/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/030902.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, September 2, 2003, Vol. 4, No. 173 Headlines C Z E C H R E P U B L I C CK FISCHER: Court to Lift Remaining Distraint Next Week G E R M A N Y ENERGIE BADEN-WURTTEMBERG: Regrets Ex-CEO's Allegations I R E L A N D ELAN CORPORATION: EPIL Noteholders Agrees to Extend Waivers I T A L Y FIAT AUTO: Reopens Mirafiori with Rehired Workers P O L A N D ELEKTRIM SA: To Sell PTC Stake Only if 'Price is Right' FABRYKA WAGON: Woes Blamed on Shady Slovakian Businessmen S W I T Z E R L A N D ABB LIMITED: Yit Corp. Pays EUR169 Mln for Building Systems Biz SWISS INTERNATIONAL: To Stop Flights from Dehli Starting October U N I T E D K I N G D O M AES DRAX: Accepts International Power's GBP130 Million Offer AES DRAX: New Owner Assures No Jobs Will be Lost in Takeover ARTHUR SANDERSON: Crowson Rescues Firm from Receivership BRITISH BIOTECH: Offer for Vernalis Group Declared Unconditional CABLE & WIRELESS: U.S. Exit Could Drain Entire Reserve CANARY WHARF: Goldman Sachs, Morgan Stanley Submit Joint Bid CORUS GROUP: Russian Investor Eyes Bigger Stake in Steelmaker ECO-BAT TECHNOLOGIES: S&P Cuts Rating to 'B+'; Outlook Stable ELDRIDGE POPE: SDA Limited's Offer Receives Minimal Acceptance KEN BELL: Receivers Offer Business, Assets for Sale LONDON FORFATING: FIMBank's Offer Declared Wholly Unconditional MIDLANDS ELECTRICITY: Bondholders Threaten to Scuttle Rescue PAN ATLANTIC: Scheme Creditors Asked to Establish Claims PHOTO-ME INTERNATIONAL: Denies CEO is Selling His Stakes POCKLINGTON COACHWORKS: Receivers Offer Biz, Assets for Sale POWERHOUSE: Shuts Down Nearly 50% of Stores; Hundreds Lose Jobs REGUS PLC: Achieves Cash Breakeven at Operating Level REGUS PLC: Plans to Exit Chapter 11 Earlier than Expected ROYAL MAIL: First Class Letter Reliability Continues to Improve ROYAL & SUNALLIANCE: Management Shakeup Expected Soon SAFEWAY PLC: Wm Morrison May Lower Bid if Given Green Light WATERFORD WEDGWOOD: Listing Brochure Already Available * Large Companies with Insolvent Balance Sheets ********* =========================== C Z E C H R E P U B L I C =========================== CK FISCHER: Court to Lift Remaining Distraint Next Week ------------------------------------------------------- The last of the distraints on Fischer Air is expected to be lifted Monday next week, according to Czech Happenings. The distraint relates to that filed by Atlantik, a creditor of Vaclav Fischer that recently bought some of the latter's debt. Atlantik now wants the distraint lifted following similar moves by fellow creditors, Czech Airlines CSA and airport operator, CSL. Last Friday, Judge Zdenek Kucera of the District Court in Prague 1 lifted one of the distraints at the request of Atlantik IB, a subsidiary of Atlantik financni trhy, which had agreed with Mr. Fischer on a takeover of his debts in exchange for buying into his three companies, the report said. Mr. Fischer owes some CZK400 million to Komercni Banka and another CZK50 million to CSA and CSL. His debts to about 30 travel agencies selling his tours for commission amount to CZK1.5 million. ============= G E R M A N Y ============= ENERGIE BADEN-WURTTEMBERG: Regrets Ex-CEO's Allegations ------------------------------------------------------- EnBW Energie Baden-Wurttemberg AG would like to make this statement in response to the interview with Gerhard Goll, the former CEO of EnBW, published in the Stuttgarter Zeitung newspaper dated August 26, 2003 and the claims contained in it: (a) EnBW has no knowledge of any obligations of Electricite de France towards EnBW that have not been met. The documentation available to the company provides no indications of this whatever. (b) In response to Mr. Goll's claim that EnBW had attempted to obtain pledged funds since the year 2000 and had repeatedly been consoled with the promise of provision of funds at a later date, it should be noted that Electricite de France's acquisition of a holding in EnBW was not approved under the relevant antitrust legislation by the E.U. Commission until February 2001 and that EDF did not become a shareholder of EnBW until March 2001. (c) At no time did EnBW request Electricite de France to play a role in financing the acquisition of Neckarwerke Stuttgart. (d) EnBW considers Gerhard Goll's role in helping to make strategic partner Electricite de France a major shareholder to be one of his finest achievements and finds it regrettable that he himself should retrospectively call this achievement into question. (e) In recent weeks, EnBW has refrained from blaming any party for the unexpected losses that were recorded in the first half of 2003; the Group explicitly distances itself from unfounded or incorrect speculations concerning individual aspects of the burdens on earnings. (f) EnBW distances itself from all attempts to direct accusations at or shift blame to the shareholders. There are no grounds whatever for criticism of the shareholders of EnBW in this matter. In contrast, however, EnBW shareholders had and have the right to voice clear criticism of the situation on the earnings front. (g) None of the "legacy burdens" that place a burden on the first-half earnings for 2003 are connected either logically or factually with the criticisms leveled at Electricite de France by Gerhard Goll. Consequently, even the attempt to suggest that Electricite de France is in some way responsible for the situation that arose in the first half of 2003 is totally unsupported by evidence of whatever kind. (h) EnBW does not wish to make any further comments on the various claims made by Gerhard Goll. CONTACT: ENBW ENERGIE BADEN-WURTTEMBERG AG Communications Department Durlacher Allee 93 76131 Karlsruhe Phone: +49 (07 21) 63-1 43 20 Fax: +49 (07 21) 63-1 26 72 E-Mail: unternehmenskommunikation@enbw.com ============= I R E L A N D ============= ELAN CORPORATION: EPIL Noteholders Agrees to Extend Waivers ----------------------------------------------------------- Elan Corporation, plc (NYSE: ELN) announced Friday 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. and Elan Pharmaceutical Investments III, Ltd. The agreements extend to September 5, 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 Friday. Elan did not pay a fee in connection with these waivers. 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 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. CONTACT: ELAN CORPORATION, PLC Investors: (U.S.) Jack Howarth Phone: 212-407-5740 or 800-252-3526 Investors: (Europe) Emer Reynolds Phone: 353-1-709-4000 or 00800-28352600 ========= I T A L Y ========= FIAT AUTO: Reopens Mirafiori with Rehired Workers ------------------------------------------------- Continuing its trend of rehiring workers at the Mirafiori plant, Fiat Auto has completely reopened the plant Monday and workers have returned to work, with the exception of 1800 people laid off. Agenzia Giornalistica Italia news agency said the return to work will coincide with the presentation in Lisbon of the New Panda, the vehicle that together with the Ypsilon and the new Idea mini van should relaunch Fiat. Last week, TCR-Europe reported that there has been a partial return to work at the Fiat plants in Mirafiori. A total of 2,400 workers returned to the plant to make the "Punto" and the "Idea" car models. Production at Fiat's other plants has also been restarted. This month Fiat is expected to name the new head of Fiat Auto. Press reports have speculated that Ford Europe's former chairman, Martin Leech, will take the place of Giancarlo Boschetti as Fiat Auto's chairman. =========== P O L A N D =========== ELEKTRIM SA: To Sell PTC Stake Only if 'Price is Right' ------------------------------------------------------- Zygmunt Solorz, the head of Elektrim Telekomunikacja's, said he will only allow the sale of part of Polska Telefonica Cyfrowa to proceed if there is a guaranteed amount that would enable him to pay Elektrim's liabilities, according to Warsaw Business Journal. The statement follows Deutsche Telekom's offer for the purchase of a 51% stake of Polska Telefonia Cyfrowa for EUR1 billion from Elektrim Telekomunikacja. Deutsche Telekom currently owns 49% of Polska Telefonia Cyfrowa, through its mobile division T-Mobile and subsidiaries, with the remaining 51% owned by Elektrim and Vivendi through Elektrim Telekomunikacja. "Everything was planned much earlier. I am sure that Deutsche Telekom has already made an agreement with Vivendi behind our back," said Mr. Solorz. But he said he would only allow a sale if he is assured of a EUR450 million capital injection. According to him, the amount that would enable the company to pay its companies is the only justification for any withdrawal from its engagement with the Era GSM operator. The report added that according to unofficial information, Elektrim's directors have already accepted the offer. The supervisory board is set to discuss the issue September 4. FABRYKA WAGON: Woes Blamed on Shady Slovakian Businessmen --------------------------------------------------------- Slovakian businessmen connected with companies that collectively own the ailing Fabryka Wagon are suspected of financial fraud, Warsaw Business Journal said, citing Slovakian daily SME. According to the report, the businessmen, who were also connected with railway carriages producer, Tatravagonka, are accused of illegal money transfers as well as signing disadvantageous contracts with Swiss-based firms. Fabryka Wagon is owned by a consortium of Swiss-based Partner Marketing and Tatrawagon, and Polish company Partner Group. Vladimir Klepanec, who is allegedly a member of the Slovakian mafia, Ondrej Zemba, who took over Tratravagonka, is one of the owners. Fabryka Wagon, the biggest employer in the City with 2,300 staff, has been unable to resolve its financial problems, and bankruptcy cannot be ruled out, Fitch Ratings said in its International Public Finance issue in June. It has debts totaling PLN77 million (EUR19.2 million). CONTACT: FABRYKA WAGON SA. ul. Wroclawska 93. 63-400 Ostrow Wielkopolski. Polska. Phone: +48 62 595 34 11 Fax: ++48 62 595 36 15 E-mail: mr@fabryka-wagon.pl ===================== S W I T Z E R L A N D ===================== ABB LIMITED: Yit Corp. Pays EUR169 Mln for Building Systems Biz --------------------------------------------------------------- On Friday, YIT Corporation paid to ABB Ltd. EUR169.2 million in cash for the purchase of ABB's Building Systems operations in Finland, Sweden, Norway, Denmark, the Baltic countries and Russia. Building Systems offers technical building systems and property and industrial services. The cash amount was determined in accordance with the deal agreement signed by YIT and ABB on July 4, 2003, such that the negative difference of the assets and liabilities of the balance sheet items being transferred in the asset purchase transactions was subtracted from the transaction value. The purchase price will be finalized in November 2003, when the audited balance sheet calculations concerning the situation at the end of August have been completed. The transaction had to be approved by the competition authorities before it entered into force. The Finnish Competition Authority approved the Finnish end of the deal on July 18, 2003, and the Swedish Competition Authority (Konkurrensverket) approved it on July 23, 2003. The Lithuanian Competition Authority approved the deal on August 28, 2003. The acquisition was consummated on August 29, 2003, and the business functions were transferred to YIT on the same day. YIT is financing the acquisition with debt capital. CONTACT: YIT CORPORATION Veikko Myllyperkio Vice President, Corporate Communications Reino Hanhinen, Group CEO, YIT Corporation, Phone: +358 20 433 2454, E-mail: reino.hanhinen@yit.fi SWISS INTERNATIONAL: To Stop Flights from Dehli Starting October ---------------------------------------------------------------- Swiss International Airlines, the ailing carrier battling to find its niche in the overcrowded airline industry, has suspended its six flights a week from Delhi as part of an international restructuring program. According to Kiplinger.com, flights from Delhi will be suspended starting October 26, 2003. However, daily flights from Mumbai will continue. Swiss was formed in April 2002 from the remains of failed Swissair and the regional carrier Crossair with a CHF2.7 billion private-public cash drive. It is going through its biggest restructuring ever and has slashed its fleet and workforce by about a third and cutting route network by over a quarter. It is currently in talks with British Airways-led OneWorld alliance and with Lufthansa AG, which is part of the Star Alliance. =========================== U N I T E D K I N G D O M =========================== AES DRAX: Accepts International Power's GBP130 Million Offer ------------------------------------------------------------ International Power has won the bid to rescue AES Drax, U.K.'s largest power station, according to the Financial Times. The London-based owner of power plants in Texas and Abu Dhabi, lodged a GBP130 million- offer, topping that of Goldman Sachs, the investment bank, BHP Billiton, the mining group, and Miller, McConville, Christen, Hutchison & Waffell, a New York-based energy group. The offer includes 71p for each GBP1 of A2 tranche debt of AES, 55p for B tranche of debt, and 1p for C tranche. Subject to creditors approval, International Power will spend a total of GBP130 million on 38% of Drax's debt. Later, the debt will be converted to equity in the restructuring. The former owner of Drax, AES, offered 47p for each GBP1 of A tranche debt in July. The bid was rejected and AES withdraw from the negotiating table. "It was a finely balanced competition but IP is the best partner," said Gerald Wingrove, financial director of Drax Power. Directors of the U.K. power station during the weekend said International Power and AES Drax were already in exclusive talks. A financial restructuring is expected by the end of the year after International Power reaches agreement with creditors. Creditors have until early December to decide whether to sell their debt to IP or continue on shareholders in Drax. Drax is envisaged to eventually run independently, but with International Power on board. AES DRAX: New Owner Assures No Jobs Will be Lost in Takeover ------------------------------------------------------------ Jobs are safe under the takeover of U.K.'s largest power stations by International Power, the rescuer's CEO David Crane said, according to the Telegraph. International Power is currently in exclusive talks to acquire AES Drax after winning the bid battle to save the power station with a GBP130 million- offer. Mr. Crane referring to AES' plant in North Yorkshire said that while the company focuses on the fundamentals like safety and cost cutting "there is no point [in internal discussions] of our financial model based on improving profitability by reducing numbers at the plant." The site employs 480 people. The report cited Gerald Wingrove, finance director of Drax, saying: "We think that the financial offer made by International Power is very attractive as it will be providing some technology input and support and will have a non-executive director on the board." ARTHUR SANDERSON: Crowson Rescues Firm from Receivership -------------------------------------------------------- Crowson Fabrics, one of the world's leading producers, designers and suppliers of home furnishings, is believed to have taken over home furnishing group Arthur Sanderson & Sons, a month after it went into receivership. According to This is London, Crowson is expected to pay about GBP10 million for the company, whose archives include designs by founder of Arts and Crafts movement William Morris. Other bidders were the owner of Harlequin wallpaper, Walker Greenbank, CWV Holdings, and Vymura. Early last month, Sanderson called in administrative receivers after running out of funds before it could complete its restructuring. One receiver said: "Sanderson was in the final stages of the business turnaround, however, due to adverse trading conditions in the second quarter, combined with restructuring costs, the company exhausted its facilities." Sanderson had debts of GBP4 million, according to a spokesman for the receiver. Manufacturing plants in Blackburn and Bolton, Lancashire, have already been closed by the receivers with the loss of 120 jobs. Established in 1860, Sanderson distributes fabrics, wallpapers, prints, bed linen, curtains and paints. It was bought by the management from Dutch equity firm Gamma in 1998. BRITISH BIOTECH: Offer for Vernalis Group Declared Unconditional ---------------------------------------------------------------- British Biotech is pleased to announce that, all of the conditions of the Offer having been satisfied or waived (other than the condition as to Admission), the Offer is now declared unconditional in all respects (save as to Admission). Application has been made to the U.K. Listing Authority and the London Stock Exchange for up to 80,614,673 New British Biotech Shares, which are to be issued to Vernalis Shareholders in consideration for their Vernalis Shares, to be admitted to the Official List and to trading on the London Stock Exchange's market for listed securities. It is expected that Admission will become effective and dealings will commence at 8 a.m. on September 1, 2003. By 3.00 p.m. on August 28, 2003, being the second closing date of the Offer, valid acceptances of the Offer had been received in respect of 76,328,753 Vernalis Shares, representing approximately 87.29% of the existing issued share capital of Vernalis. The total number of acceptances includes acceptances in respect of 39,931,897 Vernalis Shares (representing approximately 45.67% of the existing issued share capital of Vernalis) from holders who gave irrevocable undertakings to accept the Offer, being the Vernalis Directors, Gartmore, Invesco, and Jupiter. Settlement of the consideration to which Vernalis Shareholders are entitled will be effected within 14 days of Admission in the case of valid acceptances received by that date, and within 14 days of receipt in the case of valid acceptances received after that date and while the Offer remains open for acceptance. The Offer will remain open for acceptance until further notice. Vernalis Shareholders who have not yet accepted the Offer are urged to complete and return their Form of Acceptance to the receiving agent, Capita IRG Plc, as soon as possible. As stated in the Offer Document, British Biotech intends to procure the making of an application by Vernalis for the cancellation of the listing of the Vernalis Shares on the Official List and of trading in Vernalis Shares on the London Stock Exchange's market for listed securities. When British Biotech receives acceptances under the Offer in respect of, and/or otherwise acquires, 90% or more of the Vernalis Shares to which the Offer relates, British Biotech intends to exercise its rights pursuant to the provisions of Sections 428 to 430F of the Companies Act to acquire compulsorily any outstanding Vernalis Shares. Save as disclosed in this announcement or the Offer Document, neither British Biotech nor any person deemed to be acting in concert with British Biotech for the purpose of the Offer owned or controlled any Vernalis Shares or rights over Vernalis Shares immediately prior to the commencement of the Offer Period, or has acquired or agreed to acquire any Vernalis Shares (or rights over Vernalis Shares) since the commencement of the Offer Period. Terms defined in the Offer Document dated 25 July 2003 have the same meaning in this announcement, unless the context otherwise requires. CONTACT: BRITISH BIOTECH PLC Phone: +44 (0) 1865 781 166 Dr. Peter Fellner, Chairman Simon Sturge, Chief Executive Tony Weir, Finance Director JPMORGAN Phone: +44 (0) 20 7777 2000 Julian Oakley BRUNSWICK GROUP Phone: +44 (0) 20 7404 5959 Jon Coles CABLE & WIRELESS: U.S. Exit Could Drain Entire Reserve ------------------------------------------------------ Potential bidders of Cable & Wireless have reached a conclusion that the ailing telecom provider's retreat from the U.S. could see its entire GBP1.6 billion cash reserve wiped out. The bidders have read Cable & Wireless's prospectus on the businesses, and produced a report with the help of investment bank Greenhills. According to Independent News, the document provides detailed financial information on the three U.S. businesses -- Exodus, Digital Island and the former MCI cable network. Sources who have studied the information believe that covering liabilities of these businesses, in case of closure, will cost around GBP1.6 billion. "The costs could exceed the cash it has in the bank," a private equity industry source told the Independent. City analysts had previously estimated it would cost GBP700 million to close the U.S. operation. However, Cable & Wireless Chairman Richard Lapthorne has refused to put a cost on the exit for fear of prejudicing the sale. Cable & Wireless' troubles stem from the pivotal decision of its former CEO Graham Wallace, who lavished GBP9 billion on companies in the U.S. on a presumption that there will be a sudden upsurge on demand for telecoms related to the Internet. It is now hoping to find a company that would be willing to take the U.S. businesses off its hands. CANARY WHARF: Goldman Sachs, Morgan Stanley Submit Joint Bid ------------------------------------------------------------ Although fierce rivals in investment banking, Goldman Sachs and Morgan Stanley are jointly bidding for Dockland property company, Canary Wharf, The Independent said yesterday. Their GBP1.6 billion offer has made the bidding a two-horse race with Canadian property company, Brascan, according to the report. The Glick family, which controls 14% of Canary Wharf, is reportedly backing the banks. It is not clear why they decided to join forces, but speculations are rife that it is because Canary Wharf is already highly leveraged and a bidder would need to ensure a substantial portion of its offer in cash rather than debt, the paper said. The new development leaves Canary Wharf Chairman Paul Reichmann, who controls nearly 8% of the company, with two choices: (1) form his own bidding consortium or (2) side with either of the bidders. Last week he revealed he was "discussing his possible involvement with third party potential offerors," according The Independent. The company also said Mr. Reichmann had indicated he might consider forming a consortium to make an offer for the company "depending on the outcome of these discussions and the terms of any offers" for Canary Wharf. "At the moment, it's a two-horse race. But what Paul Reichmann chooses to do really will be key. If he sides with Brascan, it obviously opens it all up, but he's got dual motives. He's interested as an investor but he'd also probably be interested in still being involved in running the company," an unnamed source told The Independent. The report did not indicate how much money Brascan is offering. CORUS GROUP: Russian Investor Eyes Bigger Stake in Steelmaker ------------------------------------------------------------- Russian businessman, Alisher Usmanov, is intent on expanding his shareholding in Corus Group Plc and he's got the money to do it, according to The Independent. Citing a U.S. Securities and Exchange Commission disclosure, the paper said Mr. Usmanov recently took out a US$100 million credit line purely for the "purchase of securities and derivative financial instruments issued by Corus." Currently, the businessman, who controls iron ore and steel production plants in the Ural mountains in Russia, has a 7% stake in Corus through his Cyprus-based affiliate, Gallagher Holdings. With his money right now, the paper estimates he could raise his stake in Corus to at least 10%. This shareholding could give him a board seat if he insists, but he appears not interested. In an interview with The Independent on Sunday, Mr. Usmanov said he would buy shares in Corus according to market conditions, adding that he had the ability to extend his US$100 million loan. He is interested in selling his steel to Corus "to reduce their costs," according to the report. ECO-BAT TECHNOLOGIES: S&P Cuts Rating to 'B+'; Outlook Stable ------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on U.K.-based lead recycling group Eco-Bat Technologies PLC to 'B+' from 'BB-' following a sharp deterioration in the company's financial performance. The outlook is stable. At the same time, Standard & Poor's lowered its senior unsecured debt rating on the company to 'B' from 'B+'. "The deterioration in Eco-Bat's financial performance is due to the combination of a low lead pricing environment; the weakening of the U.S. dollar against the euro and, to a lesser extent, the British pound sterling; and lower like-for-like sales volumes," said Standard & Poor's credit analyst Tommy Trask. Eco-Bat's financial performance has been affected by these negative factors more than was previously anticipated. For the six months to June 30, 2003, the group had funds from operations (FFO) of GBP2.6 million (US$4.1 million) compared with an estimated �7.4 million in the equivalent period in 2002. Furthermore, the group's recent poor performance follows a significant (relative to the company's small size) acquisition in the U.S. Not only have the additional businesses not generated enough additional FFO as expected, but the debt burden of the company is now larger than it was in 2002. As a result, annualized FFO to net debt dropped to 3.6% in the year to June 30, 2003, from 16.5% in the same period 2002. At June 30, 2003, the company had total debt of GBP143.9 million. "Eco-Bat is expected to have stronger earnings and cash flow in the second half of 2003, however, following a recovery in the price of lead to US$487 per metric ton compared with an average of US$458 per metric ton in the first half," said Mr. Trask. "In addition, the euro is not expected to significantly weaken further against the U.S. dollar." ELDRIDGE POPE: SDA Limited's Offer Receives Minimal Acceptance -------------------------------------------------------------- On August 7, 2003, SDA Limited announced a tender offer to purchase up to 4,779,342 ordinary shares in Eldridge, Pope & Co., p.l.c. at 165 pence per ordinary share. At the close of the tender offer at 3.00 p.m. on August 28, 2003, tenders had been received for a total of 538,495 ordinary shares of 50 pence each, representing 2.18% of the Eldridge Pope ordinary shares in issue. Settlement arrangements will be made in accordance with the terms of the tender offer document. Following the completion of the tender offer, SDA and Mr. Michael Cannon will together beneficially own 3,180,495 Eldridge Pope ordinary shares, representing approximately 12.85% of the Eldridge Pope ordinary shares in issue. CONTACT: SDA Peter Large Phone: 01865 263000 PRICEWATERHOUSECOOPERS LLP Financial Advisers to SDA Sean Williams Phone: 020 7213 5579 Gerry Young KEN BELL: Receivers Offer Business, Assets for Sale --------------------------------------------------- The Joint Administrative Receivers, Ian Brown and Adrian Berry, offer for sale the business and assets of The Ken Bell Seafood Company Limited, the North East based seafood processor. Features: sales of GBP22 million; an existing base of U.K. and European customers; long leasehold premises including 2,600 sq. m frozen processing facility and a 1,000 sq. m cold store; new high care chilled processing facility and store 1,700 sq. m; offer freehold premises for frozen processing 1,200 sq. m; dedicated and skilled workforce with expertise in prawn and langoustine processing. CONTACT: DELOITTE & TOUCHE LLP Gainsborough House 34-40 Grey Street Newcastle upon Tyne NE1 6AE Contact: Greg Whitehead Phone: 0191 202 5415 Fax: 0191 202 5401 E-mail: greg.whitehead@deloitte.co.uk LONDON FORFATING: FIMBank's Offer Declared Wholly Unconditional --------------------------------------------------------------- These text is extracted from a letter which will shortly be sent to London Forfaiting Shareholders by the Board of London Forfaiting, containing details in respect of FIMBank (U.K.)'s wholly unconditional offer, and certain Board changes which have been made with immediate effect: On August 28, FIMBank (U.K.) announced that as at 3.00 p.m. (London time) on August 27, 2003 valid acceptances of the recommended cash offer made by WestLB on behalf of FIMBank (U.K.) for the entire issued and to be issued share capital of London Forfaiting had been received from the holders of, in aggregate, 68,234,824 London Forfaiting Shares, representing approximately 65.1% of the London Forfaiting Shares to which the FIMBank Offer relates. FIMBank (U.K.) also announced on that date that the FIMBank Offer had been declared unconditional in all respects. FIMBank (U.K.) has, therefore, acquired 65.1% of the London Forfaiting Shares to which the FIMBank Offer relates. On August 15, 2003, Resurge plc announced its intention to make an offer for London Forfaiting. Resurge plc has on Friday announced that it is no longer proceeding with an offer for London Forfaiting. London Forfaiting Shareholders will not now receive any further correspondence from Resurge plc and there is no further action they need to take in respect of previous correspondence from Resurge plc. In accordance with the arrangements set out in Appendix IV paragraph 6(b) of FIMBank's offer document dated July 22, 2003 the directors of London Forfaiting have today resigned from the Board of London Forfaiting. The Board has instructed Kinmont, which has given financial advice to London Forfaiting in the context of the FIMBank Offer, to monitor the outstanding obligations of FIMBank (U.K.) in the context of the FIMBank Offer. Shareholders with outstanding queries in relation to the offer should contact Capita IRG on telephone number 0870 162 3100. Najeeb H.M., Al-Saleh, Claude L. Roy and Margrith Lutschg-Emmenegger have been elected Directors with immediate effect. London Forfaiting Shareholders should note FIMBank (U.K.)'s intention to seek cancellation of the listing of London Forfaiting Shares on the Official List and the cancellation of trading in London Forfaiting Shares on the London Stock Exchange and the fact that this would significantly reduce the marketability of any London Forfaiting Shares not assented to the offer. The Directors of London Forfaiting urge London Forfaiting Shareholders who have not already accepted the FIMBank Offer do so as soon as possible, as they have done in respect of all of the London Forfaiting Shares in which they are interested. Yours sincerely Jack Wilson Chairman CONTACT: KINMONT Phone: 020 7493 8488 Gavin Kelly/Fraser Shand HOGARTH PARTNERSHIP Phone: 020 7357 9477 Nick Denton/Andrew Jaques MIDLANDS ELECTRICITY: Bondholders Threaten to Scuttle Rescue ------------------------------------------------------------ Midlands Electricity bondholders are demanding that Scottish & Southern Energy increase its GBP1.1 billion offer to take over the debt-laden electricity provider, according to the Telegraph. The bondholders, who are owed around GBP600 million, want an extra GBP50 million. They are currently offered just 82p in the pound for every bond they own. Executives from Scottish & Southern Energy are scheduled to meet Midlands' creditors, and American parents, Aquila and First Energy in the U.S. in the next few days. But bondholders are threatening to block a possible deal with their reluctance to accept the offer. They are expected to say they are willing to wait for another bidder. The report said that while the proposal was seen as a coup, Scottish & Southern Energy remained unwilling to pay more for the acquisition as it insisted that it faces uncertain regulatory risks. Aquila and First Energy, meanwhile, were also demanding GBP43 million of the sale price, but bondholders are insisting they be given priority as they "take on the lion's share of the risk." They also argued that as long-term lenders to Midlands, they are being deprived of future interest payments if they agree to sell their bonds, according to the report. PAN ATLANTIC: Scheme Creditors Asked to Establish Claims -------------------------------------------------------- In the High Court of Justice (in England and Wales) Chancery Division Companies Court No. 3308 of 2003 PAN ATLANTIC INSURANCE COMPANY LIMITED and in the Matter of the Companies Act 1985 Notice is hereby given that, by an Order dated July 22, 2003 made in the High Court of Justice of England and Wales in the matterof Pan Atlantic Insurance Company Limited, the scheme of arrangement proposed to be made between the Company and its Scheme Creditors pursuant to section 425 of the Companies Act 1985 which was voted on and approved by Scheme Creditors at a meeting held on July 9, 2003, was sanctioned. A copy of the Order was lodged with the registrar of companies on July 24, 2003, and the Scheme became effective on that date. Scheme Creditors wishing to claim in the Scheme must complete and return Claim and Certificate Forms in accordance with the instructions accompanying them and the provisions of the Scheme, by the Bar Date, being September 18, 2003. Failure to do so will result in the Scheme Creditor concerned not being entitled to claim a dividend under the Scheme. Should you have any questions regarding this Notice, please address them to Edward Walker at: Grant Thornton Grant Thorton House Melton Street, Euston Square\ London NW1 2EP Phone: +44 (0) 870 991 2261 Fax: +44 (0) 20 7383 4077 E-mail: EdwardJ.Walker@gtuk.com PHOTO-ME INTERNATIONAL: Denies CEO is Selling His Stakes -------------------------------------------------------- Photo-Me International denied reports in the Financial Mail on Sunday that its Chief Executive Serge Crasnianski has plans of selling any of his holdings in the company. As for non-executive chairman Dan David, who was earlier reported to have similar plans, the company said he may or may not wish to sell some of his holding, comprising 65,787,310 shares (18.1% of Photo-Me's issued share capital). Mr. Crasnianski is the largest shareholder in Photo-Me, owning more than 69 million shares or 19.1%. His holding is worth GBP80 million. Mr. David owns 65.8 million shares worth GBP76.3 million. Photo-Me reported a loss of GBP2.2 million in the year to April. Shares in the company hit a low of 191/ 2p earlier in the year, but is seen recovering, closing on Friday at 116p. The company has not paid dividend since 2001. POCKLINGTON COACHWORKS: Receivers Offer Biz, Assets for Sale ------------------------------------------------------------ The Joint Administrative Receivers C P Holder and S C E Mackellar offer for sale the business and assets of Pocklington Coachworks Limited. Features: freehold property (38,000 sq. ft.) located on 2.5 acre site near York; established for 8 years; annual turnover of approximately GBP4.5 million; manufacturer of bespoke and generic coach built vehicles; users include Formula One, World Rally Championship and World Super Bike teams, outside broadcasters and the automotive sector; significant design and engineering expertise; highly experience and skilled workforce. CONTACT: KROLL LIMITED 5th Floor, Airedale House 77 Albion Stree, Leeds LSI 5AP Phone: 0113 386 0800 Fax: 0113 244 9305 E-mail: jjackson@krollworldwide.co.uk POWERHOUSE: Shuts Down Nearly 50% of Stores; Hundreds Lose Jobs --------------------------------------------------------------- U.K.'s third largest electronics retailer, PowerHouse, closed almost half of its outlets on Friday with the loss of around 800 jobs. Administrative receiver Deloitte & Touche did not reveal the names of the stores to be shuttered, but it is certain that there were 93 that would no longer be open to the public. Deloitte & Touche is now in the process of finding buyers for the remaining 130 PowerHouse shops. Argos-to-Homebase retail giant GUS, Comet owner Kesa Electricals and Dixons are believed to be among those interested. Deloitte partners Nick Dargan and Neville Kahn said in a statement last week they had already received initial inquiries about the shops. Mr. Dargan added: "We are working with a number of parties who have expressed interest and are providing them with further financial information." PowerHouse's went into the hands of administrators on August 20 after a trade insurer abandoned some of its suppliers. REGUS PLC: Achieves Cash Breakeven at Operating Level ----------------------------------------------------- Regus plc, the global serviced office provider (LSE: RGU), announces its results for the six months ended June 30, 2003. The Regus Group continued to make steady progress during the period. In late December 2002, Regus successfully recapitulated its business through the sale of a majority interest in its U.K. operations. This placed Regus on a firm financial footing allowing management to focus its attention elsewhere during the first half of 2003. In mid-January, Regus filed for Chapter 11 creditor protection under the U.S. Bankruptcy Code in order to reorganize the Group's principal loss-making operations that were in the U.S. Regus was the first listed British company to take this radical step. Today, it is pleased to announce the successful completion of that reorganization process and its planned exit from Chapter 11. During the period, Regus also reorganized some of its smaller operations elsewhere around the world. As a result, the Regus Group as a whole has now moved to cash break-even at the operating level on a global basis. Regus is also seeing other positive signs. Inquiry levels and the contracted forward order book remain strong and new orders for workstations in the second quarter were up 8% on the first quarter. During the half-year, major corporate outsourcing deals totaling approximately GBP30 million were transacted with leading companies such as IBM, Starbucks, Xerox, Kodak and Oracle. Our key indicator Revenue per Available Workstation (REVPAW) at GBP2,213 was up 5% on the first half of last year. However, as a result of the reorganization in the U.S., overall turnover at GBP129 million was down slightly (4%) on the first half of 2002. At 30 June 2003, cash at bank totaled GBP49.5 million of which GBP21.6 million was free cash. In July, we received GBP10 million in connection with the deferred consideration from the sale of a majority stake in Regus U.K. Cash generation nevertheless remains the Board's main priority. Regus Chairman John Matthews commented: "We are continuing to make steady progress. With major reorganization now behind us, Regus is well placed to benefit from any sustained upturn in its key markets around the globe." To See Financial Statements: http://bankrupt.com/misc/Regus_Interim.htm CONTACT: REGUS PLC Stephen Jolly Phone: +44 1932 895135 FINANCIAL DYNAMICS David Yates Richard Mountain Phone: +44 20 7269 7291 REGUS PLC: Plans to Exit Chapter 11 Earlier than Expected --------------------------------------------------------- Regus plc, the world's largest provider of serviced offices, announced a Plan of Reorganization that will result in the company exiting Chapter 11 of the Bankruptcy Code of the United States at an earlier date than expected. This follows the successful restructuring of Regus' U.S. operations. Subject to the necessary court, creditor and shareholder approvals being achieved, Chapter 11 has enabled the Regus Group to restructure a U.S. business, which was losing US$4 million per month. As a result of this and other actions, the Group as a whole has now moved to cash break-even at the operating level on a global basis. Details of the Group's interim financial performance have been released in a separate announcement. This sets out half-year results for the period ended June 30, 2003. Regus Chairman John Matthews commented: "We are delighted with [Fri]day's news. Exiting Chapter 11 within 12 months is a very positive result. With major reorganization now behind us, Regus is well placed to benefit from any sustained upturn in its key markets around the globe." ***** Regus' Plan of Reorganization has been agreed upon and recommended by the committee of creditors appointed under the U.S. Bankruptcy Code. The proposed Plan together with the disclosure statement relating to the Plan have been filed with the U.S. bankruptcy court. The U.S. bankruptcy court will hold a hearing to determine whether the Disclosure Statement contains adequate information to enable the creditors to make an informed decision whether to accept or reject the proposed Plan. Following the U.S. bankruptcy court's approval of the Disclosure Statement, it, along with the Plan, will be sent to creditors and shareholders for their approval, with a formal exit from Chapter 11 expected to occur after the creditors and shareholders have voted on the proposed Plan and after the U.S. bankruptcy court has held a subsequent hearing to approve and confirm the proposed Plan. For preferred creditors, the terms of the Plan include the payment of US$6.0 million immediately in cash and the payment of US$1.2 million over six years. In respect of the bulk of the Chapter 11 claims of US$41.5 million, creditors have the option of exchanging their claims for either: (i) new ordinary shares in either a new London listed holding company that will be introduced above Regus by way of a scheme of arrangement under section 425 of the Companies Act 1985 or if for any reason the scheme does not go ahead, new ordinary shares in Regus itself, in each case at 35p per share; or (ii) convertible unsecured loan stock repayable over 3 to 6 years. Further details of the terms of the equity and loan stock offers are set out in the Appendix to this release. In addition, Regus has restructured the leases of its joint venture in the U.S. with Equity Office Properties (EOP). Under the terms of this agreement, Regus will issue US$12.8 million of 7% unsecured loan stock to EOP, repayable over the next 5 years. U.S. bankruptcy practice dictates that illustrative projections are included in the Plan. These illustrative projections anticipate the reconstructed Regus Group being EBIT positive and cash generative in 2004. Extracts from these projections are included in the Appendix to this release. The illustrative projections have been prepared solely for the specific purposes of the Chapter 11 process and have not been prepared to comply with guidelines from the SEC or the American Institute of Certified Public Accountants. The illustrative projections have not been prepared as representing, and are not intended to represent, profit forecasts within the meaning of paragraph 12.23 of the Listing Rules of the U.K. Listing Authority and should not be relied upon as such. Events and circumstances frequently do not occur as expected and the Group's actual results may therefore differ materially from the illustrative projections. Regus' independent auditors have not examined or compiled the illustrative projections. The scheme of arrangement under which it is intended that Newco will be introduced as the new holding company of the Group will involve existing Regus shareholders being issued with new shares in Newco in exchange for their existing shares in Regus. If the scheme is approved, Newco will also issue the Plan Shares required to be issued to creditors on implementation of the Plan and on conversion of the convertible unsecured loan stock issued under the Plan. If the scheme is approved, Newco will also guarantee the unsecured loan stock issued to creditors and EOP under the Plan. It is expected that the scheme circular, listing particulars and related documentation will be posted to shareholders in September, along with Regus' Plan of Reorganization and accompanying Disclosure Statement, and that the meetings of shareholders and creditors to confirm the Plan and approve the other necessary steps will be held during October, with the formal exit from Chapter 11 and implementation of the Plan following in November. Copies of Regus' draft Disclosure Statement and Plan of Reorganization, which are subject to the approval of the U.S. bankruptcy court, have been submitted to the U.K. Listing Authority and are available for inspection at the U.K. Listing Authority's Document Viewing Facility, which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS To See Appendix: http://bankrupt.com/misc/Regus_Appendix.htm CONTACT: REGUS PLC Stephen Jolly Phone: +44 1932 895 135 FINANCIAL DYNAMICS David Yates/Richard Mountain Phone: +44 20 7269 7291 ROYAL MAIL: First Class Letter Reliability Continues to Improve --------------------------------------------------------------- First Class mail reliability has reached its highest levels since the summer of 1998, improving throughout the first quarter of the financial year to more than 93% in June. Figures released August 29 for April-June show improvements to all Royal Mail services. First class quality of service improved throughout the quarter to 93.2%. Cumulatively for the three months, First Class mail performance was 92.3% -- on course to meet the end of financial year target (03/ 04) of 92.5%. This is the strongest quarterly performance since the summer of 1998 and the trends are the best for nearly a decade. Royal Mail's last full-year result of more than 92% for First Class was in 1995/96. Royal Mail Chief Executive Adam Crozier said: "Our people are working hard to continue driving the results in the right direction. The latest figures show that their efforts for our customers are paying off." But he warned that the current threat of industrial action by the Communication Workers Union was undermining customer confidence and the efforts of postal workers. "These latest results demonstrate our ability to improve our performance. Consistently reliable services will keep customers with us and win new business. But all this will be thrown away if there is industrial action. We are offering our postmen and women 14.5% -- the best offer we can make in a business that lost GBP611 million last year. I urge them to vote against industrial action." Royal Mail results for April to June show the reliability of Royal Mail's flagship Special Delivery service is at 99.2%. Second Class reliability is at 98.6%, ahead of its end of year target of 98.5%. Mr. Crozier said the gap was closing against other key targets, with improvements to specialist business services and postcode area performance. "There is more to do and we are working on quickening the pace of improvements but every service is achieving better results." CONTACT: ROYAL MAIL 148 Old Street LONDON EC1V 9HQ Homepage: http://www.royalmail.com ROYAL & SUNALLIANCE: Management Shakeup Expected Soon ----------------------------------------------------- Royal & SunAlliance chairman, John Napier, is understood to have given a number of executives a hint about an impending shakeup in the firm's senior management, according to The Telegraph. The move could follow an earlier boardroom shakeup in July initiated by the chairman that resulted to three long-serving non-executives being asked to leave. The news emerged just as Royal & SunAlliance CEO Andy Haste prepares to unveil the initial results of a thorough review of the insurer's business. Mr. Haste tasked two consultancies to conduct the review after he was appointed to replace ousted Bob Mendelsohn in December. He is expected to present a report during the unveiling of the company's interim results on Thursday. Royal & SunAlliance is also expected to announce the launching of a GBP900 million rights issue. According to the report, dealers have been told that the two-for-three issue is likely to be priced at around 100p, compared with Friday's closing price of 138.5p, down 5.75p. SAFEWAY PLC: Wm Morrison May Lower Bid if Given Green Light ----------------------------------------------------------- U.K. supermarket chain Wm Morrison is mulling over lowering its takeover offer for Safeway to make it consistent with the steep decline in the supermarkets group's performance, according to This is London. Wm Morrison is offering GBP2.9 billion to take over the rival. It is expected to decide whether to revise its bid after the Department of Trade and Industry rules regarding which among Wm Morrison, Asda, Tesco, and Sainsbury could proceed with an offer. According to the report, Wm Morrison believes the decline in Safeway's justifies a move to reduce its present offer of 1.32 shares for every Safeway share. Safeway's share of the market fell from 9.9% last year to 9.3% in the quarter to mid-August. Morrison's market share has risen from 5.8% to 6.1%. City analysts speculate Wm Morrison could lower its offer to 1.25 shares, making its bill GBP2.7 billion instead of GBP2.9 billion. Talks regarding Safeway's takeover has run on for eight months now. WATERFORD WEDGWOOD: Listing Brochure Already Available ------------------------------------------------------ Application has been made to the Irish Stock Exchange and to the U.K. Listing Authority for 7,715,073 stock units in the capital of Waterford Wedgwood plc, to be admitted to the official list of the Irish Stock Exchange and the official list of the U.K. Listing Authority, and to the London Stock Exchange and the Irish Stock Exchange for such shares to be admitted to trading. These shares have been allotted pursuant to the company's Scrip Dividend Offer. These shares rank pari passu in all respects with existing shares. Copies of this brochure are available following the date hereof for fourteen days from Waterford Wedgwood plc and from the UKLA at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. * 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 (101) 1,151 179 Bull SA BULP (760) 893 (130) Compagnie des Machines Bull (116) 136 (20) Compagnie Francaise de l'Afrique Occidentale (65) 256 21 Cofidur SA (5) 102 19 Dollfus-Mieg & Co. DOLP 0 187 28 European Computer System (110) 682 377 Grande Paroisse SA (845) 383 107 Pneumatiques Kleber SA (34) 480 139 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) 307 (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) 3,438 229 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 (211) 762 (66) 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 (161) 949 41 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. 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