in the latter half of the first
quarter 2003 did not continue into the second quarter.  Petroplus' average
gross refining margin over the second quarter was US$1.24 per barrel against
a gross margin of US$2.15 realized in the first quarter 2003.  The main
explanation for the lower Petroplus margin is the lower level of refinery
margins in North West Europe as well as the planned shutdown of the Cressier
refinery.

At the end of April 2003, the Cressier refinery was taken off-line for a
period of 6 weeks for planned maintenance.  The most important project
within the maintenance program was a refurbishment of the crude furnace.
This major turnaround, which is typically carried out every three years, was
conducted successfully without incident and the refinery has been in full
operation since the beginning of June.

During the second quarter, increased concentrations of mercury were found in
Teesside's naphtha and LPG production.  Therefore the naphtha and LPG output
of the refinery had to be sold at a lower margin.  The source of the mercury
is currently under investigation.  A project utilizing guardbed technology
is nearly completed and will allow the refinery to remove the mercury from
the naphtha and LPG so normal sales can be resumed in the third quarter of
2003.  Petroplus is currently considering its legal position with regard to
this mercury issue.

The premium for ULSD dropped early in the second quarter from more than
US$40 per MT in the first half op April to approximately US$17 per MT in May
and June.  In addition, the premium for "sulphur free" 10 ppm ULSD over 50
ppm ULSD has stabilized at between US$1 to 3 per MT since the beginning of
2003.  These movements are partly related to a new Platts pricing
methodology that was introduced at the beginning of the year.  The new
methodology has received severe criticism from the industry and discussions
are currently underway with Platts to take away the adverse effects of the
methodology.

Marketing

Cumulative net operating income for the first half year 2003 amounted to
EUR7.8 million compared to EUR10.3 million over the same period in 2002.

The second quarter 2003 EBITDA for the division amounted to EUR8.5 million,
compared to EUR6.4 million in the second quarter of 2002.  Net operating
income in the second quarter amounted to EUR6.6 million compared to EUR5.4
million in the second quarter of 2002.

Wholesale

Swiss wholesale had a good result despite the fact that during the Cressier
turnaround product needed to be imported whilst Rhine freight rates were at
a very high level.  In April, Petroplus launched Biodiesel Plus in the
United Kingdom.  This product is an environmentally friendly blend of 5%
vegetable oils with regular (low sulphur) diesel.  This product carries a
premium since there is no duty on the vegetable oil component.  Sales
volumes are still limited, but the new product is well received and
certainly has potential.  The situation in the German wholesale organization
has improved relative to the first quarter.  The effects of the previously
announced cost savings program are starting to have a positive impact on
results.

Bunkering

Bunker volumes have been slightly lower than last year due to the poor
economic situation worldwide.  The contribution of the bunkering activities
of North Sea Petroleum (NSP) and Frisol has been good, although the strong
Euro depressed the net margins in the ARA region (Antwerp, Rotterdam,
Amsterdam).  NSP sales volumes have been under severe pressure due to the
new pricing methodology by Platts.

Frisol and NSP are starting to profit from the additional supply of product
out of the bitumen plant in Antwerp.

Retail (Tango)

The performance of Tango continues to be good with second quarter earnings
ahead of expectations despite a slowdown in the opening of new sites.  Tango
has clearly maintained its position as market leader in the Dutch unmanned
petrol station market, operating the most efficient network.  Tango
currently has 54 stations operational in The Netherlands.  By the end of
2003, Tango expects to have 70 stations in operation or under construction.
This number will increase to 100 by the end of 2004.  At that time, Tango
anticipates to have a 5% volume based market share.

In Belgium, three new sites will be opened in September.  Petroplus remains
optimistic about the market opportunities in Belgium, despite a slight delay
the rollout.  Furthermore, Tango plans to open the first pilot site in Spain
in the second half of 2003.

Logistics

The logistics division's cumulative net operating income for the first half
year 2003 amounted to EUR4.7 million compared to EUR8.3 million over the
same period in 2002.

The second quarter 2003 EBITDA for the division amounted to EUR3.0 million,
compared to EUR5.4 million in the second quarter of 2002.  Net operating
income in the second quarter amounted to EUR2.0 million compared to EUR4.7
million in the second quarter of 2002.

The decreased earnings in the second quarter reflect the continued difficult
market circumstances with continued backwardation compared to a slight
contango in the same period in 2002.

On May 20, 2003, Petroplus acquired a 31.7% share of Societe Genevoise des
Petroles SA (SOGEP) for the amount of CHF5.33 million.  Petroplus is now a
partner in SOGEP together with existing partners Shell and Esso.  The
terminal, with 155,000 m3 capacity for mineral oil products, is located in
Geneva and is connected to the Sappro-pipeline, giving Petroplus the
strategic opportunity to supply the Swiss market from the Mediterranean
market.  An option for this acquisition of the terminal was included as part
of the Cressier refinery acquisition from Shell in December 1999.

LNG (Liquefied Natural Gas)

The LNG project in Milford Haven continues to make good progress.  Petroplus
is currently in advanced long-term throughput contract negotiations with
several parties.  It is anticipated that this will result in the signing of
a Memorandum of Understanding.  Discussions are ongoing with a number of
project financiers and construction & engineering firms.  Petroplus is on
track to have the facility fully operational by end 2006.  As previously
indicated, it is the intention to finance the entire project on a
non-recourse basis.  Petroplus will transfer certain assets of its Milford
Haven tank storage to serve as its equity contribution to the project.
These assets are not essential for the current operations of the Milford
Haven storage facility.

Other Businesses (Central Overheads)

The Other Businesses group generated a cumulative net operating income for
the first half of 2003 amounting to -EUR2.7 million compared to -EUR6.0
million over the same period in 2002.

The second quarter 2003 EBITDA amounted to -EUR1.8 million, compared
to -EUR3.9 million in the second quarter of 2002.  Net operating income in
the second quarter amounted to -EUR2.4 million compared to -EUR4.5 million
in the second quarter of 2002.

Oxyde Chemicals performed well over the first 6 months, although the company
could not maintain its excellent first quarter performance into the second
quarter.  Petroplus Engineering continued its negative performance.

Group Banking Arrangements

On July 15, 2003, Petroplus announced it had extended its existing Secured
Revolving Trade Finance Facility for a period of 12 months.  The facility
has also been increased by US$30 million to US$580 million on an uncommitted
basis, providing additional flexibility for the company and two of its main
operating companies.

Since then, Petroplus has been in discussion with its relationship banks to
convert a major part of the facility to a one-year committed facility.
These discussions have been concluded and a number of the syndicate banks
have in principle agreed to provide US$430 million of the Facility on a
committed basis.  Detailed conditions will be discussed during the coming
weeks.  Discussions are currently ongoing with the remaining syndicate banks
with regard to the remainder of the Facility.  The duration of the Facility
is not affected by these changes.

Outlook

In view of the current market circumstances Petroplus continues to be
cautious with regard to making forward-looking statements.  The volatility
of refining margins has once again been illustrated in the second quarter
and in view of the extreme volatility seen over the last 12 months,
Petroplus will not provide an outlook for 2003.

The strategy for the next few years is aimed at decreasing the relative
impact of volatile refining margins on the consolidated earnings of
Petroplus.  The LNG project supports this objective.  In view of the already
mentioned shift of strategy and as long as the effects of the pending
decisions regarding the Antwerp refinery are unknown, Petroplus can no
longer maintain its previously communicated medium term growth expectations.

To View Full Press Release Including Financials:
http://bankrupt.com/misc/Petroplus_International.pdf

Profile of Petroplus International N.V.

Petroplus International N.V. was established 10 years ago and has since
developed into a leading player in the European midstream oil market.  The
midstream sector encompasses refining, marketing and logistics
(predominantly tank storage).

Petroplus is the owner of refineries in Antwerp (Belgium), Cressier
(Switzerland) and Teesside (United Kingdom) with a total capacity of 270,000
barrels per day.  Petroplus has a sales volume in excess of 20 million
tonnes a year of oil products and a storage capacity of almost 5 million m³
throughout Western Europe.  Petroplus started in 2001 with the Tango formula
of selling fuel to motorists from unmanned filling stations.  Tango is
active in The Netherlands as well as Belgium and is considering further
expansion within Europe.

Petroplus, with its head office in Rotterdam and regional head offices in
Zug and Hamburg, has branch offices in more than 20 countries and employs
approx.  1000 employees.  Petroplus International NV is publicly listed in
the NextPrime segment of Euronext, Amsterdam.

CONTACT:  PETROPLUS INTERNATIONAL NV
          Marcel van Poecke, Willem Willemstein
          Executive Board

          Martijn Schuttevaer, Investor Relations Manager
          Phone: +31 10 242 5900
          Homepage: http://www.petroplusinternational.com


===========
P O L A N D
===========


LOT AIRLINES: Resumes Flights to Iraq after More than a Decade
--------------------------------------------------------------
LOT Polish Airlines will be one of two European airlines operating into
Iraq.  The first commercial flight on the Warsaw-Beirut-Basrah route is
scheduled on August 27.  A Boeing 737 plane will take-off every Wednesday
for the southern Iraqi city of Basrah.

Taking advantage of the geographical location of Warsaw, LOT Polish Airlines
has an opportunity to render transport services not only between Poland and
Iraq.  There is also a possibility to feed the passenger stream between the
Polish capital and Basrah with transit passengers originating from the
Baltic States and East European countries.  Moreover, LOT Polish Airlines
has well developed network covering all major cities in Western Europe and
in North America (JFK, Newark, Chicago, Toronto).  An important reason
behind the decision was also the commitment of Polish companies in
rebuilding Iraq as well as the functioning of the Polish stabilization zone.

On August 11, LOT Polish Airlines and six other carriers were officially
granted by CPA the initial rights to fly to Iraq, each being allowed one
operation a week.  Moreover LOT will be the first carrier operating into
Iraq for over a decade, since suspending all commercial operations to this
country in 1990 following the Gulf War.

Landing in Beirut will be only of a technical character and connected with
aircraft fuelling.

                 * * * * *

International commercial flights to and from Iraq have been suspended since
the 1991 Gulf War.  During the 12 years of U.N. sanctions, only Royal
Jordanian had been flying to Baghdad with U.N. approval.

LOT is a member of the bankrupt Sairgroup and it has not seen any profit on
its operations since 1997.  It posted a net profit in 2002, but this is
because some of its aircraft were resold to their easing companies.


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


ABB LTD.: Ruling on Asbestos Settlement Plan to Come Out Soon
-------------------------------------------------------------
The Third Circuit Court of Appeals in the U.S. gave ABB Ltd.'s US$1.2
billion asbestos claims settlement plan fast-track priority, which means it
would be negotiated "very soon," according to ABB spokesman Thomas Schmidt.

"We remain confident that the plan will be accepted," Mr. Schmidt said.  The
spokesman, however, admitted he could not give a more specific date for the
case's closure, according to Dow Jones.

A report from AFX, citing a spokesman, meanwhile said, the only delay in the
on-going asbestos procedure is the setting up of a trust, which will
compensate current and future asbestos victims in due time.  The asbestos
cases, numbering 100,000 were lodged against ABB's U.S. unit Combustion
Engineering.

According to the spokesman, former rulings made by a U.S. bankruptcy court
and a district court approved the package and over-ruled appeals made.


SWISS INTERNATIONAL: Cargo Unit Partners with KALES Group
---------------------------------------------------------
Swiss WorldCargo, the air cargo division of Swiss International Air Lines
Ltd., concluded a General Sales Agent agreement with KALES Group B.V.  The
new accord covers Poland, the Baltic states, the Czech Republic, Slovakia
and Hungary.

KALES Group B.V. assumed responsibility for selling Swiss WorldCargo's cargo
products and services in Warsaw, Prague and Budapest on August 1.  The new
duties include all aspects of customer services and indoor sales such as
cargo consignment reservations, providing product and service information
and responding to customer feedback.  These are all crucial activities: as a
niche provider, Swiss WorldCargo is committed to offering its customers
superior service and advice.

With its comprehensive top-quality cargo services and its 21 cargo offices
in various European countries, KALES is one of the international market
leaders in the GSA field.  And, since its trained and qualified staff are
also fully familiar with all aspects of the Swiss WorldCargo product, the
new agreement with KALES is a firm guarantee of professional and first-class
care for Swiss WorldCargo customers in the markets concerned.

To ensure that a Swiss-style service product continues to be offered, Swiss
WorldCargo will also have its own sales representative available to
customers and in general charge of all airfreight activities in each of the
locations managed by KALES on its behalf.  The overall management of Swiss
WorldCargo's operations in Poland, the Baltic states, the Czech Republic,
Slovakia and Hungary is entrusted to the division's regional management in
Vienna.

Swiss WorldCargo is pleased to conclude its new partnership with KALES,
which will ensure that its customers continue to receive the outstanding
professional service and attention that they have come to expect from the
Swiss WorldCargo organization.  For further information, please visit the
swissworldcargo.com and kales.com websites.

Swiss WorldCargo is the cargo division of Swiss International Air Lines Ltd.
With its global network of more than 150 destinations in over 80 countries
and its broad range of airfreight products and services, Swiss WorldCargo
generates genuine added value for its customers and makes a substantial
contribution to SWISS' earnings results.


SWISS LIFE: Sale of Credit Agricole Belgique Stakes Cleared
-----------------------------------------------------------
The European Commission has given the go-ahead for joint control of Credit
Agricole Belgique SA to be acquired by the Agricaisse and Lanbokas regional
affiliates of the Credit Agricole Belgique group and the northern and
north-eastern regional affiliates of the Credit Agricole France group.

The transaction involves the acquisition of Credit Agricole Belgique SA
currently controlled by Swiss Life and Dexia by two Belgian regional banks
(Agricaisse and Lanbokas), themselves members of the Credit Agricole
Belgique group, and two regional affiliates (northern and north-eastern
France) of the Credit Agricole France group.  Following the operation, Swiss
Life and Dexia will no longer have a stake in Credit Agricole Belgique, the
mainstay and operational management entity of the Credit Agricole Belgique
group.

The Credit Agricole Belgique group is present only in Belgium, where it
sells financial services (banking and insurance) to individuals and
businesses, among other things in farming and horticulture.

For its part, the Credit Agricole France group, although it provides
financial services to the same type of customers, is only marginally present
in Belgium.

The Commission accordingly found that the transaction did not raise
competition problems since there was no significant overlap between the
businesses of the Credit Agricole Belgique and Credit Agricole France groups
on the Belgian market.


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


ACCIDENT GROUP: Former CEO Admits firm Overstated Profits
---------------------------------------------------------
The Accident Group's former Chief Executive Michael Watson said the company
had used an accounting policy that overstated profits and payouts to
shareholders, according to the Independent.

Mr. Watson was dismissed from the company for gross misconduct in May last
year, and is now facing a lawsuit from the no-win, no-fee company that filed
for administration in May this year.
According to Mr. Watson, he identified problems with the firm's accounting
policy, and recommended a change in the system.  In his defense against the
case, he said he told the company to move from a system of booking income
from personal injury cases before the cases were formally taken on to a
method of recognizing only profits from the cases in its accounts when the
contracts on the cases were entered into.  He also said that the personal
injury group's founder, Mark Langford, did not welcome the proposal.
According to him, Mr. Langford's concern was to "maximize the amounts
available to shareholders."

But the company insisted that it was Mr. Langford who first identified
problems with The Accident Group's accounts, and that Mr. Watson used the
wrong figures for the number of cases the firm was taking.  It also said
that Mr. Watson did not make provisions for a "swing premium" so that "the
level of reported profits was significantly overstated."  Failure to make
the provisions could force the company in some instances to repay money to
insurers providing policies to cover the costs of personal injury cases it
took on.

KPMG investigated the company's accounts in January last year.  In March,
the accounting firm said there was "serious discrepancies" in the company's
balance sheet, forcing the company to restate a GBP8.3 million profit into
GBP400,000 loss as of August 31, 2002.  It also had to report liabilities of
GBP4.4 million instead of assets of GBP4 million.

Mr. Langford and his wife Debbie owns 25% of Amulet, the Accident Group's
parent company.


AES DRAX: BHP Billiton Makes Long-awaited Rescue Offer
------------------------------------------------------
BHP Billiton finally entered a last-minute bid to rescue ailing AES Drax,
U.K.'s biggest power station, according to the Telegraph.

The mining group offered 70p in the pound for Drax's subordinated debt,
known as the A2 debt, up to GBP95 million, toping earlier bids from
International Power and Goldman Sachs.
Potential bidders for AES' debts were given until 5 p.m. on Friday to submit
bids, but Drax's independent directors are now seeking to extend this,
according to the report.

International Power raised its offer for AES' A2 debt to 65p in the pound --
or 1p higher than that of Goldman Sachs -- up to a maximum outlay of GBP100
million.  It also decided to bid for Drax's B-class debt, paying 55p in the
pound, with a maximum outlay of GBP30 million.  Goldman has offered 64p for
the A2 debt up to GBP100 million, and 50p for the B debt up to GBP30
million.  The debt is expected to convert to equity under the terms of the
rescue, giving the successful bidder control of Drax.  BHP was rumored to
likely lodge a bid at the weekend, but it did not do so until the last
minute.

Included in the group's offer is a contract to supply coal to Drax for 15
years from January next year.  International, meanwhile, is asking a GBP2.5
million-a-year management fee.  Goldman, on the other hand, is posing as a
financial investor, independent of the management of the station.


AMP LIMITED: First-half Results Bare No Fresh Developments
----------------------------------------------------------
Moody's said the developments of AMP's 2003 first half results were broadly
in line with its expectations.  AMP reported total net loss after income tax
of AU$22 billion.  The result reflects largely the effects of previously
announced writedowns to the U.K. businesses as a result of the decision to
demerge the U.K. and Australian entities.  The company's total shareholder
resources fell to AU$11.5 billion, and total external corporate debt was
down slightly to AU$3.3 billion.

With regards to the demerger process, Moody's said: "whilst substantial
progress on the demerger has been made to date, significant transactions
remain to be completed."  It thus assigned a negative outlook for the
ratings of the group.

Moody's ratings of Baa1 senior debt/Baa2 subordinated debt for debt
guaranteed by AMP Group Holdings, Baa3 RPS at Henderson Global Investors, A1
IFSR at AMP Life, remained unchanged.  The outlook is negative.


EDINBURGH FUND: Britannic Asset Leads Bidding, Says Report
----------------------------------------------------------
Britannic Asset Management is believed to be the frontrunner in the race to
acquire Edinburg Fund Managers, the struggling investment house, according
to The Herald.

The report said, although the situation remained fluid, and there was no
confirmation yet, Britannic seemed to have overtaken ISIS in the auction.
Aberdeen Asset Management, which has been involved in the split-capital
investment trust scandal, is still in the race with its partner, believed
likely to be John Duffield's New Star Asset Management.  But it is perceived
to be facing difficulty getting the approval of Edinburgh Fund's board.

Edinburgh Fund Management continues to lose asset management contracts,
including that of Bank of Scotland pension fund and Edinburgh Small
Companies Trust.  It is now left with GBP3.2 billion trusts under
management, mainly investment trust, unit trust and venture capital funds.

The preferred bidder for Edinburgh Fund has to gain approval from
shareholders and convince the board of the firm's investment trusts to
transfer their management contracts.

Britannic's potential success in the bidding is seen as a positive news in
the Scottish financial community as this means the Edinburgh Fund's funds
would remain in Scotland.  It would also give Britannic Asset greater
critical mass.


HAMLEYS PLC: Soldier Now Owns 97.47% of Shares
----------------------------------------------
On August 4, 2003, the board of Soldier announced that the Revised Increased
Offer had been declared unconditional in all respects.

The board of Soldier announces that, by 3.00 p.m. on August 19, 2003, valid
acceptances had been received in respect of, in aggregate, 22,522,290
Hamleys Shares representing approximately 97.47% of the entire existing
issued ordinary share capital of Hamleys.

Accordingly, the board of Soldier has on Wednesday commenced the procedure
for the compulsory acquisition of all outstanding Hamleys Shares under the
provisions of sections 428 to 430F of the Act.  The statutory notices was
posted to Hamleys Shareholders who have not yet validly accepted the Revised
Increased Offer pursuant to section 429(4) of the Act.  The compulsory
acquisition procedure is expected to be concluded on, or shortly after,
October 1, 2003.

The Loan Note Alternative, under which a maximum of GBP5 million in nominal
value of Loan Notes was available, has now closed.  Valid elections have
been received under the Revised Increased Offer in respect of GBP3,883,160
in nominal value of Loan Notes and will be honored in full.  Accordingly,
the balance of GBP1,116,840 will be available under the compulsory
acquisition procedure to Hamleys Shareholders who have not yet accepted the
Revised Increased Offer.

The Revised Increased Offer will remain open for acceptance until further
notice.  Hamleys Shareholders who have not yet accepted the Revised
Increased Offer and who wish to do so are strongly encouraged to take the
necessary action set out in the Revised Increased Offer document.

Words and expressions defined in the Original Offer Document dated June 19,
2003 and Revised Increased Offer document dated July 17, 2003 shall apply
for the purposes of this announcement.

CONTACT:  GAVIN ANDERSON & COMPANY
          Phone: 020 7554 1400
          Neil Bennett
          Halldor Larusson

          SOLDIER
          Phone: 020 7479 7313
          John Watkinson

          KPMG Corporate Finance
          Phone: 020 7311 1000
          David McCorquodale
          Michael McDonagh


HAWTIN PLC: Disposal of Certikin Group Approved in EGM
------------------------------------------------------
The Board of Directors of Hawtin PLC is pleased to report that the
resolution approving the disposal of the Certikin Group of companies was
passed unanimously at the EGM on Thursday.

                     *****

Finance Director W.J. Dixon resigned from the board last week following the
company's recent announcements relating to the disposal of several of the
group's trading businesses.

Hawtin planned to sell its U.K.-based swimming pool equipment manufacturing
and distribution business, Certikin International Limited and its 95% French
subsidiary, MMC SARL.  This was after it sold its loss-making U.K.-based
wetsuit and watersports distribution business, Gul International Limited.
In the twelve months to December 31, 2002, Gul made a loss before taxation
of GBP310,000 on turnover of GBP6.3 million.  Net assets as at that date
were GBP900,000.

Hawtin said it will utilize the proceeds of the sale to further reduce group
borrowings.


HOLMES PLACE: HC Group Uses Option to Force Firm to Raise Cash
--------------------------------------------------------------
The Board of Holmes Place announces that at the Extraordinary General
Meeting of the company held on August 20, 2003 all of the Resolutions set
out in the circular posted to Shareholders on July 28, 2003 were approved by
Shareholders.

In addition, the Board of Holmes Place received written notice yesterday
from HC Group that it was exercising its option, pursuant to the HC Group
Loan, to require Holmes Place to undertake an equity fundraising to pay back
the amount lent by HC Group to the company under the HC Group Loan plus the
associated loan arrangement fee and all accrued interest payable to HC Group
under the HC Group Loan.  Accordingly, Holmes Place is now preparing to
undertake an equity fundraising by way of an open offer to all Holmes Place
Shareholders to raise the necessary funds required to repay the amounts due
to HC Group pursuant to the HC Group Loan.

Further information in relation to the proposed Open Offer by the company
will be sent to Shareholders in due course.

N M Rothschild & Sons Limited is acting exclusively for Holmes Place PLC and
for no one else in connection with this announcement and will not be
responsible to anyone other than Holmes Place PLC for providing the
protections afforded to clients of N M Rothschild & Sons Limited or for
giving advice in relation to the subject matter of this announcement.

CONTACT:  HOLMES PLACE
          Ian Burke
          Phone: 020 7795 4100

          HUDSON SANDLER
          Wendy Baker
          Phone: 020 7710 8917

          ROTHSCHILD
          Alex Midgen
          Phone: 020 7280 5000


PIZZAEXPRESS: New Owners Offer for Sale London Outlets
------------------------------------------------------
The new owners of struggling restaurant chain PizzaExpress are selling 10
outlets in London to curve a slump in sales, according to Evening Standard.

The properties for sale include those in Camden Town, Crouch End and King's
Road, Chelsea, the report citing Property Week magazine, said.  PizzaExpress
to Go takeaway outlets at Paddington and Victoria stations and restaurants
operating under the Marzano and Gourmet brands in Kensington, Soho and
Putney, are also in line together with three Scottish restaurants and one in
Brighton.

The 43-year old restaurant operator was sold for GBP278 million last month
after it struggled amidst tough competition with newly arrived rivals.  In
April PizzaExpress announced a 9.4% fall in third-quarter sales.


QXL RICARDO: Reports Continued Progress in Reducing Trading Loss
----------------------------------------------------------------
QXL ricardo plc, the pan-European online auction company, announces results
for the first quarter ended June 30, 2003.

Commenting on the results, Mark Zaleski, Chief Executive Officer, said: "We
have continued to progress towards profitability in the first quarter.  As
expected, our transaction levels have been impacted by the site migrations
and introduction of listing fees that were implemented across the majority
of our country operations in the last quarter.  However gross profits
increased compared to the quarter to March 31, 2003 and we expect both
transaction levels and gross profits to increase following the summer
holiday period.  We remain very focused on our cash position and will
continue to seek ways of reducing our operating cash burn as well as
alternative financing arrangements to cover the risk of current cash-flow
assumptions not being met."

Highlights for the first quarter ended June 30, 2003:

(a) Gross profit decreased 40% to GBP938,000, compared to
    GBP1.57 million for the quarter ended June 30, 2002

(b) Operating expenses decreased 54% to GBP2.2 million, compared
    to GBP4.7 million for the quarter ended June 30, 2002

(c) Trading loss decreased 61% to GBP1.2 million, compared to
    GBP3.1 million for the quarter ended June 30, 2002.

To view financials: http://bankrupt.com/misc/QXL_Ricardo.htm

CONTACT:  QXL RICARDO PLC
          Mark Zaleski, Chief Executive Officer
          Robert Dighero, Chief Financial Officer
          Tom Parkinson, Company Secretary
          Phone: +44 20 8962 7151


ROYAL MAIL: Postcomm's Proposal to Undermine Turnaround
-------------------------------------------------------
Postcomm's access proposals will put Royal Mail's recovery at risk by
forcing the company to deliver millions of letters for competitors at a loss
even after all the efficiency gains set out in the company's turnaround
plan, a submission to the regulator said.

The funding and pricing of the one-price-goes-anywhere mail service in the
U.K. will unravel if the regulator's proposals remain unchanged.  In
addition, those customers who aren't targeted by new access competitors
seeking profitable business mail will find themselves picking up the
additional costs in the form of higher stamp prices, Royal Mail has warned.

"Our position is very, very simple," said Chairman Allan Leighton.  "If we
have access services they must be profitable for both Royal Mail and new
competitors."

"We know that within three years this will wipe up to GBP650 million from
our bottom line -- despite the regulator's repeated assurances that it would
put in place prices which were neutral for Royal Mail and maintained the
cash position created by the price control agreed earlier this year.  We've
repeatedly asked Postcomm to explain how it has ended up with the prices it
wants to charge -- but up until now it's refused to share the theoretical
models it claims to be using."

The true average cost of delivering a letter is over 13p - and even Postcomm
acknowledges that this is not far off the mark.  But the access proposal
will only allow Royal Mail to charge less than 11.5p for its delivery.  The
artificially low pricing will pull traffic from other, profitable, streams
of mail, hitting Royal Mail's profit by up to GBP280 million over the next
three years.

In the long term, Postcomm's proposals mark a major shift towards basing
postal prices solely on the cost incurred, without the balances and cross
subsidies which characterize the postal marketplace.  As it pushes some
prices down to and below real costs, other prices will have to rise.
Postcomm's price control limits Royal Mail's ability to do this, even if the
end result would be neutral.  This restriction on rebalancing, combined with
customer demands to see lower prices in line with access rates, will remove
up to GBP370 million of revenue during the current price control period.

"This can't be what the regulator intended," said Mr Leighton. "In the end
something will have to give and it will probably be the universal service.
It's Catch-22 time for Royal Mail.  To compensate for Postcomm's overall
shift on prices, we'd need to put stamp prices up four pence on First Class
and seven pence on Second Class -- rises of 14% and 35% respectively.  If we
don't we take a huge hit on profit and the whole basis on which the
universal service is financed starts to unravel."

"There are now even bigger issues at stake than the simple access price.
Postcomm are about to let the genie out of the bottle with no precedent, no
control and no way back.  The regulator's primary duty is to maintain a
universal service at a uniform price.  Dismantling the existing pricing
structure isn't the way to do it."

                     *****

The key points in Royal Mail's submission are:

(a) While Royal Mail welcomes the introduction of downstream access,
Postcomm's methodology for deriving access prices contains several major
flaws:

    (i) It is inconsistent with Article 12 of the European
        Postal Services Directive, which requires that access
        prices be set equal to a benchmark retail price minus
        the costs that Royal Mail avoids as a result of access.

   (ii) Postcomm's proposed 6% pre tax return on access sales
        is too low and does not offer an acceptable commercial
        return given the risks associated with the delivery
        network.
  (iii) The proposals result in access prices on basic weight
        step items (11.46 pence) that are below Royal Mail's
        minimum cost of delivery for a letter currently
        estimated at over 13 pence and even Postcomm's own
        estimate of the minimum cost of delivery (12.7 pence for
        a letter).

   (iv) Postcomm's proposal encourages inefficient entry into
        the postal sector and thereby penalizes retail
        customers.

(b) Because Postcomm's approach will set a precedent for all users, the
flaws in Postcomm's methodology for setting the access price mean that the
introduction of access will substantially reduce profits for Royal Mail, for
these reasons:

    (i) Royal Mail's financial analysis shows that the access
        prices being proposed will lead to a reduction in
        profits for Royal Mail of up to £280 million more than
        if there were only bypass competition over a three year
        period.  This is because the proposed access price
        creates a large gap between the retail and access
        prices.  This gap will encourage rapid take up of
        downstream access by both customers and portal
        operators, even if they have higher costs than Royal
        Mail.  The fact that the price does not cover Royal
        Mail's costs at the basic weight step exacerbates the
        problem.  In addition the geographically uniform access
        prices will trigger inefficient bypass competition by
        enabling competitors to deliver in urban areas only,
        while handing back their unprofitable costly-to-deliver
        mail to Royal Mail for access at a price particularly in
        rural areas, that is substantially below Royal Mail's
        actual cost of delivery.

   (ii) Postcomm's own published legal opinion recognizes that
        the precedent established by Postcomm's cost based
        methodology could allow existing retail customers to
        demand that presort (and potentially non-presort)
        products with margins above 6% be repriced on a cost
        plus basis with a 6% margin.  This would potentially
        driving further losses of up to GBP370 million over a
        three year period.

(c) Royal Mail therefore estimates that the total reduction in profit for
Royal Mail will be up to GBP650 million over a three year period, and does
not therefore accept Postcomm's assertion that the effect of its access
proposals will be "broadly neutral" on Royal Mail's finances.  Royal Mail is
very disappointed that as yet Postcomm has failed to explain fully how this
conclusion has been reached and on what basis and assumptions.

(d) Given Postcomm's moves to liberalize the U.K. postal market ahead of the
rest of Europe, Royal Mail is moving towards more cost reflective pricing --
for example in August 2003 it submitted to Postcomm its proposals on size
based pricing.  Until Royal Mail's retail prices are allowed to become more
cost reflective, Royal Mail proposes that the way to resolve the flaws in
Postcomm's proposals would be to adopt an interim avoided costs
determination.  This would circumvent the need to reprice presort products
while Royal Mail implements further pricing reforms to increase cost
reflectivity.  While there are other ways in which Postcomm's methodology
could be improved (and a critique is set out below) an avoided cost pricing
methodology minimizes the financial risks of access and repricing.

(e) Whatever access pricing methodology is adopted, additional safeguards
will be required to maintain the universal service.  These safeguards could
include a surcharge on access to rural deliveries that compensates Royal
Mail for the high cost of handling rural items and discourages inefficient
urban entry that is cross subsidized by the ability of an entrant to utilize
an access price below Royal Mail's actual delivery cost to secure the
delivery of rural mail.

(f) Postcomm's operational proposals contain several requirements that would
be unworkable even if, contrary to Postcomm's legal opinion, the
determination applied only to U.K. Mail.  In particular these include
Revenue Protection, volume limits, quality of service targets and DO access
pricing.  The operational proposals also include terms that, while feasible
for a single access seeker, do not form the basis for the scaleable solution
necessary -- for example on DO access windows, printed postage impressions
on letters and allocation of access time slots.

(g) Postcomm's 98.5% next day Quality of Service target for the proposed
access products is far in excess of any service target that the Royal Mail
network is designed to provide for standard next day delivery of mail.  The
98.5% target is inequitable and unrealistic for a service sold for as little
as 11.46 pence and will result in additional costs to ensure this target is
met.  Time certain postal products with a next day delivery quality of
service of this order are currently sold at prices of several pounds per
item.  The target for mail introduced via Condition 9 downstream access
should be no higher than the next day delivery local-to-local target already
agreed with Postwatch and Postcomm (i.e. 92.5%).

(h) Royal Mail proposes in this document a scalable operational access
solution that, moving forward, will meet the needs of all access users.
This solution includes access at Inward Mail Centres, fees per handover
point to reflect the fixed costs that Royal Mail incurs for each consignment
, quality of service targets at 92.5%, and payment and indicia arrangements
that would operate industry wide.

CONTACT:  ROYAL MAIL
          148 Old Street
          LONDON
          EC1V 9HQ
          Home Page: http://www.royalmail.com


SAFEWAY PLC: Credit Rating Will Likely Drop if Sale Fails
---------------------------------------------------------
Moody's said the result of the review of the Competition Commission and the
Government on the takeover of Safeway Plc has three possible outcomes with
different rating implications.

The U.K. Governments Trade and Industry Secretary is currently reviewing the
recommended bid of Wm Morrison Supermarkets, and the contemplated offers of
contenders Sainsbury and Asda for U.K.'s fourth largest food retailer.

According to the rating agency, the potential outcomes are: Safeway could
remain independent, it could be acquired by a competing food retail
operator, or it could go to a financial buyer.

In case Safeway is not sold to a rival or a financial buyer, its current
Baa1 rating would likely be under significant pressure, whereas, a
combination with a rival would be a positive development.  Moody's warns
this still would depend on the credit profile of the resultant entity and
the method of financing the acquisition.  An acquisition by a financial
buyer, on the other, would be considered negative from a ratings perspective
to the extent that the capital structure of Safeway would significantly
weaken, according to Moody's.


SAFEWAY PLC: Sale to Affect Ratings of other Food Retail Stores
---------------------------------------------------------------
Regardless of who succeeds in the current bidding war to acquire the U.K.
food retail stores portfolio of Safeway PLC (BBB+/Watch Dev/A-2), credit
quality among rated U.K. food retailers will likely remain under pressure in
the medium term, says a
research study published yesterday by Standard & Poor's Ratings Services.

"In the short-to-medium term, capital intensity in the U.K. food retail indu
stry is expected to remain high, with the top four incumbents (excluding
Safeway) aggressively pursuing growth opportunities in terms of additional
selling space.  This, coupled with increasing competition, is likely to
pressurize credit quality," said Standard & Poor's credit analyst Omar
Saeed.

The bids for Safeway have been under review by the U.K. Competition
Commission and recommendations regarding the Safeway
acquisition were delivered to the government's Department of Trade and
Industry on Aug. 18, 2003.  These findings will be made public in September.

Rather than preempt the Commission's recommendations as to who would be
allowed to proceed with the bidding process for Safeway, Standard & Poor's
has assumed three possible scenarios in its pro forma analysis of the
individual players involved.

These are:

(a) The four-way split of Safeway equally between the trade buyers J.
Sainsbury PLC (A-/Negative/A-2), Tesco PLC (A+/Negative/A-1), U.S.-based
Wal-Mart Stores Inc. (AA/Stable/A-1+), which wholly owns ASDA Group Ltd.,
the U.K. number-two food retailer, and Wm Morrison Supermarkets PLC (Wm
Morrison);

(b) The clearance of Wm Morrison as the only trade buyer; and The
acquisition of Safeway by Philip Green, a retail entrepreneur and owner of
Arcadia Group, the number-two apparel retailing group in the U.K., or a
financial buyer.

"Specifically, the eventual outcome of the Safeway takeover bid could
adversely affect the creditworthiness of two of the four potential trade
buyers involved, namely Sainsbury and Tesco," said Mr. Saeed.  "There will
be no effect on Wal-Mart, assuming a potential all-cash offer of about US$7
billion (including lease-adjusted debt), as it would have only a modest
negative impact on Wal-Mart's debt protection measures."

The other bid parties involved are Wm Morrison -- which made the first move
on Safeway -- and possibly Philip Green.

As the study points out, an equal split of Safeway would add only
incremental benefits to the overall business profile of both Tesco and
Sainsbury, which would equate to less than 10% and approximately 12%,
respectively, of pro forma sales. On the downside, this could further weaken
the operators' already weak financial profiles.

An outright acquisition of Safeway by Wm Morrison, on the other hand, is
unlikely to jeopardize Tesco's dominant U.K. market position, although the
potential partial debt-funded acquisition of a number of Safeway stores
could apply further pressure on the group's current credit ratings.  For
Sainsbury, this scenario could potentially exacerbate competition on price,
likely limiting the group's prospects of making any further
meaningful margin improvements under its restructuring program and possibly
put pressure on its leading position in South East England.  From a
financial perspective, the possible debt-funded acquisition of a number of
Safeway stores could in part apply pressure to Sainsbury's ratings.

Given the group's lack of presence in the North East of England, it is
reasonable to assume that Sainsbury could potentially be cleared to bid for
all the stores in this region that might be divested as the result of a Wm
Morrison/Safeway combination.

If Safeway manages to retain its integrity, competition within the U.K. food
retail sector would continue to intensify, but might not be exacerbated to
the same degree as having Safeway lose its independence to a price-focused
competitor.  The acquisition of Safeway by Philip Green or another financial
buyer would result in a significantly increased level of
leverage, which in turn would limit the group's flexibility to reinvest in
price cuts.  The business positions of the other players would not be
affected by such an outcome.

The research study, entitled "Consumers To Win Out in Bidding War for
Safeway PLC's U.K. Stores Portfolio," is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis system, at
www.ratingsdirect.com.  Alternatively, call one of Standard & Poor's Ratings
Desks: London (44) 20-7847-7400; Paris (33) 1-4420-6705; Frankfurt (49)
69-33-999-223; or Stockholm (46) 8-440-5916.  Members of the media may
contact the Press Office Hotline on (44) 20-7826-3605 or via
media_europe@standardandpoors.com


SPICES FINANCE: Fitch Downgrades Series 2 (PEAS) to 'C'
-------------------------------------------------------
Fitch Ratings, the international rating agency, has downgraded Spices
Finance Ltd. Series 2 (PEAS) notes to 'C' from 'CC' and removed the rating
from Rating Watch Negative.

The issuer, Spices Finance Limited, is a special purpose vehicle
incorporated with limited liability in Jersey.  It currently provides
protection to Morgan Stanley on a USD316.1 million reference portfolio of 91
reference entities with a weighted-average credit quality equivalent to a
'BBB-' (BBB minus) rating using Fitch's rating factors.  The reference
portfolio amount has decreased from the initial US$330 million to US$316.1
million following credit events on Enron, Railtrack, Teleglobe and Mirant.

The credit events to date have eliminated essentially all the credit
enhancement protecting these notes.  In September 2003 it is expected that
the Series 2 principal will be reduced following a loss settlement on energy
firm Mirant, which filed for Chapter 11 creditor protection in July 2003.
Subsequently, the interest payment in November 2003 will be reduced.  At
that time Fitch will consider this as a default on these notes.

The underlying portfolio has seen further deterioration with two more
reference entities migrating into the sub-investment grade area, resulting
in 24 sub-investment grade names as of August 13, 2003.


                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter -- Europe is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc.,
Washington, DC USA.  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 * * *