/raid1/www/Hosts/bankrupt/TCREUR_Public/030911.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
Thursday, September 11, 2003, Vol. 4, No. 180
Headlines
C Y P R U S
MASTERCROFT LIMITED: Fitch Assigns 'B' Rating; Outlook Stable
C Z E C H R E P U B L I C
IPB: Ceskoslovenska Obchodni Backs Talk Between Govt and Nomura
F R A N C E
ARIANESPACE: Launches ASTRA 1KR Satellite
FRANCE TELECOM: Divests Interests in Argentina, El Salvador
FRANCE TELECOM: Sells 48% of Nortel Inversora to Werthein Group
MOUEIX-LEBEGUE: Court Accepts Rescue Plan
VIVENDI UNIVERSAL: Reaches Deal on Canal+ Television Sale
H U N G A R Y
MALEV HUNGARIAN: Increases Number of Flights to Croatia
I R E L A N D
ELAN CORPORATION: To Webcast 2nd Quarter Results September 17
N E T H E R L A N D S
JOMED N.V.: Bankruptcy Claims Admission Meeting Set October 2
LAURUS N.V.: Continues to Work Towards Restoring Profitability
U N I T E D K I N G D O M
AMP LIMITED: AMP Henderson Sells Stanbroke Pastoral to Nebo
BRITISH AIRWAYS: Signs of Upturn Still Need Firm Basis, Says CEO
BRITISH BIOTECH: Offer for Vernalis Receives 90.16% Acceptance
BOOSEY & HAWKES: Recommends Regent's GBP40 Mln Management Buyout
BOOSEY & HAWKES: Slump in Instrument Division to Hit Results
BOOSEY & HAWKES: Sale to Regent to Remove Cloud Over Future
BOOSEY & HAWKES: Regent Pledges Equity Funding, Debt Financing
BOOSEY & HAWKES: Management to Acquire 15% Interest in Regent
BOOSEY & HAWKES: Regent Sets Aside 1% of Offer as Inducement Fee
CABLE & WIRELESS: Group Finance Director to Retire this Year
GLAXOSMITHKLINE PLC: To Sue Apotex Over Patent Infringement
HAYLS PLC: GBP476.8 Mln in the Red; Chairman to Resign Next Year
HIGHMAGIC LIMITED: Joint Administrators Offer Business for Sale
MORGAN CRUCIBLE: Net Debt Down to GBP236.5 Million
MORGAN CRUCIBLE: Chairman Farmer to Leave Firm December
MWB BUSINESS: Creditors Have Until October 11 to File Claims
PACE MICRO: Expects U.S. Operations to Continue to Lose Money
ROYAL MAIL: Parliament Urged to Probe Courier's Finances
TRINITY MIRROR: Sets September 19 Deadline for Offers
UNITED MILK: Receivers Extend Turnaround Plan Deadline
WS ATKINS: Sells Atkins Americas Holdings for US$17.5 Million
* Fitch Keeps Negative Outlook on U.K.'s Life Insurance Industry
*********
===========
C Y P R U S
===========
MASTERCROFT LIMITED: Fitch Assigns 'B' Rating; Outlook Stable
-------------------------------------------------------------
Fitch Ratings assigned Cyprus-registered Mastercroft Limited a foreign
currency Senior Unsecured 'B' rating. Mastercroft and its subsidiaries
OJSC Nizhny Tagil Iron and Steel Plant (NTMK), OJSC Western Siberian Iron
and Steel Plant (Zapsib) in Russia, and U.K.-based Ferrotrade and Co. will
unconditionally and irrevocably guarantee the notes due in 2006 to be issued
by EvrazSecurities SA, Luxembourg. The guaranteeing group also includes
Mastercroft-controlled Ferrotrade Limited, Gibraltar. The agency has also
assigned a 'B' rating to these notes. The Outlook for both ratings is
Stable.
The rating reflects Mastercroft's position as one of Russia's largest steel
producers and the 14th largest in the world. It holds leading domestic
market positions in long steel products and a monopoly position in railway
transport steel products, with its main customers in the railway,
construction and pipe-producing industries. The domestic market accounted
for half of the group's turnover in FY02. Although the group was created in
1992, the current corporate structure is principally the product of the
recent combination of two Russian steel plants, NTMK and Zapsib. These two
steel producers jointly operate under the new structure as Evraz Holding,
which acts as the group's management company. As FY02 was Evraz's first
financial year since consolidation, Fitch notes that there is a lack of a
historical track record for Mastercroft under the new structure. The rating
also factors in the limited transparency with respect to Mastercroft's
complicated ownership structure, which includes several tiers of offshore
and Russian companies.
The group's strategy has focused on building itself as an integrated steel
producer with critical mass, and strengthening its market positions in steel
products where it has a competitive advantage. Future strategy will center
on reducing steel production costs, further strengthening its leading
positions in core long steel products and diversifying its export product
mix, especially focusing on higher value-added rail steel products. Fitch
notes that challenges for the group will center on a successful integration
of its operations, an effective use of capital as well as sustained strong
cash generation.
Modernization and restructuring of steel assets are crucial to the group's
successful growth. Growth opportunities are expected to come principally
from the pipe-producing sector, which supplies to the cash rich oil & gas
industry, as well as from the domestic construction sector, which is set to
register strong growth due to Russia's positive economic outlook. There is
also scope for growth in the domestic railway industry, which has been
suffering from a prolonged period of under-investment.
In assigning the rating, Fitch notes that pro-forma FY02 performance
remained good compared to FY01, with a healthy EBITDA margin of 16.2% and a
positive (pre-dividend) net free cash flow. Future cash generation will
depend on the group's investment plans and capital expenditure requirements.
Its financial profile provides some flexibility, with FY02 leverage (total
consolidated debt/consolidated EBITDA) ratio of 0.8x, well within the
leverage ratio of 3x outlined in the limitation of indebtedness covenant in
the notes' terms and conditions. Its debt is mainly short-term bank loans,
although there are plans to increase debt maturity to long-term. Fitch
expects any further debt increase to be moderate with leverage ratios likely
to be consistent with the current rating category.
The rating of the notes takes into account the covenants outlined in the
terms and conditions of the transaction. In addition to the
incurrence-based limitation on indebtedness covenant, which effectively
limits the company's ability to raise additional debt above the leverage
ratio of 3:1, other major covenants include:
Restricted payments: a 50% limit on aggregate consolidated net income for
distribution, whether in the form of dividend payments from Mastercroft to
its shareholders or investments in the non-steel assets; special dividends
not permitted;
Limitations on liens: the aggregate value of secured debt cannot exceed 40%
of Mastercroft's consolidated net plant, property and equipment (including
inventory) and 30% of its export receivables, calculated on an annualized
basis. This covenant, in Fitch's view, prevents the note holders' position
from being significantly diluted by secured debt.
Limitations on issuance of guarantees of indebtedness by restricted
subsidiaries: Any purchase of a new steel-related business, where its total
fixed assets exceed either 10% of Mastercroft's consolidated total fixed
assets or its revenues exceed 10% of Mastercroft's consolidated total
revenues, would require this new company to become a guarantor for the
notes. The amount of such guarantee is limited to 49% of this new company's
total assets.
Fitch notes that there is no change of ownership clause in the notes' terms
and conditions. The group has no pension provision on its balance sheet.
===========================
C Z E C H R E P U B L I C
===========================
IPB: Ceskoslovenska Obchodni Backs Talk Between Govt and Nomura
---------------------------------------------------------------
Ceskoslovenska obchodni banka is backing a possible off-court settlement
between the Czech Republic and Japanese bank, Nomura, regarding bankrupt
IPB, a bank it acquired several years ago.
"We are in favor of talks [between the state and Nomura], in particular on
disputable affairs...," Ceskoslovenska obchodni banka board member, Jan
Lamser, told journalists Wednesday, according to Czech Happenings.
The parties are facing several arbitrations to settle claims in the
bankruptcy of IPB. Bank Nomura is asking up to CZK40 billion in damages
from the government for its investment in IPB, which went bankrupt in June
2000. A counter demand from the Czech Republic is asking up to CZK263
billion for costs related to IPB's rescue by Ceskoslovenska obchodni banka.
Mr. Lamser said the amounts involved are quite large and he believes the
Czech Republic could recover a big sum out of it. But deputy finance
minister Ladislav Zelinka, who is leading the talks for the Czech side, said
many entities are involved in the dispute and a potential agreement will
therefore be complicated, according to the report.
Ceskoslovenska obchodni banka representatives reckon some disputes between
Ceskoslovenska obchodni banka and Nomura should not be included in the
agreement. They say some disputes between Ceskoslovenska obchodni banka and
Nomura are linked to the Czech Republic-Nomura dispute only indirectly,
according to Mr. Lamser. He, however, did not specify the conflicts that
according to him only surfaced recently.
As for CSOB, it is likely to reach a financial settlement with the Czech
state regarding the takeover of IPB. But it potentially has to pay a
certain amount of money to the Czech state, according to Mr. Lamser. The
Finance Ministry estimates the amount at CZK4.7 billion. Reports say Czech
Finance Minister Bohuslav Sobotka will soon leave for Japan so as to
complete a series of talks on a potential agreement with Nomura.
===========
F R A N C E
===========
ARIANESPACE: Launches ASTRA 1KR Satellite
-----------------------------------------
Arianespace announced Thursday it will orbit the ASTRA 1KR
telecommunications satellite under terms of a launch services contract
signed by SES ASTRA President & CEO Ferdinand Kayser and Jean-Yves Le Gall,
Arianespace's CEO.
The launch of ASTRA 1KR is planned for the second half of 2005 on an Ariane
vehicle from Europe's Spaceport at the Guiana Space Center in French Guiana.
ASTRA 1KR is the ninth satellite entrusted to the European launch vehicle by
SES ASTRA, an SES GLOBAL company (Luxembourg and Frankfurt Stock Exchanges:
SESG) the world's no. 1 private satellite operator.
Built by Lockheed Martin Commercial Space Systems, ASTRA 1KR will have a
liftoff mass of approximately 4,200 kg. The satellite is based on the A2100
satellite bus, and will provide high-power satellite services with its
payload of 32 active Ku-band transponders.
ASTRA 1KR is designed for a minimum operational lifetime of 15 years, and
will offer a wide range of services across all of Europe from the orbital
position of 19.2 deg. East. Once in orbit, it will replace the ASTRA 1B and
1C satellites that were launched by Arianespace in 1991 and 1993,
respectively.
States Ferdinand Kayser, President and CEO of SES ASTRA: "SES ASTRA looks
back at eight flawless launch campaigns on Ariane 4 and 5 boosters. We are
confident that Arianespace's launch services will once again meet SES' high
standards of operational excellence and we look forward to be working with
Arianespace's highly professional technical teams on the ASTRA 1KR mission
in French Guiana."
Following the contract signature, Jean-Yves Le Gall said: "This order, which
comes from a leading satellite telecommunications provider, is a new sign of
confidence in Arianespace from SES ASTRA."
*****
Arianespace was reported two months in need of funding to revive the
launching of its Ariane 5 rocket and stay afloat amidst fierce competition
from U.S. rivals Boeing and Lockheed Martin. The firm's 10-ton version of
Ariane 5 exploded shortly after takeoff in December. The failure prompted
the company to say it expects losses of about EUR45 million for last year.
FRANCE TELECOM: Divests Interests in Argentina, El Salvador
-----------------------------------------------------------
France Telecom announced the sale of its indirect interests in Telecom
Argentina and CTE Salvador. By selling its stake in Argentina, France
Telecom is carrying out the assets rationalization strategy announced on
December 5, 2002. This strategy involves analyzing the Group’s assets
outside France and the United Kingdom, based on strategic and financial
criteria. Having left Argentina, France Telecom resolved to divest from CTE
Salvador. Despite its profitability, this asset remains isolated from the
Group's other assets in Latin America.
France Telecom divests its indirect interest in Telecom Argentina for US$125
million
France Telecom announced the sale of its indirect interests in Telecom
Argentina to W de Argentina, an affiliate of the Los W group, a leading
Argentinean investment company for a consideration in cash of US$125
million.
France Telecom and Telecom Italia each hold approximately 34% of voting
rights and a 25.5% economic interest in Nortel Inversora, the holding
company that owns 54.7% of Telecom Argentina’s share capital. Prior to the
sale, it is agreed that France Telecom and Telecom Italia will contribute
their stakes in Nortel to a company created for this purpose, co-owned on a
50-50 basis by France Telecom and Telecom Italia. France Telecom will then
sell 48% of this company’s stock to W de Argentina, alongside with an option
for the purchase of the remaining 2%. The option is exercisable by W de
Argentina at any time between January 31, 2008 and December 31, 2013. The
total consideration for this transaction, including the option price, is of
US$125 million to be paid in full at closing.
The closing of the transaction is expected to take place as soon as all
necessary authorizations will be obtained, in particular legal and
governmental authorizations.
The Telecom Argentina group is one of Argentina’s two main
telecommunications operators. It provides local and long-distance
telephony, mobile communications (through its subsidiary Telecom Personal),
data and Internet access services in northern Argentina. It also operates a
mobile license in Paraguay through one of its subsidiaries. In 2002,
Telecom Argentina registered revenues of 3.2 billion pesos (approximately
US$1.2 billion) and had -- at year-end -- a base of 3.6 million fixed lines
and 2.7 million mobile customers.
Telecom Argentina stock is listed on the Buenos Aires and New York stock
exchanges (as ADRs). Nortel preferred shares are listed on the Buenos Aires
and New York stock exchanges.
France Telecom sells its indirect interest in El Salvador’s operator (CTE
Salvador) for US$217 million
France Telecom announced that it has reached an agreement with America Movil
for the sale of its 26% indirect interest in El Salvador’s operator, CTE
Salvador, for a net amount of US$217 million payable in cash at the closing
of the transaction.
The transaction provides for the sale of 100% of the stock of Estel, a
consortium owning 51% of CTE Salvador and owned 51%/49% by France Telecom
and CAC (a group of private Salvadorian partners) for an amount of US$417
million.
The closing of the transaction will occur before the end of November 2003,
subject to prior legal and governmental approvals.
In September 1998, the France Telecom-led consortium ESTEL LLC won an
international tender, acquiring a 51% interest in CTE SA de CV, the operator
born of El Salvador’s former telecommunications administration (ANTEL) and
holding a mobile license. The balance of CTE’s stock is owned by the State
(42.9%) and the CTE’s staff (6.1%).
Since 1998, CTE has become a competitive company, adapting to the
liberalization of El Salvador’s telecommunications market. The operator
provides a complete range of telecommunications services to private
customers and businesses: fixed-line and mobile telephony, data transfer and
Internet services. In the fixed-line segment, CTE maintained a market share
of 90.5%, with 618,000 fixed lines end of 2002 and revenues in excess of
US$360 million. In the mobile segment, CTE consolidated its position as a
challenger, with 150,000 subscribers and a market share of 22.5% in 2002.
CTE also operates in Guatemala through its subsidiary, Cablenet.
About France Telecom
France Telecom is one of the world's leading telecommunications carriers,
with 113 million customers on the five continents (220 countries and
territories) and consolidated operating revenues of EUR46,6 billion for 2002
(EUR22,9 billion at June 30, 2003). Through its major international brands,
including Orange, Wanadoo, Equant and GlobeCast, France Telecom provides
businesses, consumers and other carriers with a complete portfolio of
solutions that spans local, long-distance and international telephony,
wireless, Internet, multimedia, data, broadcast and cable TV services.
France Telecom is the second-largest wireless operator and Internet access
provider in Europe, and a world leader in telecommunications solutions for
multinational corporations. France Telecom (NYSE: FTE) is listed on the
Paris and New York stock exchanges.
CONTACT: FRANCE TELECOM
Nilou du Castel
E-mail: nilou.ducastel@francetelecom.com
Phone: +33 (0)1 44 44 93 93
Caroline Chaize
E-mail: caroline.chaize@francetelecom.com
Phone: +33 (0)1 44 44 93 93
FRANCE TELECOM: Sells 48% of Nortel Inversora to Werthein Group
---------------------------------------------------------------
In relation to the agreements undertaken between France Telecom and the
Argentine Werthein Group (which is conditional upon receipt of all necessary
authorizations by local authorities) for the sale of France Telecom’s stake
in Nortel Inversora (the controlling shareholder in Telecom Argentina), the
Telecom Italia Group, which currently owns 50% of Nortel ordinary stock, has
entered into an agreement with the Werthein Group with a view to protecting
its investment in Argentina.
Prior to the sale, the France Telecom Group and the Telecom Italia Group
will contribute their interests in Nortel to a new, equally owned company
(Newco).
The France Telecom Group will then sell 48% of Newco the Werthein Group,
together with a call option on the remaining 2% (which may be exercised from
December 31, 2008 to December 31, 2013). The Telecom Italia Group has
agreed to acquire a call option on the Werthein Group’s interest in Newco.
The price of this call option is US$60 million, which may be exercised from
December 31, 2008 to December 31, 2013.
MOUEIX-LEBEGUE: Court Accepts Rescue Plan
-----------------------------------------
A commercial court in Cognac has accepted the rescue plan of Antoine
Moueix-Lebegue, a Bordeaux wine trader that has been in judicial
administration early in the year, according to justdrinks.com.
The plan, which is still subject to approval of creditors and banks, has as
its main point financial and commercial agreements with other firms in the
industry. Champagne producer and businessman, Patrick Doquet, said he will
participate in the floating of the company. Marne et Champagne and Burgundy
trader Boisset also signed in interest to join, according to the report.
VIVENDI UNIVERSAL: Reaches Deal on Canal+ Television Sale
---------------------------------------------------------
Vivendi Universal (Paris Bourse: EX FP; NYSE: V) and Canal+ Group signed an
agreement regarding the disposal of Canal+ Television AB, the company in
charge of its pay-television channel activities in the Nordic region, to a
consortium made of equity firms Baker Capital and Nordic Capital.
The transaction is based on an enterprise value of EUR70 million, resulting
in a net contribution to the Group's debt reduction of EUR54 million,
principally due to loan retirement. It comes in addition to the sale in
June 2002 of Canal+ Group's 50% stake in the Nordic satellite platform Canal
Digital for an amount of EUR290 million.
The agreement is submitted to the approval of the relevant administrative
authorities and the closing of the transaction is due to take place in the
course of the fourth quarter of 2003.
Canal+ Television AB, based in Stockholm, produces six pay-television
channels, one for each of the four Nordic countries (Denmark, Finland,
Norway and Sweden) where the company operates, two pan-Nordic channels, as
well as a pay-per-view service (Kiosk).
Baker Capital, founded in 1995, is a private equity firm with US$1.5 billion
under management. The firm makes investments in communications-focused
companies at all stages of development.
Nordic Capital is a Swedish private equity firm founded in 1990 investing
mainly in well-established Nordic companies. The company has provided
expansion capital to more than 50 companies since its inception,
representing accumulated revenues of EUR10 billion.
CONTACT: VIVENDI UNIVERSAL
Investor Relations
New York
Eileen McLaughlin
Phone: + 1-212-572-8961
=============
H U N G A R Y
=============
MALEV HUNGARIAN: Increases Number of Flights to Croatia
-------------------------------------------------------
An increase in demand in the Croatian market has prompted Hungarian airline,
Malev, to operate more daily flights to Zagreb beginning September 8.
The Budapest Business Journal, citing the airline, said Malev will fly its
leased Saab-340 aircraft on two of the flights and use its Express
Bombardier aircraft on the third. The move makes Malev the third most
active airline in the region's market. The percentage of business
passengers is close to 50% on the flights.
Malev has also increased the number of flights to Split. In the summer
timetable, the number of weekly flights was increased from four to five to
meet higher demand. On busier days, Malev flew the Boeing aircraft instead
of the Bombardier planes to Split. It is noted that in the winter
timetable, Malev operates four flights a week between Budapest and Split.
Cash-strapped Malev 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
failed to sell a 50% stake in the company to a strategic investor through a
tender in January. The airline hopes to break even in 2003.
Passenger statistics noted that Malev carried 993,800 passengers in the
first half of this year, up 1.1% from one year earlier, the report said.
=============
I R E L A N D
=============
ELAN CORPORATION: To Webcast 2nd Quarter Results September 17
-------------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) will host a conference call on
Wednesday, September 17, 2003 at 8:00 a.m. Eastern Standard Time
(EST), 1:00 p.m. British Summer Time (BST) with the investment
community to discuss Elan's second quarter 2003 financial results, which
will be released before the U.S. and European financial markets open.
Live audio of the conference call will be simultaneously broadcast over the
Internet and will be available to investors, members of the news media and
the general public.
This event can be accessed by visiting Elan's Web site at
http://www.elan.comand clicking on the Investor Relations
section, then on the event icon. The event will be archived and
available for replay after the call until 5:00 p.m. EST, 10:00
p.m. BST September 18, 2003. The replay telephone number is 800-
633-8284 or 402-977-9140, reservation number 21160153.
Elan is focused on the discovery, development, manufacturing,
selling and marketing of novel therapeutic products in neurology, pain
management and autoimmune diseases. Elan shares trade on the New York,
London and Dublin Stock Exchanges.
As reported in Troubled Company Reporter's Tuesday Edition,
Standard & Poor's Ratings Services raised its corporate credit
rating on specialty pharmaceutical company Elan Corp. PLC to
'CCC+' from 'CCC'. Standard & Poor's also raised all of its other ratings on
Elan and its affiliates, and removed the ratings from CreditWatch.
The rating action followed Elan's successful filing of its 20-F
2002 annual report with the SEC. The outlook is now developing.
The ratings were downgraded and placed on CreditWatch on
June 26, 2003, following Elan's announcement that it was not going to be
able to file its 20-F report on time. This placed the company in technical
default of its debt covenants and could have potentially resulted in an
acceleration of all of Elan's roughly $2 billion in debt. Elan indicated
that it would not have been able to meet all of its debt obligations if that
scenario had occurred.
=====================
N E T H E R L A N D S
=====================
JOMED N.V.: Bankruptcy Claims Admission Meeting Set October 2
-------------------------------------------------------------
To all JOMED N.V. Creditors
Amsterdam, 2 September 2003
Our ref.: asd\09\100429\Crediteuren\051-644 bv6(General)-mh
Re: Claims admission meeting JOMED NV
Dear sirs,
In respect of the bankruptcy proceedings of JOMED N.V. I can inform you that
the supervisory judge (rechter commissaris) in the Amsterdam district court
in charge of the bankruptcy of JOMED N.V. has decided that:
(a) before September 18, 2003 all claims against JOMED N.V, shall be
submitted to Messrs. R.J. Schimmelpenninck and M.Ph. Van Sint Truiden, the
bankruptcy trustees (curatoreri) of JOMED NV-;
(b) the claims admission meeting (veriflcatievergadering) shall be held on
October 2, 2003 at 10.00 hours a.m. in room S 0.34 of the Amsterdam district
court at the Prinses Irenestraat 43, 1077 WV in Amsterdam; and
(c) a list of preliminary admitted and preliminary denied claims will be
submitted for public review to the central desk of the Amsterdam district
court on September 24, 2003.
The bankruptcy trustees will disclose the list of preliminary admitted and
denied claims on http://www.houthoff.com\jomed24 September as well.
Submission of claims shall be made to the bankruptcy trustees by submitting
an account or other documents, indicating the nature, the alleged
preference, if any, and the amount of the claim, substantiated by all
relevant documents (i.e. agreements, guarantees, etc.). A submitted claim
may include interest until May 2, 2003 (i.e. up to and including May 1,
2003).
It conversion of the claim into Euro is required, the conversion rate of May
2, 2003 shall apply.
Following the discussions regarding the admission of the submitted claims,
the supervisory judge will hear all attending creditors in respect of the
advisability of installing a creditors committee (commissie uit de
schuldeisers). If such committee is requested by creditors and the
supervisory judge decides to install such committee, it is likely to consist
of three members, all creditors of JOMED N.V., and it will be installed
immediately, i.e. at the claims admission meeting. Because of this, the
bankruptcy trustees request all creditors to consider the advisability of a
creditors committee and their willingness to participate in such committee
as one of its members. Queries or communications regarding a creditors
committee and/or a membership thereof may be directed to the bankruptcy
trustees, preferably before September 24, 2003.
Yours sincerely,
on behalf of the bankruptcy trustees,
C.R. Zijderveld
CONTACT: HOUTHOFF BURUMA
C.R. Zijderveld
Phone: +31(0)20 - 577 2366/2281
Fax: +31 (0)20 - 577 2734
E-mail: cz.derveldhouthoff.com
LAURUS N.V.: Continues to Work Towards Restoring Profitability
--------------------------------------------------------------
At the time of publication of its 2003 interim figures on August 29, Laurus
N.V. announced it was continuing to work towards restoring its longer-term
profitability. While Laurus’ market share in the Netherlands has declined
as a result of mainly the disposal of 258 Spar stores, the closure of
Basismarkt (166 stores) and the sale of 81 stores to various parties
including Sperwer, its administrative and logistical organization is still
broadly tailored to the market position occupied by Laurus before those
disposals took place. To bring the cost structure more closely into line
with the present size of the business, Laurus is now announcing the
following proposed measures.
Office overhead reduction
The number of jobs at company offices will be reduced from approximately
1,056 FTEs at present to around 840 by the end of the second quarter of
2004, a reduction of about 216 FTEs (permanent and flexible staff).
Included in this reduction is the restructuring of the Finance &
Administration department, which was announced in May of this year (from 220
to 140 FTEs).
Distribution centers overhead reduction
The number of jobs at the offices attached to the distribution centers will
be reduced by 69 FTEs, from approximately 324 to around 255 FTEs, by the end
of the second quarter of 2004.
Optimization of logistics network
Distribution to the Edah and Konmar/Super De Boer stores of some fresh
produce and all ‘slow movers’ (grocery and non-food lines) will be
integrated. This has been made possible by improvements in IT and business
processes.
Integration of fresh produce distribution
Distribution of fresh produce to the Edah stores is at present still
separate from distribution to the Super De Boer and Konmar stores. The Edah
stores are supplied from the Someren and Apeldoorn DCs, while the Super De
Boer and Konmar stores are supplied from the ‘s-Hertogenbosch, Beilen,
Waddinxveen and Nieuw-Vennep DCs.
The fresh produce distribution streams in the Northern and Southern regions
are to be combined. The Edah stores in the Northern region will be supplied
with fresh produce by the Beilen DC, which also supplies these items to the
Super De Boer and Konmar stores in the north. The Super De Boer and Konmar
stores in the Southern region will be supplied with fresh produce by Someren
DC, which also supplies these items to the Edah stores in the south. As a
consequence, the Apeldoorn DC will be closed and the fresh produce
activities of the ‘s-Hertogenbosch DC will be terminated by the end of the
first quarter of 2004 at the latest.
A total of around 117 FTEs are currently employed on fresh produce
distribution at the two locations (90 at ‘s-Hertogenbosch and 27 at
Apeldoorn), of whom 84 FTEs are permanent staff. Laurus expects to be able
to arrange internal transfers for around 50 FTEs, so that 34 FTEs will be
made redundant. As a result of the relocation of activities, employment
will increase in Beilen by around 30 FTEs and in Someren by 49 FTEs. This
growth will be met via internal transfers and employment of flexible staff.
Integration of national distribution centers
The distribution of ‘slow movers’ to the Edah stores is currently handled by
Hoofddorp, with the Super De Boer and Konmar stores being supplied by
Veenendaal and Renswoude. It is planned to integrate the activities at
Hoofddorp with those of Veenendaal and Renswoude by the end of the second
quarter of 2004. Subsequently the Hoofddorp DC shall be closed.
Around 105 FTEs are employed at the Hoofddorp location, of whom 75 are
permanent staff. Laurus expects to be able to relocate around 20 employees
internally in the Western region, which means that 55 employees will be made
redundant. As a result of the relocation of activities, employment at
Veenendaal and Renswoude will increase by a maximum of 68 FTEs.
Savings
The proposed measures are expected to yield total annual savings of EUR14-16
million.
Although the first effect of these measures will show in 2004, their full
effect will become apparent in 2005. Reducing the number of permanent staff
at the company offices and offices attached to the distribution centers is
expected to result in total annual savings of EUR8–9 million. The
integration of the logistics organization is expected to yield an annual
saving of around EUR2 million, partly due to lower housing and transport
costs. As announced on August 29, provisions are being formed for the
implementation of this reorganization exercise.
In addition to the permanent staff, there are also around 100 flexible
office staff. Terminating their employment at the end of their contracts is
expected to generate an annual saving of €4-5 million. Since this incurs no
extra financial burden, it is not necessary to form provisions.
The proposed measures will have no adverse effects for the consumer.
Staffing levels are being reduced within the support functions leaving the
service level in the stores unaffected. The proposed integration of the
logistics streams will be beneficial to the consumer.
Central workers council
The central workers council has been asked to advice on the proposed
measures. The reduction in staffing levels will be achieved as far as
possible through natural reduction and internal transfer. The total number
of jobs lost is expected to be 360 FTEs. The Laurus Total Social Plan,
which has been agreed with the trade unions, is applicable.
CONTACT: F. Kremer
Phone: 0031 (0)73 622 37 14
0031 (0)6 22 45 88 57
===========================
U N I T E D K I N G D O M
===========================
AMP LIMITED: AMP Henderson Sells Stanbroke Pastoral to Nebo
-----------------------------------------------------------
AMP Henderson Global Investors sold Stanbroke Pastoral Company Pty Limited,
a wholly owned subsidiary of AMP Life Limited, to Nebo Holdings &
Investments Pty Limited. Stanbroke is the largest single landholder and
beef producer in Australia, with properties totaling more than 11.7 million
hectares (approximately 29 million acres) and a herd of approximately
500,000 head.
Following a closely managed tender process, AMP Life has entered into a
contract with Nebo for the sale of Stanbroke for more than US$490 million
(including debt). AMP Life entered into the sale contract after
recommendation from its investment manager, AMP Henderson Global Investors.
Nebo is a consortium comprising five Australian rural families and Jack
Cowin, founder of the Hungry Jacks hamburger chain in Australia.
AMP Chief Executive Officer, Andrew Mohl, said the outcome was outstanding
and substantially in excess of Stanbroke’s carrying value at 30 June 2003.
“Following a rigorous five-month tender period and careful consideration of
several attractive sale proposals, we are delighted with this outcome on
behalf of AMP Life Limited and ultimately, AMP Life policyholders,” Mr. Mohl
said.
“Over the life of the investment, AMP has achieved an annual return on funds
invested of 19%. The proceeds from the sale will support future bonus rates
to policyholders and further strengthen AMP Life.”
“We are particularly pleased that Stanbroke’s Australian ownership has been
preserved and that Nebo will maintain the company as an ongoing concern. We
are confident Stanbroke’s new owners will enhance the contribution that AMP
has made to the rural industry over the 40 years it owned the company.”
Stanbroke Director and AMP Henderson’s Director of Operations, Private
Capital, Marcus Derwin said: “The final price achieved is testament to the
quality of the underlying asset and the superior returns it has generated
over the years.”
“Stanbroke’s management and staff have been tremendously supportive and
co-operative throughout this process. I know that we leave the company and
its new owner with a marvelous opportunity to further leverage its position
within the beef sector.”
The tender process began on April 1, 2003 with the announcement of
expressions of interest. This was followed by a period of marketing, site
visitations and due diligence by interested parties. Following this primary
due diligence period, interested parties were required to submit initial
bids. A short-list of bidders was subsequently selected to enter into the
second period of due diligence involving management meetings and access to
detailed company information and reports.
“In making our final decision, many considerations were taken, including the
final offer price and the bidders’ intent to preserve Stanbroke Pastoral
Company as an ongoing concern,” Mr. Derwin said.
“We were also mindful of the bidders’ intent to continue the efforts by
Stanbroke’s Board and management to run the company in a socially
responsible and sustainable manner.”
The transaction is expected to be completed within 30 days and is subject to
the consent of the Northern Territory government. Stanbroke Pastoral
Company is a wholly owned subsidiary of AMP Life Limited. As such, it is an
asset owned by AMP Life policyholders, not AMP Limited shareholders.
AMP Henderson Private Capital (http://www.hendersonprivatecapital.com)is
the private equity arm of AMP Henderson Global Investors and has AU$4.7
billion under management (as at June 30, 2003).
AMP Henderson Private Capital’s core equity investment activities include
management buy-outs, expansion capital, infrastructure and fund of funds.
It has operations in Europe, Asia and Australasia.
AMP Henderson Private Capital utilizes an internal research capability, an
extended network of resources, investment and business relationships and
depth of expertise to invest across various business cycles and a range of
industries.
Stanbroke Pastoral Company (http://www.stanbroke.com.au)is the largest
single landholder and beef producer in Australia, with over 11.7 million
hectares and a herd of approximately 500,000 head.
Stanbroke Pastoral Company Pty Ltd. is a wholly owned subsidiary of AMP Life
Ltd and operates as a separate entity with its own Board of Directors.
Stanbroke is Australia's most accomplished beef producer, setting the
standard and being at the forefront in the research and development of
cattle management, breeding, husbandry and production systems in the
northern beef industry.
Stanbroke's diverse activities include beef cattle operations, livestock
sales both export and domestic, feedlot and abattoir operations and beef
sales (wholesale and retail).
CONTACT: AMP HENDERSON
Arriarne Kemp-Bishop
(w) 61 2 9257 9423
(m) 61 414 311 331
BRITISH AIRWAYS: Hints of Upturn Still Need Firm Basis, Says CEO
----------------------------------------------------------------
CEO Rod Eddington does not see an immediate recovery in the airline
industry, according to Bloomberg. The report cited an e-mailed copy of his
speech to the UBS 2003 transport conference in London saying the
business-class market between the U.K. and U.S. remains more than 20% below
2000 levels and demand for premium travel is at an "all-time low."
After a series of blows in the industry -- the September 11, 2001 terrorist
attacks, the outbreak of SARS, and the conflict in Iraq -- Mr. Eddington
sees a need for "a sustained period of uneventful air travel and economic
recovery" to fully predict an upturn. This is as the threat of further
terrorism continues to hurt air travel. He reiterated the airline's target
of achieving a 10% operating margin.
The carrier's yield did not improve during the summer holiday period, Mr.
Eddington said. It declined because of a 4 percent increase in capacity,
fare promotions to fill seats and a drop in premium travel. He also
predicted "soft" yields and seat factors during the winter as capacity
growth of between 3 percent and 4% outstrips demand. Although there has
been "some traffic improvement," the three months ended December 31 will be
the "real test for the premium market."
British Airways passenger traffic rose 4.8% in August from a year ago,
including a 1.1% rise in premium traffic, the first year-on-year gain since
November. The proportion of seats filled and cargo space used, or overall
load factor, rose 0.1 point to 69.6%.
BRITISH BIOTECH: Offer for Vernalis Receives 90.16% Acceptance
--------------------------------------------------------------
On August 29, 2003 British Biotech announced that the Offer had become
unconditional in all respects (save as to Admission) and would remain open
until further notice. Admission became effective and dealings commenced at
8.00 a.m. on September 1, 2003.
By 3.00 p.m. on September 8, 2003, valid acceptances of the Offer had been
received in respect of 78,839,511 Vernalis Shares, representing
approximately 90.16% 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.
The Offer will remain open for acceptance until 3:00 p.m. on September 23,
2003, at which time it will close. 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, before the Offer closes. Further
copies of the Form of Acceptance and Offer Document can be obtained by
calling Capita on 0870 162 3105 (from the United Kingdom only) or if calling
from overseas (other than the United States) +44 (0)20 8639 2157.
Settlement of the consideration to which Vernalis Shareholders are entitled
will be effected within 14 days of the date of receipt of an acceptance
complete in all respects while the Offer remains open for acceptance.
As British Biotech has now received acceptances in respect of over 90% in
value of the Vernalis Shares to which the Offer relates, British Biotech
will shortly commence the procedure to acquire compulsorily any remaining
Vernalis Shares to which the Offer relates pursuant to sections 428 to 430F
of the Companies Act 1985. The notices will be sent out on or shortly after
September 23, 2003 to the remaining Vernalis Shareholders who have not
accepted the Offer, pursuant to section 429 of the Act. The compulsory
acquisition procedure is expected to be concluded on or shortly after 4
November 2003.
Furthermore, as stated in the Offer Document, British Biotech will 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. The
notice period for such cancellations will commence on September 23, 2003 and
such cancellations will take effect no earlier than 20 business days from
that date. It is therefore expected that the cancellations will take effect
on October 22, 2003 or as soon as practicable thereafter.
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 July 25, 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
BOOSEY & HAWKES: Recommends Regent's GBP40 Mln Management Buyout
----------------------------------------------------------------
Regent and Boosey & Hawkes on Tuesday announce that they have reached
agreement on the terms of recommended cash offers, to be made by Citigroup
on behalf of Regent, for the entire issued and to be issued ordinary share
capital of Boosey & Hawkes and for all of the issued 3.85% preference share
capital and all of the issued 4.9% preference share capital of Boosey &
Hawkes.
The Ordinary Offer values each Ordinary Share at 195 pence, the entire
issued ordinary share capital of Boosey & Hawkes at approximately GBP40.1
million and, assuming the exercise of all outstanding options and taking
account of the value of the Preference Offers, the Offers value the entire
ordinary share capital and all of the preference share capital of Boosey &
Hawkes at approximately GBP40.4 million.
Regent is a private limited company recently formed, for the purpose of
making the Offers, by Stirling Square and European Acquisition Capital, both
independent European buy-out funds. Certain existing employees of Boosey &
Hawkes, including John Minch, an executive director of Boosey & Hawkes, and
one new manager, Andrew Gummer, have been invited by Stirling Square and
European Acquisition Capital to participate in the ownership of Regent.
Your attention is drawn to paragraph 13 of this announcement which states
that the Independent Directors (that is all the directors of Boosey & Hawkes
other than John Minch) who have been so advised by Deutsche Bank, consider
the terms of the Offers to be fair and reasonable and unanimously recommend
shareholders to accept the Offers.
The Offers
Ordinary Offer
The Ordinary Offer will be made on these basis:
For each Ordinary Share 195 pence in cash
The Ordinary Offer represents a premium of:
(a) approximately 88% to the closing middle market price of 104 pence per
Ordinary Share (as derived from the Official List) as at the close of
business on October 5, 2001, being the last business day prior to the
announcement by Boosey & Hawkes that it had received an approach that may or
may not lead to an offer for the company; and
(b) approximately 15% to the closing middle market price of 170 pence per
Ordinary Share (as derived from the Official List) as at the close of
business on September 8, 2003, being the last business day prior to the
announcement of the Offers.
The Ordinary Offer is not conditional upon the Preference Offers becoming or
being declared unconditional in all respects. However, the Preference Offers
are conditional upon, inter alia, the Ordinary Offer becoming or being
declared unconditional in all respects.
3.85% Preference Offer
The 3.85% Preference Offer will be made on these basis:
For each 3.85% Preference Share 105 pence in cash
Regent will, in addition to the Offer Price, pay an amount equal to all
accrued but unpaid dividends on the 3.85% Preference Shares as at the date
falling 14 days after the 3.85% Preference Offer becomes or is declared
unconditional in all respects.
The 3.85% Preference Offer is conditional, inter alia, upon acceptances of
at least 90% of the outstanding 3.85% Preference Shares. In the event that
this level of acceptances is not achieved (or waived down) and the Ordinary
Offer becomes or is declared unconditional in all respects, Regent will
procure that Boosey & Hawkes exercises its rights to redeem any outstanding
3.85% Preference Shares in accordance with the provisions of the Articles of
Association.
The Articles of Association govern both the basis and terms upon which
Boosey & Hawkes has the right to redeem, at its discretion, all of the
outstanding 3.85% Preference Shares. 3.85% Preference Shareholders have the
right on redemption to receive 105p for each 3.85% Preference Share
including, in addition, any accrued but unpaid dividends on such shares to
the date of redemption.
4.9% Preference Offer
The 4.9% Preference Offer will be made on these basis:
For each 4.9% Preference Share 120 pence in cash
Regent will, in addition to the Offer Price, pay an amount equal to all
accrued but unpaid dividends on the 4.9% Preference Shares as at the first
closing date of the 4.9% Preference Offer.
The 4.9% Preference Offer represents a premium of 20% to the par value of
the 4.9% Preference Shares. The 4.9% Preference
Offer is conditional, inter alia, upon acceptances of at least 90% of the
outstanding 4.9% Preference Shares. In the event that this level of
acceptances is not achieved, Regent does not intend to acquire any of the
4.9% Preference Shares. 4.9% Preference Shareholders should be aware that,
in such circumstances, they would hold preference shares in a private
company with limited liquidity and no guarantee as to the ability to realize
value from their preference shares in the future.
The Offers will be subject to the conditions and further terms set out or
referred to in Appendix I of this announcement and the Offer Document.
The Ordinary Shares and the Preference Shares will be acquired under the
Offers fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights or
interests and together with all rights attaching thereto, including without
limitation, the right to receive and retain all dividends and other
distributions (if any), announced, declared, made or paid on or after, in
the case of the Ordinary Shares June 30, 2003, in the case of the 3.85%
Preference Shares, the date falling 14 days after the date the 3.85%
Preference Offer becomes or is declared unconditional in all respects and in
the case of the 4.9% Preference Shares the date falling on the first
closing date of the 4.9% Preference Offer.
Irrevocable undertakings and letters of intent
The directors of Boosey & Hawkes together with their spouses (where
appropriate) have irrevocably undertaken to accept or procure acceptance of
the Ordinary Offer in respect of their entire holding of Ordinary Shares
amounting, in aggregate, to 37,750 Ordinary Shares, representing
approximately 0.2% of Boosey & Hawkes' existing ordinary share capital.
This undertaking remains binding in the event of a competing offer.
In addition, Regent has received undertakings to accept or procure
acceptance of the Ordinary Offer in respect of a further 2,086,095 Ordinary
Shares, representing approximately 10.1% of Boosey & Hawkes' existing
ordinary share capital. These undertakings remain binding in the event of a
competing offer provided it is at a price not exceeding 225p.
Regent has also received non-binding letters of intent to accept the
Ordinary Offer from certain other Boosey & Hawkes Shareholders in respect
of, in aggregate, 8,769,352 Ordinary Shares, representing approximately
42.6% of Boosey & Hawkes' existing ordinary share capital.
Regent has therefore received from Boosey & Hawkes Shareholders undertakings
or non-binding letters of intent in respect of a total of 10,893,197
Ordinary Shares, representing approximately 52.9% of Boosey & Hawkes'
existing ordinary share capital.
Information relating to Boosey & Hawkes
Boosey & Hawkes is one of the largest specialist classical music publishing
companies in the world. It owns a blue chip catalogue of music copyrights
including works of such distinguished composers as Stravinsky, Rachmaninoff,
Britten, Copland, Richard Strauss, Bartok and Prokofieff.
Boosey & Hawkes also has a variety of smaller related businesses. Boosey &
Hawkes operates in the music education segment, publishing a range of
tuition books. Boosey & Hawkes' media music division encompasses the
commissioning and production of music for radio, television and advertising
jingles, and the administration of copyrights owned by media companies.
For the year ended December 31, 2002, Boosey & Hawkes reported sales from
continuing operations of GBP26.0 million (2001: GBP24.7 million
like-for-like) with an operating profit from continuing operations,
excluding exceptional items, of GBP1.2 million (2001: operating profit
GBP1.5 million like-for-like). As at December 31, 2002, Boosey & Hawkes had
consolidated net assets of GBP23.2 million.
To See Full Copy of the Offer:
http://bankrupt.com/misc/Offer_for_Boosey&Hawkes.htm
BOOSEY & HAWKES: Slump in Instrument Division to Hit Results
------------------------------------------------------------
In the first half of the current financial year, the Publishing Division has
continued to perform satisfactorily, with royalty revenue growing and steady
printed music sales compared to the equivalent period last year. Royalty
growth was particularly strong in the U.S., due to live performance and
radio, and, in Australia, due to opera and ballet.
Prospects for the division were enhanced by the signings of Mark-Anthony
Turnage and Einojuhani Rautavaara, two of the outstanding classical
composers of their respective generations.
The absence of profits from the Instrument Division (which for the six
months to June 2002 contributed an operating profit of GBP2.1 million) will
clearly affect Boosey & Hawkes' overall results for the six months to June
2003 and for the full financial year. The Board remains optimistic about
the Publishing Division's prospects for the year, notwithstanding the
ongoing sales process.
The Publishing Division remains one of the leading classical music
publishers in the world.
As at June 30, 2003, the unaudited net debt of the Boosey & Hawkes Group was
GBP23.2 million. Furthermore, Boosey & Hawkes will incur anticipated
transaction and exceptional costs which amount to approximately GBP3.8
million and a payment of approximately GBP3.0 million to the Boosey & Hawkes
U.K. pension scheme, to be paid on completion, as a result of an agreement
reached between Boosey & Hawkes and the U.K. pension fund trustees. These
additional costs and payments, together with Boosey & Hawkes' net debt as at
June 30, 2003, amount in aggregate to approximately GBP30 million.
To See Full Copy of the Offer:
http://bankrupt.com/misc/Offer_for_Boosey&Hawkes.htm
BOOSEY & HAWKES: Sale to Regent to Remove Cloud Over Future
-----------------------------------------------------------
Background to, and reasons for, the Offers
With its prestigious catalogue of 20th century and contemporary composers,
the knowledge and expertise of its staff and its experienced promotion and
development teams, Boosey & Hawkes has established a strong and highly
regarded brand. Regent has confidence in the long-term future of classical
music and its live performance and believes that Boosey & Hawkes is well
placed to strengthen further its leading position within the industry.
Regent intends to build upon these strengths capitalizing on Boosey &
Hawkes' long established brand to continue to attract and retain top
composers and to grow Boosey & Hawkes' royalty revenues. Furthermore, given
Boosey & Hawkes' commitment to creative promotion and marketing, Regent
intends to support the
Management Team in developing and expanding Boosey & Hawkes' catalogue of
music copyrights, together with the global exploitation of such rights
across a range of media.
Regent believes that the support of Stirling Square and European Acquisition
Capital will assist Boosey & Hawkes to maintain and grow its international
presence. In turn, Regent believes that this, together with the benefits of
private independent ownership, will help to enhance both the long-term value
of Boosey & Hawkes and the opportunities for its management and employees.
Furthermore, Regent believes that the acquisition will remove the
uncertainty that has faced Boosey & Hawkes since October 2001 enabling the
Management Team to focus on the development of the business to the benefit
of Boosey & Hawkes' employees and composers.
To See Full Copy of the Offer:
http://bankrupt.com/misc/Offer_for_Boosey&Hawkes.htm
BOOSEY & HAWKES: Regent Pledges Equity Funding, Debt Financing
--------------------------------------------------------------
Regent is a private limited company registered in England and Wales and was
incorporated on June 17, 2003 specifically for the purpose of making the
Offers.
Regent was formed at the direction of its equity investors, Stirling Square
and European Acquisition Capital, both independent European buy-out funds.
Stirling Square and European Acquisition Capital have invited certain
existing employees of Boosey & Hawkes, including John Minch, an executive
director of Boosey & Hawkes to participate in the future ownership and
management of Regent. Regent has not traded since its incorporation nor has
it entered into any obligations other than in connection with the Offers.
(a) The board of Regent
The directors of Regent are John Minch and Miranda Booth.
(b) Capital structure of Regent following the completion of the Ordinary
Offer
(i) Equity financing
Equity funding will be provided to Regent by Regent Holdings (as parent of
Regent) and Regent Group (as parent of Regent Holdings) pursuant to a
subscription and shareholders' deed entered into on September 9, 2003.
Equity funding will be provided to Regent Holdings by, subject to the
Ordinary Offer becoming or being declared unconditional in all respects,
subscription for ordinary shares of 1p each in the capital of Regent Group
and for deep discount bonds issued by Regent Holdings to Stirling Square,
European Acquisition Capital and the Management Team and Andrew Gummer.
(ii) Debt financing
To finance the remaining cash consideration for the Offers, refinance
existing debt, provide working capital after completion of the Ordinary
Offer and to pay associated fees and expenses, Regent has put in place debt
facilities of GBP50,000,000, which have been arranged and are fully
underwritten by The Royal Bank of Scotland plc.
Citigroup is satisfied that the necessary financial resources are available
to Regent to satisfy full acceptance of the Offers.
Information on the investors
(a) Stirling Square
Stirling Square is an independent private equity firm established in the
Channel Islands in September 2002. Stirling Square Capital Partners Limited
is the general partner of Stirling Square Capital Partners LP (together with
successive funds), a United Kingdom based limited partnership. The primary
investor in the Fund with a $250 million aggregate capital commitment is
Court Square Capital Limited, a corporation incorporated under the laws of
Delaware and which is a subsidiary of Citigroup Inc. Stirling Square focuses
on investments in mid-market companies with values in the range of EUR50
million to EUR500 million. It seeks to invest across Europe with a
particular focus on
Germany, Italy, Scandinavia, the U.K. and France.
(b) European Acquisition Capital
European Acquisition Capital is an independent private equity fund manager,
owned and controlled by its directors, with total assets under management in
excess of EUR400 million. Based in London, European Acquisition Capital
specializes in pan-European buy-ins and buy-outs, roll-outs and turnaround
situations, and generally seeks to invest between EUR10 million and EUR30
million of equity in each deal.
To See Full Copy of the Offer:
http://bankrupt.com/misc/Offer_for_Boosey&Hawkes.htm
BOOSEY & HAWKES: Management to Acquire 15% Interest in Regent
-------------------------------------------------------------
Having successfully participated in the bidding process to make an offer for
Boosey & Hawkes, Stirling Square and European Acquisition Capital invited
the Management Team to participate in the ownership of Regent. It is
envisaged that those members of the Management Team owning shares in Boosey
& Hawkes will accept the Ordinary Offer in respect of those shares in return
for the consideration payable under the Ordinary Offer.
It is intended that the Management Team, comprising certain members of the
existing management team of Boosey & Hawkes, namely John Minch, currently
the Publishing Division's Managing Director, Miranda Booth, Janis Susskind,
Winfried Jacobs, and Jennifer Bilfield joined by Andrew Gummer, a new
manager, will continue to operate the business following the completion of
the Ordinary Offer.
The Management Team (consisting of existing employees of Boosey & Hawkes)
and Andrew Gummer will receive approximately a 15% interest in Regent Group.
The allocation between executives is currently proposed to be:
Percentage of
Regent Group
equity
John Minch 6.0%
Miranda Booth 2.0%
Janis Susskind 4.0%
Jennifer Bilfield 1.0%
Winfried Jacobs 1.0%
Andrew Gummer 1.0%
15%
It is proposed that the Management Team would be given new employment
contracts with Regent Group. However, it is envisaged that there will be no
material changes to the existing commercial employment terms of the
Management Team, other than in respect of Miranda Booth, who is currently on
a temporary contract.
Julia Walsh and Peter Davis intend to resign from the Board on the date upon
which the Ordinary Offer becomes or is declared unconditional in all
respects.
Whilst no agreements have yet been entered into, Regent is in negotiations
with Richard Holland and John Christmas to endeavor to agree terms for their
resignations from the Board in the event that the Ordinary Offer becomes or
is declared unconditional in all respects.
Deutsche Bank considers the terms of the arrangements between the Management
Team and the Regent Group to be fair and reasonable so far as the Boosey &
Hawkes Shareholders (other than the Management Team) are concerned.
Management and employees
The board of Regent has given assurances to the Independent Directors, that,
following the Ordinary Offer becoming or being declared unconditional in all
respects, the existing employment rights (including pension rights) of all
employees of the Boosey & Hawkes Group will be fully safeguarded.
To See Full Copy of the Offer:
http://bankrupt.com/misc/Offer_for_Boosey&Hawkes.htm
BOOSEY & HAWKES: Regent Sets Aside 1% of Offer as Inducement Fee
----------------------------------------------------------------
Boosey & Hawkes Share Option Schemes
The Ordinary Offer extends to any Ordinary Shares unconditionally allotted
or issued prior to the date on which the Ordinary Offer closes (or such
earlier date as Regent may, subject to the City Code, decide) as a result of
the exercise of options granted under the Boosey & Hawkes Share Option
Schemes or otherwise. Appropriate proposals will be made to the holders of
options under the Boosey & Hawkes Share Option Schemes, after the Ordinary
Offer becomes, or is declared, unconditional in all respects.
Inducement fee
As an inducement to Regent to make the Offers, Boosey & Hawkes has agreed to
pay Regent an inducement fee of GBP401,000 being 1% of the value of the
Ordinary Offer, in the circumstances set out below. The inducement fee is
payable
(i) if the Board withdraws its recommendation of the
Ordinary Offer, and the Ordinary Offer lapses or is
withdrawn or
(ii) if there is a third party competing offer which is
declared wholly unconditional at any time before
December 31, 2003 (unless the Ordinary Offer lapses
before the latest permissible date for acceptance by
reason of the acceptance condition not being
satisfied), or
(iii) if a party involved in the auction process as a
potential bidder acquires a holding in Ordinary Shares
such that it is clear that Regent will be unable to
effect the compulsory acquisition of outstanding Boosey
& Hawkes Shares pursuant to sections 428 to 430F of the
Companies Act and there is no reasonable prospect of
the acquisition of Boosey & Hawkes being implemented by
a scheme of arrangement and the Ordinary Offer lapses
or is withdrawn, or
(iv) if any shareholder resolution required to implement a
scheme of arrangement is not passed by the requisite
majority, or
(v) if the court fails to sanction the scheme of arrangement
or if the scheme of arrangement cannot be implemented
because of any action taken by the Panel or failure on
the part of Boosey & Hawkes.
Offer Documentation
The Offer Document, setting out details of the Offers, and the Forms of
Acceptance will be dispatched by Citigroup to Boosey & Hawkes Shareholders a
nd, for information only, to the participants in the Boosey & Hawkes Share
Option Schemes as soon as is practicable. This announcement does not
constitute an offer or invitation to purchase any securities.
Independent Directors' Recommendation
On October 8, 2001, Boosey & Hawkes announced that it had received an
approach which might or might not have led to an offer being made for Boosey
& Hawkes in its entirety. After careful consideration by the Board, it was
concluded that shareholders' interests would not be best served by pursuing
exclusive discussions with that party.
Accordingly, the Board decided to commence an open auction process and
invite offers for Boosey & Hawkes as a whole, or for each of the Instrument
Division and Publishing Division separately, with a view not only to
maximizing shareholder value but also to protecting the interests of the
company. During the course of the auction process, it became apparent that
the highest value could be obtained by selling the two divisions separately.
The first stage of that strategy was achieved with the completion of the
sale of the Instrument Division to The Music Group Holdings Limited on
February 28, 2003 with the final consideration being determined by the end
of March 2003. As announced on March 25, 2003, the successful completion of
that disposal enabled discussions regarding the sale of the remainder of the
Boosey & Hawkes Group to enter their final stages, and since then Boosey &
Hawkes has been holding discussions with potential offerors to endeavor to
achieve a successful outcome for Boosey & Hawkes Shareholders. These
discussions resulted in the announcement of an offer of 195 pence per
Ordinary Share, which the Independent Directors are recommending
shareholders to accept. Although an indication of a potential offer has
been received from another party (also a financial buyer) at a price which
represents a small premium to Regent's Ordinary Offer, this indication is
expressly subject to further due diligence and the Independent Directors
believe there is uncertainty as to the timing and price of any resulting
offer. The Independent Directors have therefore unanimously recommended
Regent's Offers.
The Independent Directors believe that the Ordinary Offer, which is at an
88% premium to Boosey & Hawkes' Ordinary Share price prior to the
commencement of the auction process, represents attractive value for
shareholders.
The Independent Directors, who have been so advised by Deutsche Bank,
consider the terms of the Offers to be fair and reasonable. In providing
advice to the Independent Directors, Deutsche Bank has taken into account
the Independent Directors' commercial assessments.
The Independent Directors, are unanimously recommending Boosey & Hawkes
Shareholders accept the Offers, as those are them holding Ordinary Shares
have irrevocably committed to do in respect of their own beneficial holdings
of Ordinary Shares, representing approximately 0.2% of Boosey & Hawkes'
issued ordinary share capital.
The directors of Regent and certain directors of Stirling Square Capital
Partners Limited and certain directors of European Acquisition Capital
Limited accept responsibility for the information contained in this
announcement, other than that relating to Boosey & Hawkes, the Boosey &
Hawkes Group and the Board for which the Board is responsible and any views
and opinions of the Independent Directors (including their recommendations
in respect of the Offers) for which the Independent Directors are
responsible. Subject as aforesaid, to the best of the knowledge and belief
of the directors of Regent, the directors of Stirling Square Capital
Partners Limited referred to above, and the directors of European
Acquisition Capital Limited referred to above (who have taken all reasonable
care to ensure that such is the case), the information contained in this
announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.
The Board accepts responsibility for the information contained in this
announcement relating to Boosey & Hawkes, the Boosey & Hawkes Group and
themselves (other than the recommendations in respect of the Offers for
which the Independent Directors accept responsibility). To the best of the
knowledge and belief of Board (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for
which they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
CABLE & WIRELESS: Group Finance Director to Retire this Year
------------------------------------------------------------
Cable and Wireless plc on Tuesday announced that David Prince, Group Finance
Director, has expressed a desire to retire from the Board of Directors at
the end of the year and the company has agreed to allow him to do so. He
will therefore step down from the Board on 1 December 2003, but will remain
with the company for an interim period to hand over his responsibilities.
David Prince originally joined Cable & Wireless in 1981 and remained with
the Hong Kong business when it was merged with PCCW in 2000. He returned to
Cable & Wireless in July 2002 as Group Finance Director.
Richard Lapthorne, Chairman, Cable & Wireless, said: "The Board and I are
very grateful to David Prince for his contribution to the Cable & Wireless
Group over the years. He took on a difficult task when he joined the Board
last year, and his support during the past nine months has been invaluable."
David Prince will be replaced by Charles Herlinger, who will join the group
as Chief Financial Officer and an executive member of the Board with effect
from December 1, 2003.
Charles Herlinger is currently Corporate Vice President and Controller for
Siemens, Europe's largest electronics and electrical engineering company.
Based at the group headquarters in Munich, he is responsible for planning,
reporting, controlling, accounting and taxation for the group. Reporting to
the group's CFO, his team has strongly focused on operating performance
analysis and improvement. He was brought into the role in 1998 to help
steer Siemens to a US listing, one of the largest ever on the New York Stock
Exchange, achieved in 2001. Preparation for the NYSE listing involved
extensive revamping of worldwide financial systems together with conversion
of all operating units to US GAAP financial reporting.
He has held a number of other financial roles with Siemens since 1987,
working in both the U.S. and Germany. These included responsibility as CFO
for Siemens Energy & Automation in the U.S. Other prior responsibilities
included heading up a function within the M&A group, based in Munich,
focusing on acquisitions and disposals outside Germany. Prior to joining
Siemens, he was a financial controller for L'Oreal in the U.S.
He will report to Francesco Caio, Chief Executive, Cable & Wireless.
Rob Rowley, Executive Deputy Chairman, who has overseen the group's finance
and legal functions since January 2003, will relinquish this responsibility
on Charles Herlinger's arrival. The legal function will then report to
Francesco Caio.
Rob Rowley will continue to lead the team managing the group's withdrawal
from the U.S.
Commenting on the appointment, Richard Lapthorne, Chairman, said: "Charles
has extensive experience of driving change in a large, international company
environment, as well as in-depth expertise in the financial management and
systems required to underpin world-class performance. He understands how
integral finance and its disciplines are to business success, and I am
delighted he will be bringing this focus to Cable & Wireless.'
David Prince
David Prince rejoined Cable & Wireless as Group Finance Director in July
2002. He originally joined the group in 1981 and was part of the leadership
team of Cable & Wireless HKT as its Finance Director from 1994 and
subsequently also its deputy CEO. He became Group Chief Financial Officer
of PCCW following the merger of PCCW and HKT in 2000.
Charles Herlinger
Charles Herlinger's remuneration arrangements are currently being finalized
and will be available when he joins the Board on December 1, 2003.
Charles Herlinger has been Corporate Vice President & Group Controller for
Siemens since 1998, based in Munich. Previously from 1995 he was CFO &
Executive Vice President, Siemens Energy & Automation, in Atlanta. From
1993-95 he was Controller (CFO) of Siemens Corporation in New York, the
holding and finance company for Siemens' US operations. He was responsible
for non-German acquisitions and disposals from 1990-93, as Director of
Overseas M&A Group, based in Munich. He joined the group in 1987 as
Assistant Controller in New York.
From 1985-87 he was with L'Oreal as Assistant Controller in the U.S.
He qualified as a chartered accountant in the U.K. and certified public
accountant in the U.S with KPMG and worked with them from 1977-85 in the
U.K. and New York.
British, and married with three children, he has a degree in Economics &
Marketing.
CONTACT: CABLE & WIRELESS PLC
Investor Relations
Louise Breen
Phone: 020 7315 4460
Virginia Porter
Phone: +1 646 735 4211
Caroline Stewart
Phone: 020 7315 6225
GLAXOSMITHKLINE PLC: To Sue Apotex Over Patent Infringement
-----------------------------------------------------------
GlaxoSmithKline confirmed that a generic form of paroxetine hydrochloride
was launched by Apotex Corporation on Monday, September 8, 2003, triggering
GSK's license agreement with Par Pharmaceutical, Inc. Under the terms of the
agreement announced in April 2003, GSK will supply generic paroxetine
hydrochloride immediate-release tablets, manufactured by a GSK subsidiary,
to Par for distribution in the U.S. market.
GSK remains committed to Paxil CR, which now represents approximately 40% of
new Paxil prescriptions in the USA. Immediate release forms of Paxil,
including the generic products, are not substitutable for Paxil CR as a
generic equivalent.
GSK is continuing to pursue litigation for infringement of patents relating
to the immediate release form of Paxil against Apotex and other generic
companies in Philadelphia. No trial date has been set for the Philadelphia
litigation.
Separately, in March of this year a federal judge for the United States
District Court for the Northern District of Illinois (Chicago) ruled that
GSK's patent in the United States covering the hemihydrate form of Paxil is
valid but not infringed by Apotex's product. The patent expires in 2006.
GSK is appealing the ruling of non-infringement. A date for the appeal
court hearing has not been set.
GlaxoSmithKline, one of the world's leading research-based pharmaceutical
and healthcare companies, is committed to improving the quality of human
life by enabling people to do more, feel better and live longer. For more
information, please visit the company's web site at http://www.gsk.com
SM Bicknell
Company Secretary
8th September 2003
CONTACT: GLAXOSMITHKLINE
U.S. Analyst/Investor inquiries:
Frank Murdolo
Phone: (215) 751 7002
Tom Curry
Phone: (215) 751 5419
European Analyst/Investor
Duncan Learmouth
Phone: 020 8047 5540
PHILIP THOMSON
Phone: 020 8047 5543
Anita Kidgell
Phone: 020 8047 5542
HAYLS PLC: GBP476.8 Mln in the Red; Chairman to Resign Next Year
----------------------------------------------------------------
Chairman's Statement
This is an important report because it marks the first occasion on which we
can tell shareholders about progress with our divestment program and provide
an insight into the pure specialist recruitment business of the future.
Financial Highlights
The Group's overall operating performance is in line with market
expectations with profit before tax, goodwill and exceptional items of
GBP178.9 million, 23% below last year. Despite this reduction, our
businesses continued to focus on cash, generating cash from operations of
GBP286.1 million. Our specialist recruitment business performed strongly,
generating GBP114.3 million of operating profit, 60% of the Group's total
profit, from GBP1.1 billion of sales. We believe that our business
significantly out-performed its peer group in the year.
The Group incurred exceptional charges of GBP628.4 million, including the
write off of GBP287.4 million of goodwill. The charges principally arise
from the write down of assets, the cost of restructuring shared services,
the cost of replacing the Group's financing facilities and the
crystallization of certain pension liabilities, all associated with the
transformation process. As a result the Group's loss before tax for the
year was GBP476.8 million.
Our specialist recruitment business made two acquisitions in continental
Europe, in line with our strategy of exploiting opportunities for growth
through selected acquisitions. Ascena, which provides specialist IT
contractors in Germany and Switzerland, and Inter-Office Select which
provides financial staff in Belgium, were acquired for a maximum aggregate
consideration of up to GBP56.4 million.
As a result of the rigorous criteria applied in the appraisal of these
acquisitions, both financial performance and integration are progressing
well.
The Group announced the completion of a number of disposals after the end of
the financial year for aggregate consideration of GBP225.5 million. The
businesses disposed include IMS, BPO and related operations. They are
classified as discontinued operations but remain in the Group balance sheet
at June 30, 2003.
As a consequence of our excellent cash flow, the Board is recommending a
final dividend of 3.63p which, if approved at the Annual General Meeting,
will be paid on November 28, 2003 to shareholders on the register at October
24, 2003.
Together with the interim dividend of 1.75p this represents an increase of
15% on last year. The dividend is covered 1.3 times before goodwill
amortization and exceptional items. Future dividends will be rebased to
reflect the level appropriate to our pure specialist recruitment business,
and taking into account
its future investment needs, with a target cover in the range of 1.5 to 2.5
times. Future dividend growth will depend on the growth rate achievable by
the Personnel business across the economic cycle.
The Group had GBP245.8 million of net debt at June 30, 2003. Cash proceeds
from the disposals completed since year-end have been used to repay debt
and, in addition, a one-off payment of GBP51.7 million was made after the
year end into Hays Pension Scheme to address part of the deficit in that
scheme. The Group will continue to adopt a conservative approach to funding
its operations. Net debt currently amounts to approximately GBP120 million
and is within the range that the Board considers appropriate for the Group
in future. We expect to generate surplus cash as a result of the disposal
process. We plan to use cash in excess of that required for the future
development of the business to buy back shares in the open market on
conclusion of the transformation. We shall therefore seek renewal of the
mandate to buy back shares at the Annual General Meeting on November 19,
2003.
Strategy Review
The strategy review completed in February concluded that there were
insufficient linkages between the Group's operations to justify a
multi-business Group over the long term.
The Board has decided that we should focus upon our specialist recruitment
business as it represents the best opportunity to capitalize on a leading
market position in growth markets. It has a strong, stable management team
and a great track record of success. The business has achieved outstanding
organic growth over many years both from the geographic expansion of
established specialisms such as Accountancy and the addition of high growth
new brands such as Education. We believe that the specialist recruitment
and HR services market offers attractive growth rates for the future, both
in the U.K. and internationally, and that our business has the scale and
brand strength to capitalize on these opportunities.
Our U.K. Mail business will not be part of the Group in the longer term, but
we have not started a process to sell this business. The business was
awarded a long-term license by Postcomm at the end of 2002 which presents us
with a good opportunity to deliver a range of attractive and profitable new
services to our clients. A pre-8 a.m. next-day 'to-the-door' service was
launched in June 2003 and customer interest in this, and other planned new
services, is high. The U.K. Mail business is sharply focused on these
opportunities.
We began the disposal of the Group's other activities following our interim
announcement in March and the disposals of IMS, BPO and certain related
activities have been completed since year-end. The disposal process for our
Logistics division is ongoing. We believe that this business offers an
attractive opportunity to the right buyer.
Review of Operations
We are very pleased with the strong performance of the specialist
recruitment and HR services business. Montrose, our businesses in Australia
and newer brands such as Education and HR grew strongly, as did our overall
penetration of the public sector. A slow but steady recovery in volumes is
becoming evident with the number of temporary assignments now at a record
level. The number of permanent placements has grown modestly over each of
the last three quarters.
Our new Mail management team is concentrating exclusively on the profitable
and valuable U.K. business. Operating profits at GBP33.2 million were down
on last year due to investment in new infrastructure, certain cost increases
which could not be passed on to customers and the loss of two customers last
year. The first of three new services was launched under our new license
from Postcomm.
In the businesses disposed of or which are in the course of disposal,
operating profits before goodwill amortisation and exceptional items
declined to GBP42.6 million. The largest reduction in profits occurred in
BPO which has been sold since the year end. Logistics' operating profits
also declined on account of margin pressures across the industry.
Management are addressing the loss making German logistics and France
transport operations. Losses in these two businesses mask a number of
important new contract wins and renewals achieved in the year. Our French
mail courier business, which faces difficult market conditions, is also
being disposed.
Management and Organizational Structure
Last November, when Colin Matthews joined Hays and launched our strategy
review, the Board expected significant structural change to the Group. In
the event, led by Colin, the Board was convinced in February of this year
that shareholders' interests were best served by an even more radical
simplification and re-focusing. As the disposal program progresses Hays
will cease to be a diverse group and, accordingly, the principal tasks of
our Group CEO will be completed as the transformation moves towards
conclusion. In the future, Hays will require a CEO who will focus on our
continuing activity and Colin has made it clear that his interests and
future aspirations do not lie in leading the specialist recruitment
business. Equally Denis Waxman, who founded the original business and runs
Hays Personnel today, is the natural choice to become CEO when the
transformation is complete. We expect that Denis will assume the role of
CEO during the course of calendar 2004.
I would like to take this opportunity to thank both Denis and Colin for
their ongoing contributions to our company. Denis and his team have built
the long established specialist recruitment business which is becoming our
core. Colin remains fully committed to the successful transformation of the
Group, including the sale of Logistics and setting the strategy to dispose
of Mail.
It is my sad duty to advise that the health of Neil McLachlan, our former
Finance Director, has not recovered sufficiently to enable him to work in
the demanding role of a full time Executive Director. Consequently, Neil
has resigned from the Board with effect from September 8, 2003. He is
missed by everyone in the Group and we all wish him a speedy and complete
recovery.
The Board for the future Group will consist of two Executive Directors,
Denis Waxman as Chief Executive Officer and John Martin as Finance Director,
with the Non-Executive component remaining unchanged. We have recently
announced to staff our proposal to relocate the Group Head Office from
Guildford to the current Personnel offices in Moorgate, London, with Group
administration being centralized at New Malden.
During this difficult year our people have stood up to many challenges,
remaining extremely loyal and understanding throughout. On behalf of the
shareholders and the Board, I would like to thank them all, including those
who have left the Group, for their support and hard work.
Outlook
In our Personnel business, gross fees in the seasonally quiet summer months
have been 2% to 3% ahead of the same period last year, continuing the trend
established during the second half of our financial year. In the current
economic climate, the outlook for future trading of the specialist
recruitment market is uncertain. Within the U.K. Mail business, volumes
through the existing DX network remain flat and future volume growth is
principally expected to arise from the rollout of new services. Whilst the
prospects to build high quality future income streams are good, the impact
of new services in the current year is expected to be modest. Elsewhere,
the outlook for the Logistics business is satisfactory, whereas market
conditions in the French mail courier market are demanding.
Summary
We have made good progress towards transforming Hays into a pure specialist
recruitment business and the results announced underline why we are sure
that our strategy for the future is correct. Future trading will depend
upon the economic outlook which remains uncertain, and we are confident that
Personnel will continue to out-perform, thus delivering premium value to
shareholders.
To See Financial Statements:
http://bankrupt.com/misc/Hays_plc_Result.htm
HIGHMAGIC LIMITED: Joint Administrators Offer Business for Sale
---------------------------------------------------------------
The Joint Administrators, Geoff Rowley and Gerald Smith, offer for sale the
business and assets of this door manufacturing company.
Principal features include: specialization in development, manufacture and
installation of wooden security doors; operation in 20,000 sq. ft. freehold
premises based in Braintree, Essex; annual turnover year-end February 2003
of circa GBP1.9 million; and 24 full time staff.
CONTACT: RSM ROBSON RHODES
186 City Road, London EC1V 2NU
Fax: 020 7253 4629
Heather Goldie
Phone: 01376 529168
E-mail: heather.goldie@rsmi.co.uk
Michael Healy
Phone: 0207865 2752
E-mail: mike.healy@rsmi.co.uk
MORGAN CRUCIBLE: Net Debt Down to GBP236.5 Million
--------------------------------------------------
Highlights of Interim Announcement
2003 2002
Group Turnover GBP million 442.6 450.4
Operating Profit* GBP million 21.4 15.7
Underlying PBT** GBP million 13.8 9.1
Net Debt GBP million 236.5 295.1
Underlying EPS*** pence 3.4p 2.2p
(a) Total turnover GBP442.6 million (2002: GBP450.4 million) and turnover
from continuing operations GBP425.8 million (2002: GBP429.1 million).
(b) Underlying operating profit GBP21.4 million (2002: GBP15.7 million) and
underlying operating profit from continuing operations ahead by 38% at
GBP20.6 million.
(c) Underlying EPS of 3.4 pence (2002: 2.2 pence).
(d) Net debt reduced to GBP236.5 million (2002: GBP295.1 million).
(e) Borrowings refinanced through US$300 million Bank syndicated loan and
US$105 million private placement.
(f) Restructuring and rationalization program announced in February 2002
progressing to plan.
(g) Additional strategic restructuring opportunities identified which
generate further annualized cost reductions by mid 2006 of GBP35-GBP50
million for a cash cost of GBP55-GBP70 million over this period.
Commenting on the results Chief Executive Officer, Warren Knowlton said:
"The strategic review of the Group conducted over the last six months has
identified substantial opportunities to extend the current restructuring
program and deliver attractive benefits, which should significantly enhance
shareholder value. There is a clear opportunity to transform the Group and
generate improved performance that will leave the Group in a strong position
when markets recover. This transformation is underway and will reshape the
Group."
To view full report and financials:
http://bankrupt.com/misc/MORGAN_CRUCIBLE.htm
*****
* Defined as statutory operating profit of 2.2 million (2002: loss GBP16.5
million) before goodwill amortization of GBP3.9 million (2002: GBP3.9
million) and operating exceptional charges of GBP15.3 million (2002: GBP28.3
million). This measure of earnings is shown because the Directors consider
that it gives a better indication of underlying performance.
** Defined as statutory loss before tax of GBP21.0 million (2002: loss
GBP32.8 million) before goodwill amortization of GBP3.9 million (2002:
GBP3.9 million) and corporate and operating exceptional charges of GBP30.9
million (2002: GBP38.0 million).
*** Basic underlying loss per share of 9.9p (2002: loss 14.0p) adjusted to
exclude the after tax impact of corporate and operating exceptional items of
13.3p (2002: 16.2p).
CONTACT: MORGAN CRUCIBLE PLC
Warren Knowlton, Group Chief Executive
Phone: 01753 837 302
Nigel Young, Finance Director
Phone: 01753 837 306
Rupert Younger/Charlotte Hepburne-Scott, Finsbury
Phone: 020 7251 3801
MORGAN CRUCIBLE: Chairman Farmer to Leave Firm December
-------------------------------------------------------
The Board of The Morgan Crucible Company plc announces that following its
statement at the AGM, Dr. E. B. Farmer CBE will be retiring as Chairman and
a Director of the company on December 12, 2003. Mr. Lars Kylberg who has
been a non-executive Director of the Company since September 1996 has been
appointed as Chairman effective from December 12, 2003.
Mr. Kylberg (63), a Graduate Engineer of the Chalmers University of
Technology is a Swedish National and commenced his career with the ASEA
Group with appointments in USA, South America, Middle East and South Africa.
He has held senior positions in Swedish industry and was President and
C.E.O. of Saab Scania AB (1991-1995). He has been Chairman of ASG AB and
Securum AB as well as non-executive Director of AB Electrolux and Akzo Nobel
and Generics plc. He is presently Chairman of Haldex AB plc and a
non-executive director of IBS AB plc.
Mr. Nigel Howard who previously indicated his intention to retire from the
Board in the autumn will retire on December 31, 2003.
The Board is pleased to announce the appointment of Mr Joseph MacHale as a
non-executive Director of the company with effect from Wednesday October 1,
2003.
Mr. MacHale (52) is a Chartered Accountant and has had international
experience with J. P. Morgan, having lived and worked in both North America
and Europe. He was Chief Executive for Europe, Middle East and Africa from
1997 until 2001.
CONTACT: THE MORGAN CRUCIBLE COMPANY PLC
Victoria Gould, Director of Group Communications
Phone: +44 (0)1753 837 237
FINSBURY GROUP
Charlotte Hepburne-Scott
Phone: +44 (0)20 7251 3801
MWB BUSINESS: Creditors Have Until October 11 to File Claims
------------------------------------------------------------
I, Geoffrey Lambert Carton-Kelly of Baker Tilly, The clock House, 140 London
Road, Guildford, Surrey GU1 1UW give notice in accordance with Rule 4.106(a)
of the Insolvency Rules 1986 that I was appointed Liquidator of MWB Business
Exchange Europe Limited (formerly MWB Business Exchange Limited) on August
11, 2003.
Notice is also hereby given that the creditors of the Company, which is
being voluntarily wound up, are required, on or before October 11, 2003 to
send in their full names, their addresses and descriptions, full particulars
of their debts or claims, and the names and addresses of their solicitors
(if any), to the undersigned Geoffrey Lambert Carton-Kelly of Baker Tilly,
The Clock House, 140 London Road, Guildford, Surrey GU1 1UW the liquidator
of the said company and, if so required by notice in writing from the said
Liquidator, are, personally or by their solicitors, to come in and prove
their debts or claims at such time and place as shall be specified in such
notice, or in default thereof they will be excluded from the benefit of any
distribution before such debts are proved.
G L Carton-Kelly, Liquidator
PACE MICRO: Expects U.S. Operations to Continue to Lose Money
-------------------------------------------------------------
Sir Michael Bett, Chairman of Pace Micro Technology plc, included the
following update in the company's Annual General Meeting on Tuesday.
"Since Pace's Preliminary Announcement of results for the year ended May 31,
2003 there has been further evidence of some recovery in the digital
set-top-box market.
I would like to update you on the three contracts announced at the end of
the last financial year. Deliveries have now started to Sky Italia, and the
product development work for Foxtel in Australia and Viasat Broadcasting in
Scandinavia is almost complete. Furthermore, Pace has recently won an order
from Premiere for its first digital contract in Germany with deliveries
expected to commence in early 2004.
Additionally, as reported in the Preliminary Announcement, Pace continues to
make steady progress in the U.S., the world's largest digital television
market. However, as expected, Pace's U.S. operations will continue to lose
money for the next six months.
Whilst revenues are running at a higher level than previously anticipated,
percentage margins are at the low end of the range of expectations as a
result of strong competition and adverse currency movements. Overheads are
down in line with expectations at the time of the Preliminary Announcement.
The cautious optimism that was referred to in the Preliminary Announcement
remains appropriate.'
CONTACT: PACE MICRO TECHNOLOGY PLC
John Dyson/Helen Kettleborough
Phone: 01273 538 005 / 07887 634083
CITIGATE DEWE ROGERSON
Ginny Pulbrook
Phone: 020 7282 2945
ROYAL MAIL: Parliament Urged to Probe Courier's Finances
--------------------------------------------------------
A parliamentary probe into the finances of beleaguered Royal Mail has been
requested by the Communication Workers Union, the main postal union
negotiating with the company over a projected 30,000 Royal Mail job-cuts.
British Broadcasting Corporation said the union accused Royal Mail's
management of exaggerating the poor state of the firm's finances in order to
excuse extensive job cuts.
Dave Ward, the union's deputy leader, told reporters at the Trades Union
Congress that the Post Office's financial position "is not as bad as it is
making out."
"It just wants to rip 30,000 jobs out of the industry," he added.
According to Ward, Royal Mail's losses had halved during the last year to
GBP600 million and that the postal firm would soon be back in the black. He
suggested that the real financial gap between the company and the union,
which is claiming an upfront 8% pay rise, could be bridged, and urged the
Commons trade and industry committee to order an immediate inquiry into the
group's accounts.
Unions and management at the Royal Mail have been locked in talks since the
board of directors announced that a future pay increase would be linked to
cost cuts.
TRINITY MIRROR: Sets September 19 Deadline for Offers
-----------------------------------------------------
Interested bidders for the Northern Ireland titles of Trinity Mirror must
make an offer before the September 19 deadline set by the struggling
company, the Financial Times said. Trinity and UBS will, by then, evaluate
the offers before a second round of bidding, the report added.
Likely bidders include Independent News & Media, the media group run by Sir
Anthony O'Reilly, Scottish Radio Holdings, and HG Capital, the private
equity group.
Trinity Mirror placed the titles up for sale last month as part of a
cost-cutting drive announced by Trinity chief executive Sly Bailey in July.
The firm is hoping to raise about GBP35 million from the sale of its nine
Northern Irish newspapers.
UBS Warburg is advising Trinity Mirror in the transaction.
CONTACT: TRINITY MIRROR PLC
1 Canada Square
Canary Wharf
E14 5AP Londres
Phone: + 44 (0) 20 7293 3000
Fax: + 44 (20) 7293 3405
CLYDE & FORTH PRESS GROUP
Pitreavie Business Park
Dunfermline
Fife
KY11 8QS
Phone: +44 1383 728201
Fax: +44 1383 738217
ISDN: +44 1383 722827
UNITED MILK: Receivers Extend Turnaround Plan Deadline
------------------------------------------------------
PricewaterhouseCoopers, receivers of U.K. milk processor United Milk, has
extended by two weeks the deadline for talks aimed at rescuing the company,
a spokesman for a consortium trying to buy the plant said.
"We continue to make good progress in our negotiations, although there are
many more complex issues to overcome," the spokesman said, according to
Reuters. The source represents a consortium including Dairy Farmers of
Britain, First Milk and Milk Link. The group made an offer last month after
Britain's largest farm-controlled milk processor called in receivers.
United Milk is designed to give farmers a secure future by providing them
with a direct route to market for their milk, processing 800 million liters
of milk a year into skimmed milk powder, cream and butter. But it ran into
debts that industry analysts estimated at GBP5 million on top of capital
debts of about ten times that figure.
The GBP45 million-operation is owned by 400 dairy farmers and is backed by
more than GBP10 million of their own money.
It employs 125 people and has an annual turnover of GBP100 million.
WS ATKINS: Sells Atkins Americas Holdings for US$17.5 Million
-------------------------------------------------------------
WS Atkins plc announces completion of the sale of its architecture and
engineering business Atkins Americas Holdings Inc. (formerly Atkins Benham
Holdings Inc.) to a consortium including members of the current management
team for US$17.5 million in cash. The sale proceeds will be used to reduce
the Group's debt.
Michael Jeffries, Chairman of Atkins, commented: "We are pleased that we
have been able to reach agreement on this sale despite difficult market
conditions.
The architecture and engineering market in the U.S. continues to be
challenging and we have taken this opportunity to reduce the Group's debt,
dispose of a loss-making business and enable greater focus on our core
businesses.
We will maintain our presence in the U.S. through cost management
specialists Hanscomb Faithful & Gould and through our Oil & Gas consultancy
activities, both of which complement our U.K. businesses."
*****
Atkins is one of the world's leading providers of professional,
technologically-based consultancy and support services. Atkins operates
from around the world and employs 15,000 permanent staff.
At March 31, 2003 the net assets of Benham subject to the transaction in the
Group's balance sheet were US$15.8 million.
In Atkins' results for the financial year to March 31, 2003 Benham reported
turnover of US$95.1 million and an operating loss before exceptional items
of US$4.9 million.
Atkins will retain a contingent liability in the form of performance bonds
for two existing projects. These were taken out in the normal course of
business for a construction value of US$33 million and are expected to
expire by December 2004. The projects concerned are scheduled for
construction completion in September 2003 and November 2003. The bonds
cover the period to completion plus the 12 month defects liability period
thereafter. Atkins has taken steps to mitigate the risk of any liabilities
and currently believes that the potential impact on the Group is minimal.
CONTACT: WS ATKINS
Phone: + 44 (0) 1372 726140
Michael Jeffries, Chairman
Stephen Billingham, Group Finance Director
BRUNSWICK
Phone: + 44 (0) 20 7404 5959
Craig Breheny
Harry Chathli
* Fitch Keeps Negative Outlook on U.K.'s Life Insurance Industry
----------------------------------------------------------------
Fitch Ratings, the international rating agency, says that it is maintaining
its Negative rating Outlook for the U.K. life insurance sector, reflecting
the agency's belief that there are still significant challenges and
difficulties ahead.
In a special report published Tuesday, Fitch says that the industry's
difficulties are far from over, although the agency notes that conditions do
appear to have stabilized, helped by more positive equity markets in recent
months. However, the agency warns against complacency and over-confidence
at this early stage of the apparent recovery, as the inherent risks and
challenges facing the industry remain. Specifically, Fitch expects ongoing
industry consolidation and additional competitive pressures on smaller life
insurers, while the volatility of the equity market performance appears
likely to continue, at least in the near term.
Fitch considers that over the last few years there has been intense pressure
on life insurers, as a result of the protracted equity bear market, fierce
competition, regulatory changes and a low interest rate environment, among
other factors. The winners have been the financially strong companies, with
strong brands and franchises. The long-mooted consolidation of this
historically fragmented industry is coming to a head, as a number of weaker
less well-positioned players have dropped out. Aviva, Legal & General,
Prudential and Standard Life are emerging as the top four life insurers,
although there is as yet no clear overall sector leader.
In the longer term, Fitch continues to view U.K. life insurance industry
fundamentals as strong. In particular, the growth opportunities offered by
U.K. demographic changes are considered very attractive. Fitch believes
that the long-term future for the stronger players in the market, with
strong brand franchises and capable managements, is bright. The challenge
is to improve efficiency, and to build and sustain a reputation for
investment management, so as to be able to compete effectively with other
providers of savings and investment products.
A full copy of the special report, entitled "Signs of Life: Mid-Year Review
of UK Life Insurance", is available from the company's web site at
http://www.fitchratings.com,in the Research Highlights section, under
Financial Institutions/Insurance.
*********
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 * * *