/raid1/www/Hosts/bankrupt/TCREUR_Public/031009.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, October 9, 2003, Vol. 4, No. 200


                               Headlines



A U S T R I A

ADCON TELEMETRY: Korneuburg Court Approves Closure of Company


F R A N C E

ALSTOM SA: Intensifies Focus on Customers Under New Structure
ALSTOM SA: Wins EUR184 MM Order to Build Cars for Shanghai
ALSTOM SA: To Supply ERTMS Train-Control Solution in Netherlands
FRANCE TELECOM: Chief Executive Concerned About Debt Past 2005


G E R M A N Y

CARL SCHENCK: To Close Loss-Making Ops; 350 to Lose Jobs
READYMIX AG: Workers Oppose Possible Sale to HeidelbergCement
MG TECHNOLOGIES: To Eliminate Minor Investors in Subsidiary
THYSSENKRUPP AG: Sells Novoferm to Japanese Sanwa Shutter
WESTLB AG: Covered Bond Bank Issues EUR2 Billion Bond


H U N G A R Y

RABA AUTOMOTIVE: Wins Supply Order From U.S.-Based John Deere


L U X E M B O U R G

MILLICOM INTERNATIONAL: Subscribers Exceed 5.3 M Mark in 3Q


P O L A N D

DAEWOO-FSO: Ukrainian Avto ZAZ to Provide Much-Needed Investment


R U S S I A

MOBILE TELESYSTEMS: 'B+' Ratings Affirmed; Outlook Stable
WIMM-BILL-DANN: Danone Could Announce Takeover Within Weeks


S W I T Z E R L A N D

SWISSAIR GROUP: Escapes CHF450 MM Breach-of-Contract Case
SWISS INTERNATIONAL: Flies 2.9 Million Passengers in 3rd Quarter


U N I T E D   K I N G D O M

ARC INTERNATIONAL: To Hold Conference Call on Results October 23
AES CORPORATION: To Sell Interest in British Medway Power
AMP LIMITED: Seeks Approval to Load U.K. Ops with Higher Debt
ARIG INSURANCE: Creditors Asked to Identify Claims Until Dec. 30
BALACLAVA GROUP: Joint Receivers Sell Estate of 37 Pubs

CALEDONIA INVESTMENTS: Net Asset Value Up 27% to 1161p Per Share
EDINBURGH CRYSTAL: Chairman Plays Down Rumors of Closure
GOSHAWK INSURANCE: GoshawK Syndicate 0102 Lowered to '1pi'
FIRST ACTIVE: Joint Receivers Offer Business and Assets for Sale
MASHFORD BROTHERS: Joint Administrators Seek to Sell Business

MOTHERCARE PLC: May Reveal Sustained Sales Recovery in Update
ROYAL MAIL: To Adopt Compensation Scheme to Enhance Efficiency
ROYAL & SUNALLIANCE: Puts in Place New 3-year Bank Facility
SILENTNIGHT HOLDINGS: Selloff Talks with Third Party Aborted
TXU EUROPE: Receivers Sell Power Plant in North Wales


                             *********



=============
A U S T R I A
=============


ADCON TELEMETRY: Korneuburg Court Approves Closure of Company
-------------------------------------------------------------
Adcon Telemetry AG informs that the court of Korneuburg/Austria,
as bankruptcy court, has approved the immediate closing of
bankrupt Adcon Telemetry AG on October 7, 2003.

                      *****

The court of Korneuburg, Austria commenced bankruptcy proceedings
for Adcon Telemetry AG on September 16, 2003 under file number GZ
36S91/03d.

Furthermore, Dr. Matthias Schmidt has been appointed estate
administrator.

The original plan, presented by the Executive Board, to show a
positive EBIT in 2004 and to achieve the operative turnaround of
the company cannot be maintained.  Thus, CEO Felix Primetzhofer,
who was appointed by the Supervisory Board June 16, 2003, cannot
justify a going concern for the company.

Additionally occurring risks, a deterioration in business
development as well as expiring frame contracts led to lower
sales, additional costs and thus to significantly higher
financing needs than originally anticipated.

The reasons for the negative outlook

(a) A letter of comfort issued for French subsidiary Adcon RF
     Technology SA could bear significant financial risks for
     Adcon Telemetry AG.

(b) A significant deviation in planned U.S. business as well as
     lots of products in stock at our distributors substantially
     deteriorate the outlook for 2003 and 2004.

(c) Expiring frame contracts without the chance of renewal or
     new business.

(d) Imminent litigations with foreign companies

CONTACT:  ADCON TELEMETRY AG
           DI Felix Primetzhofer
           Phone: 0043 (0)2243 38280-0
           E-mail: investor-relations@adcon.at
           Home Page: http://www.adcon.com



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


ALSTOM SA: Intensifies Focus on Customers Under New Structure
-------------------------------------------------------------
Philippe Mellier, President of ALSTOM's Transport Sector, on
Tuesday presented to his top 1,200 managers around the world a
new way of working and a new organization.

"ALSTOM Transport has doubled in size over the past few years
through expansion and acquisition," said Mr. Mellier.  "Company
processes, roles and responsibilities today need to be simplified
and focused so that we can manage our business as one single
entity."

Mr. Mellier's presentation was made to 500 top managers face-to-
face and to 700 managers in 40 countries by webcast.

"The recently agreed financial package to save ALSTOM gives us
the foundation to deliver the results needed to build our
future," he explained.  "This means that everyone in ALSTOM
Transport must quickly adopt the new standards for the way we
work together with all our customers and suppliers throughout the
world."

The new organization will be based on four newly created,
customer-focused regional businesses (Northern Europe, Southern
Europe, the Americas and Asia-Pacific).  They will be responsible
for all customer contacts, including business development,
tendering and project execution and thus will be responsible for
the profit and loss of the Sector.  They will be supported by a
single operations group that will manage all ALSTOM Transport
factories and engineering centers around the world to design,
produce and deliver trains, train systems and services "according
to the contract signed with each customer"  a phrase that Mr.
Mellier hammered home time and time again throughout the two-hour
presentation.

He added: "To meet our customers' actual needs and expectations
as well as our own profit targets  we will make sure that the
specifications we agree at contract time are both comprehensive
and stable, so that we can then focus all our efforts on delivery
according to the contract terms.  Customer relations is key to
ALSTOM Transport's new way of working; we need to be closer to
our customers, and our new organization will facilitate that."

The presentation was followed by a press conference in the ALSTOM
Transport headquarters in St. Ouen, where Mr. Mellier also
announced that more than EUR550 million of new business  orders
and announcements of new orders to come  came in over the last
few weeks.  "This is a very encouraging sign that, with the new
financial package, customers are reassured about our financials
and our future, so we can resume normal commercial relationships
and close the period of uncertainty, which was very detrimental
for us," Philippe Mellier concluded.

                      *****

Philippe Mellier became ALSTOM's Transport Sector President on
May 1, 2003.  Born in 1955, he was Chairman and Chief Executive
Officer of Renault Trucks from 2000-2003, having joined the
company in 1999 as a Senior Vice President for marketing in
Europe.  Prior to his career at Renault, he worked for the Ford
Motor Company, having held senior management positions with
responsibility for several countries.

With more than 35 product lines and a presence in more than 60
countries, ALSTOM's Transport sector offers a complete range of
products and services for new rolling stock, signaling, and
electrical and mechanical infrastructure as well as maintenance
and rehabilitation services to four distinct types of customers:
urban transit authorities and operators; intercity passenger rail
operators and rolling stock owners; rail freight operators; and
intercity railway infrastructure owners.  ALSTOM's Transport
sector, with sales of EUR5.1 billion in financial year 2002-2003,
is among the world's leading suppliers to the railway industry.


ALSTOM SA: Wins EUR184 MM Order to Build Cars for Shanghai
----------------------------------------------------------
The Shanghai Mass Transit Yangpu Line Development Co. has ordered
28 six-car ALSTOM METROPOLIS trainsets worth about EUR184 million
for the city's future Yangpu metro line.

The Yangpu line will run from the Yangpu district in the north of
the city to Pudong in the southeast.  The 23.4-kilometer line
will have 24 stations and offer access to the future Universal
Studios theme park and the World Expo 2010 park in Pudong.

The 168 METROPOLIS cars in this order are based on the vehicles
that ALSTOM is building for the city's Xinmin line.  Delivery is
scheduled to begin in October 2005 and to be complete by the end
of 2007.

ALSTOM's plant in Barcelona will manufacture the first train and
car-body shells, and the Le Creusot site in France will
manufacture bogie frames.

Chinese content will account for 70 percent of the manufacturing.
Shanghai ALSTOM Transport Co. (SATCO), a joint venture between
ALSTOM and Shanghai Electric Corp., will complete assembly of the
cars and carry out the painting, fitting out and testing of the
vehicles.

The project includes a technology-transfer program for the build
of bogie frames, the assembly of bogies and of aluminum modules,
and for the electrical equipment for traction motors.

Faced with fast-growing demand for mass public transportation,
the city is planning to build nine new metro lines.  Shanghai has
ordered nearly 500 ALSTOM metro cars for the Xinmin, Pearl and
Yangpu metro lines.  Eleven trains are already in service on the
Pearl line, and trains should enter service on the Xinmin line by
the end of the year.

"Our success in Shanghai shows the contribution that ALSTOM can
make in the Asia-Pacific region," said Philippe Mellier,
president of ALSTOM Transport, "where rail transport is a key
driver in economic development.  We expect Asia to be an
important growth market for us."

With more than 35 product lines and a presence in more than 60
countries, ALSTOM's Transport sector offers a complete range of
products and services for new rolling stock, signaling, and
electrical and mechanical infrastructure as well as maintenance
and rehabilitation services to four distinct types of customers:
urban transit authorities and operators; intercity passenger rail
operators and rolling stock owners; rail freight operators; and
intercity railway infrastructure owners.  ALSTOM's Transport
sector, with sales of EUR5.1 billion in financial year 2002-2003,
is among the world's leading suppliers to the railway industry.

Notes on the METROPOLIS line

METROPOLIS is the world's most successful modular metro train.
Since the range was developed in 1997, ALSTOM has sold more than
1,500 cars worldwide, both in simple rolling-stock orders and as
part of full turnkey solutions.  The modular conception of
METROPOLIS gives customers choice of car size, aluminum or
stainless-steel car bodies, mechanically fastened or welded
constructions, and manned or unmanned operation.

                      *****
Alstom has been hit by cost overruns on key projects, accounting
irregularities at its U.S. operation, and the bankruptcy of a
major client.  The company's share price has plunged 90%, and it
has shed thousands of jobs over the past two years.


ALSTOM SA: To Supply ERTMS Train-Control Solution in Netherlands
----------------------------------------------------------------
ALSTOM, in cooperation with consortium partner Holland
Railconsult, will supply its ATLAS 200 train-control and
signaling solution for the Betuweroute, a dedicated freight rail
line from the international seaport of Rotterdam to the German
border.

The total value of the contract awarded by ProRail, the
Netherlands' rail-infrastructure authority, is EUR75 million;
ALSTOM's share is EUR62 million.

The ATLAS 200 train-control solution is ALSTOM's implementation
of ERTMS at Level 2.  ERTMS is the new European Rail Traffic
Management System, made up of standards for train control, called
the European Train Control System, and radio transmission, called
GSM-R.

The primary purpose of ERTMS is cross-border interoperability of
trains.  Along with interoperability, ERTMS will deliver the
benefits of increased safety, higher speeds and increased
capacity for Europe's rail networks.

ALSTOM, with other rail-industry companies, has been at the
forefront of ERTMS development from the definition of standards
through validation to testing.  ALSTOM has been testing its ERTMS
solution on a pilot line in the Maastricht area in the
Netherlands as well as on test tracks in France, Italy and the
United Kingdom.

The installation of this ERTMS system on the Betuweroute will
make the Netherlands one of the first countries in Europe to
introduce ERTMS Level 2 on an operational line and confirm
ALSTOM's position as a world leader in the implementation of
ERTMS.

The 160-kilometer Betuweroute is currently under construction by
ProRail's Betuweroute project organization.  The line was
commissioned by the Dutch Ministry of Transport, Public Works and
Water Management and is due to enter service in 2007.

Notes on European Rail Traffic Management System:

Why is ERTMS needed?

The number one goal of the European Rail Traffic Management
System is interoperability of passenger and freight traffic.
Each country has developed its rail infrastructure independently,
and today there are more than 15 types of train-control and
train-protection systems in Europe.  ERTMS offers a single system
under which trains that are equipped to ride the rails in one
country would be equipped to operate in any of the others.

What is ERTMS?

ERTMS has two essential elements: the European Train Control
System, which comprises the ground and train-borne equipment that
ensures the safe operation of trains, and GSM-R, the digital
radio-transmission standard for railways.

What are the three levels of ERTMS?

ERTMS is designed to allow for progressive implementation on
railway lines; each level offers progressive increases in traffic
optimization.

Level 1 provides ATP (automatic train protection), the control of
the trains' speed.

Level 2 provides ATP plus movement authority via radio (GSM-R).

Level 3 allows moving-block operation.

With more than 35 product lines and a presence in more than 60
countries, ALSTOM's Transport sector offers a complete range of
products and services for new rolling stock, signaling, and
electrical and mechanical infrastructure as well as maintenance
and rehabilitation services to four distinct types of customers:
urban transit authorities and operators; intercity passenger rail
operators and rolling stock owners; rail freight operators; and
intercity railway infrastructure owners.  ALSTOM's Transport
sector, with sales of EUR5.1 billion in financial year 2002-2003,
is among the world's leading suppliers to the railway industry.

Holland Railconsult, an engineering and consulting company, is
ALSTOM's risk-sharing partner for the Betuweroute control-system
project.  More specifically, is responsible for applications
engineering and integration of the Betuweroute control system
with the existing railway systems.

Holland Railconsult provides solutions for capacity, safety,
environmental and integration on the Dutch rail network.  This
expertise enables Holland Railconsult to provide customers at
home and abroad with advice, innovative designs and projects for
rail and other transportation systems.

Holland Railconsult employs 1,600 staff, and in 2002 the company
achieved a turnover of EUR144 million.


FRANCE TELECOM: Chief Executive Concerned About Debt Past 2005
--------------------------------------------------------------
France Telecom Chief Executive Thierry Breton does not expect to
be freed from the woes brought by the company's debt in the next
two years, AFX said, citing French daily Le Monde.

The telecommunications provider has net debt of EUR49.3 billion
at the end of June, down from EUR68 billion at the end of 2002.
The reduction was due to the company's strong cashflow, EUR1.1
billion asset disposal, and EUR1.3 billion currency savings on
debt.

It intends to reduce debt by EUR15 billion from operational cash
flow during a three-year period starting at the beginning of
2003.

But Mr. Breton said: "The debt will not stop being a burden until
2005.  I am already concerned with post-2005."

Moody's, though, currently has a positive outlook on the Baa3
long-term debt rating of France Telecom.

The rating could be upgraded if the company generates sustainable
free cash flow of EUR4 billion or more, while resisting debt
financed acquisitions or other potentially significant cash flow
negative activity, it said.



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


CARL SCHENCK: To Close Loss-Making Ops; 350 to Lose Jobs
--------------------------------------------------------
Carl Schenck AG, a member of the Durr Technology Group, is
closing its loss-making pre-manufacturing operation in Darmstadt,
Germany.  As a result, about 350 jobs will be cut by the end of
2004 at the Darmstadt-based firm Schenck Fertigungs & Service
GmbH.

The measure will entail one-time charges of about EUR18 million.
With these one-time charges left out of account, the Durr Group's
goal is to stabilize its earnings before taxes in 2003 at the
preceding year's level (EUR22.6 million).

Even after deduction of all one-time charges, Durr still expects
a positive pretax result in the current fiscal year.  Systems
business, which has developed positively overall in the course of
the year, is primarily responsible for this, while development of
product business has been subdued.  For 2004, Durr expects a
significant earnings increase.

The reason for closing Schenck's pre-manufacturing operation,
which has been making losses for years, is lack of
competitiveness due to structural cost disadvantages arising, for
example, from insufficient capacity utilization and high
personnel costs.  Against that background, there is no realistic
prospect of a return to the profit zone.

Closing the pre-manufacturing operation will open up access for
Schenck to low-cost procurement markets and thus make
considerable cost advantages possible.

That will boost the competitiveness of Schenck's divisions and
permit rapid amortization of the one-time charges required for
the closing of the pre-manufacturing operation.  In 2003,
however, the one-time charges will entail a significantly
negative pretax result of the Schenck Group.

Schenck Fertigungs & Service GmbH supplies input products and
components mainly to other divisions of the Schenck Group.  The
company's management and works council will immediately begin
talks about how to implement the job cuts in a socially fair and
proper manner.  The measure will not affect the roughly 220
persons employed by other Schenck companies in equipment assembly
in Darmstadt.

Altogether, about 1,800 persons are employed at the Darmstadt
facility.

CONTACT:  Susanne E. Langer
           Phone: +49 (0)711 136-1785
           E-mail: corpcom@durr.com


READYMIX AG: Workers Oppose Possible Sale to HeidelbergCement
-------------------------------------------------------------
Workers at Readymix AG staged a protest over the planned sale of
the firm to HeidelbergCement on fears that it could mean the
break-up of the German company, Hans Bergmann, the head of the
works council, told Bloomberg.

About 500 workers went outside the German Federal Cartel Ofice in
Bonn on Tuesday to call on regulators to block the proposal,
while a delegation met the office's Vice-President Kurt
Stockmann, he said.

Mr. Bergmann expressed worries that half of the 4,000 employees
of the German unit of RMG Group plc will be fired.  The workforce
has already been trimmed down by a third.

``[And] we feel left in the dark by RMC about where this bidding
process is heading,'' he said.

Anja Scheidgen, a spokeswoman for the Bonn-based cartel office,
meanwhile, told Bloomberg in a telephone interview: ``[Tuesday's]
talks took place in a friendly atmosphere...We made it clear to
the workers' representatives that we take their concerns very
seriously.''

Germany's largest cement maker had GBP31.4 million (US$53
million) first-half operating loss.  Its annual revenue is about
EUR1 billion (US$1.2 billion).


MG TECHNOLOGIES: To Eliminate Minor Investors in Subsidiary
-----------------------------------------------------------
Mg technologies ag informed its subsidiary mg
vermogensverwaltungs-ag, in which it holds 99.40% of the share
capital, that it has decided to offer a cash payment of EUR33.0
per share to squeeze out the company's minority shareholders.

Shareholders are due to decide on the squeeze-out at the
extraordinary shareholders' meeting of mg vermogensverwaltungs-ag
on November 21, 2003.

                      *****

The leading global technology group announced last week a major
corporate repositioning prompted by a full strategic review
initiated in June.  The strategy includes focusing on
engineering, divesting its chemicals businesses, and putting in
place cost-cutting measures.  The company also warned it will
have to post pre-tax loss of approximately EUR150-170 million for
the current fiscal year.


THYSSENKRUPP AG: Sells Novoferm to Japanese Sanwa Shutter
--------------------------------------------------------
Earlier this year ThyssenKrupp already announced its intention to
sell the Novoferm, a leading European manufacturer of steel
doors, door frames, garage doors and industrial doors as part of
its active portfolio management.  Novoferm is part of the
ThyssenKrupp Technologies segment and has some 2,200 employees
and total sales of approximately EUR330 million.

ThyssenKrupp has reached agreement with Sanwa Shutter Corp.
regarding the sale of 100% of the share capital of Novoferm.  The
agreed selling price is EUR167 million, which equals a
transaction value of EUR187 million including minority interests
and pensions.

Tokyo-based Sanwa Shutter Corporation was founded in 1956 and is
a leading manufacturer of door systems and related building
products.  The company is listed on the Japanese stock exchange.

In 1996 Sanwa Shutter acquired Overhead Doors Corp. in the USA,
which is a manufacturer and distributor of garage doors and
industrial sectional doors.  In 2002 the Sanwa Shutter group had
around 6,600 employees in Asia and the USA and generated sales of
some US$2 billion.

The acquisition of Novoferm will give Sanwa Shutter Corp. a
presence in Europe and the opportunity to strengthen its position
on the world market.  Sanwa Shutter Corp. has currently no
activities in Europe and therefore there are no overlaps with
Novoferm.  Novoferm currently has 15 European production sites
and one production location in Korea.

Already since the merger between Thyssen and Krupp in 1999,
companies with sales of EUR2.6 billion have been divested and
businesses with sales of EUR4 billion have been acquired.
Further divestitures with sales of around EUR7 billion are
planned.  Through organic growth and selective strategic
acquisitions, ThyssenKrupp aims to achieve total sales of EUR40
to EUR46 billion in the medium term.

Contact:  Anja Gerber
           Public Relations
           Phone: +49 (201)106-53249
           Fax: +49 (201)106-53265
           E-Mail: gerber@tkt.thyssenkrupp.com
           Homepage: http://www.thyssenkrupp.com


WESTLB AG: Covered Bond Bank Issues EUR2 Billion Bond
-----------------------------------------------------
WestLB Covered Bond Bank, Dublin, is issuing its first covered
bond this week with a volume of EUR2 billion.  The five-year
bond, which is rated Aaa by Moody´s and AAA by S&P, will have a
spread of four to six basis points above mid-swaps.  Joint lead
managers for the issue are ABN Amro, Citigroup, Merrill Lynch and
WestLB.  WestLB Covered Bond Bank is a wholly owned subsidiary of
WestLB AG, Dusseldorf/Munster.

                      *****
WestLB's loss in 2002 was the result of significant write downs
on its refinancing of BoxClever, which is not part of the unit's
portfolio.  It called in administrative receivers for large parts
of the troubled television rentals business last month, after
months of talks about restructuring its exposure to the former
Radio Rentals and Granada TV rentals business.



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


RABA AUTOMOTIVE: Wins Supply Order From U.S.-Based John Deere
-------------------------------------------------------------
Raba Automotive Holding Rt, the struggling auto parts
manufacturer based in Gyor, Hungary, has found a partner that
would ensure its continuity for the next three years.

Budapest Business Journal reported that John Deere Waterloo Works
has signed a three-year partnership contract with Raba on product
development, manufacturing and delivery.  The two companies
agreed that U.S.-based John Deere Waterloo Works will purchase
rubber-tracked and parking-wet-brake rubber belt axles for its
9000T tractors exclusively from Raba.

Raba will also be a preferred supplier of certain tractor axle
components produced as part of Raba's core line of business, a
term indicated in the contract.

A May 2003 issue of TCR-Europe said Raba recorded the most dismal
financial performance in last year, posting losses of HUF2.5
billion on HUF39.4 billion in revenues.  The company blamed
negative external factors, such as the worldwide economic
recession and the weakening of the dollar.  Net sales revenue
from exports dropped HUF10 billion in 2002 compared to a year
earlier due to the exchange rate factor.  It also blamed the
dollar for the reduction of HUF2 billion in sales revenue and
operating profit.

The contract brings in hope for the company, as deliveries to
Deere & Co. group will account for 6-7% of Raba's total revenues
for 2003.



===================
L U X E M B O U R G
===================


MILLICOM INTERNATIONAL: Subscribers Exceed 5.3 M Mark in 3Q
-----------------------------------------------------------
Millicom International Cellular S.A. (MIC) (Nasdaq:MICC), the
global telecommunications investor, announced Tuesday that in the
third quarter of 2003 its worldwide operations in Asia, Latin
America and Africa added 832,006 net new cellular subscribers,
including some 460,000 for Telemovil, MIC's operation in El
Salvador, which was re-consolidated in September.  Underlying
subscriber additions for the quarter, excluding El Salvador were
the highest since the last quarter of 2000.  On a proportional
basis, 722,691 subscribers were added.

At September 30, 2003, MIC's worldwide cellular subscriber base
increased to 5,303,841 cellular subscribers from 3,715,731 as at
September 30, 2002.  Particularly significant percentage
increases were recorded in Ghana, Senegal, Pakistan, Cambodia and
Vietnam.  MIC Africa recorded its best ever quarter in terms of
subscriber growth, adding 86,201 subscribers, an increase of 19%
from June 30, 2003.

At September 30, 2003, MIC's proportional subscriber base
increased to 3,806,646 from 2,601,769 at September 30, 2002.

Cellular Operations including El Salvador (i)


Proportional Proportional Annualized Total     Total
Annualized
(ii)         (ii)         Increase   Subs at   Subs at  Increase
Subs at      Subs at                 Sept 30,  Sept 30,
Sept 30,     Sept 30,                2003      2002*
2003         2002*

Asia    1,534,322  1,055,478        45%  2,437,759  1,662,352
47%

Latin
America 1,907,642  1,294,547        47%  2,334,339  1,665,919
40%
Africa    364,682    251,743        45%    531,743    387,460
37%
Total
Cellular
Ops     3,806,646  2,601,769        46%  5,303,841  3,715,731
43%

  (i)  All numbers and comparatives exclude divested operations
  (ii) Proportional subscribers are calculated as the sum of MIC's
       percentage ownership of subscribers in each operation.

  *    Excluding El Salvador

Within the 3,806,646 proportional cellular subscribers reported
at the end of the third quarter, 3,341,001 were pre-paid
customers.  Excluding El Salvador, proportional prepaid
subscribers increased by 33% from September 2002.  Pre-paid
subscribers currently represent 88% of gross reported
proportional cellular subscribers.

Millicom International Cellular S.A. is a global
telecommunications investor with cellular operations in Asia,
Latin America and Africa.  It currently has a total of 16
cellular operations and licenses in 15 countries.  The Group's
cellular operations have a combined population under license of
approximately 382 million people.  In addition, MIC provides
high-speed wireless data services in five countries.

                      *****
An improved liquidity position and reduced leverage as a result
of the completion of the company's exchange offer and subsequent
issuance of 5% mandatory exchangeable bonds that will help retire
approximately US$167 million of 11% senior notes led Moody's to
upgrade its ratings on Millicom International Cellular SA.

The debt instruments upgraded were its senior implied rating (to
B1 from Caa1), issuer rating (to B2 from Caa2), and 13.5% senior
subordinated discount note due 2006 (to B3 from Caa3).  Its 11.0%
senior unsecured notes due 2006 was assigned a B2 rating.

CONTACTS:  MILLICOM INTERNATIONAL CELLULAR S.A.
            Marc Beuls, President and Chief Executive Officer
            Phone: +352 27 759 101

            Andrew Best
            Shared Value Ltd, London
            Phone: +44 (0) 20 7321 5022



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


DAEWOO-FSO: Ukrainian Avto ZAZ to Provide Much-Needed Investment
----------------------------------------------------------------
A Ukrainian company has been identified to become an investor for
Daewoo-FSO, the struggling Zeran-based car manufacturer,
unofficial sources in the sector told Warsaw Business Journal.

Avto ZAZ a car producer based in Ukraine is reportedly planning
to enter the enterprise, although on the condition that Daewoo-
FSO's right to produce Lanos and Matiz are prolonged.

An unidentified source said: "There are ongoing talks with Avto
ZAZ.  A situation in which both the Ukranians and the British
would participate cannot be excluded either."

Representatives of the producer declined to confirm the
speculation.

Previously, the Polish Economy Minister said other players aside
from MG Rover could come out as the financial restructuring of
the Warsaw-based carmaker continues.  The British car producer
has been negotiating the terms of investment in the troubled
Polish carmaker for over a year and a half now.  It recently said
its interest on the company will not wane even if Daewoo-FSO
become bankrupt.

Cooperation with Avto ZAZ, or any other Ukranian company, is
considered a significant step for Daewoo-FSO considering the
slide of its sales on the Polish market.

Daewoo exported 20,000 cars to Ukraine this year, and as many as
100,000 (30% of which would be aimed at Russian market) could be
sold in 2005.

CONTACT:  DAEWOO-FSO MOTOR CORPORATION
           Ul. Jagielloivska 88
           03-215 Warszawa
           Phone: +48-22-676-3955
           Fax: +4822-676-1501
           Homepage: http://www.daewoo.com.pl



===========
R U S S I A
===========


MOBILE TELESYSTEMS: 'B+' Ratings Affirmed; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
long-term corporate credit rating on Russia-based mobile
telecommunications operator Mobile TeleSystems OJSC (MTS), and
its 'B+' senior unsecured debt rating on guaranteed subsidiary
Mobile Telesystems Finance SA (MTS Finance).  The outlook is
stable.

In addition, Standard & Poor's assigned its 'B+' senior unsecured
debt rating to the proposed $400 million notes issue by MTS
Finance.

The proposed issue should improve MTS' debt maturity profile as
part of the proceeds will be used for refinancing, including
straight repayment of a $100 million loan from Credit Suisse
First Boston International (A+/Stable/A-1) and a $100 million
loan from ING Bank N.V. (AA-/Stable/A-1+).

"Although the ratings on MTS remain constrained by the financial
risk driven by the company's aggressive investment policy, they
are supported by the company's leading market position in Russia
and solid operating performance," said Standard & Poor's credit
analyst Pavel Kochanov.

Another important rating factor is the relatively weaker credit
standing of MTS' controlling shareholder, Russian diversified
holding company AFK Sistema (B-/Stable/--).  Standard & Poor's
believes that MTS retains a certain degree of separation from
Sistema, however, due to the 25.1% stake held in MTS by T-Mobile,
a subsidiary of Deutsche Telekom AG (BBB+/Stable/A-2), and the
dividend policy agreed by key MTS shareholders.

Standard & Poor's will continue to closely monitor Sistema's debt
as a potential contingency for MTS, as well as the economic and
structural links between Sistema and MTS.

"MTS is expected to balance its capital expenditures and
acquisitions budget with the growth of its operating cash flow
and moderate debt levels," added Mr. Kochanov.  "The ratings also
assume that MTS will retain a degree of separation from its
lower-rated shareholder Sistema."


WIMM-BILL-DANN: Danone Could Announce Takeover Within Weeks
------------------------------------------------------------
French food group Danone is close to taking over control of
Russian fruit juice and dairy products company Wimm-Bill-Dann,
sources close to the negotiations said, according to the
Financial Times.  Danone already holds 7% of Wimm-Bill-Dann.

The US$900 million deal, which was negotiated for already more
than two years, could be announced by the end of the month, the
report said.

The parties initially got stuck discussing about the price as
Wimm-Bill-Dann's shares were judged by some analysts too highly
priced in view of current earnings and future prospects.

"We like the company but the shares are overvalued," said Dmitry
Vinogradov, an analyst with Brunswick UBS in Moscow.  "It has
solid top-line growth, but it cannot charge premium prices."
Wimm-Bill-Dann had net income of US$36 million on sales of US$852
million last year.

But discussions recently rolled fast after management contracts
were geared to the completion of a deal before the end of this
year, the report said.

In May, Standard & Poor's Rating Agency assigned Wimm-Bill-Dann a
'B+' long-term corporate credit rating.

Credit analyst Tatiana Kordyukova said: "The ratings on WBD are
constrained by the company's need for substantial investment in
plant and working capital over the next several years to support
its growth strategy and maintain its leading position in the
steadily growing Russian packaged food market."



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


SWISSAIR GROUP: Escapes CHF450 MM Breach-of-Contract Case
---------------------------------------------------------
In its ruling of September 8, 2003, an international court of
arbitration in Lisbon, convened in accordance with the rules of
the International Chamber of Commerce, dismissed a lawsuit filed
by the Grupo Espirito Santo against SAirGroup, SAirLines and a
banking consortium.  Had the court decided in favor of the
complainant, SAirGroup would have been obliged to acquire the
second-largest Portuguese airline, Portugalia-Companhia
Portuguesa de Trasportes Aereos, SA, at a price of
PTE20,999,775,000 (approximately EUR105'000'000.--).

The suit was founded on an agreement on the purchase of
Portugalia that was concluded by the parties in July 1999.  The
transaction never went ahead because certain contractually agreed
conditions, specifically approval from the EU authorities for the
Swissair Group to take over Portugalia, were never fulfilled.  In
its comprehensive decision, the court of arbitration ruled that
the Swissair companies that were the subject of the suit were not
in breach of contract and that, in particular, they cannot be
held responsible for the absence of official authorization.  The
decision is final and absolute.

A number of the parties involved in the arbitration proceedings
have lodged claims of approximately CHF450 million each against
SAirGroup and SAirLines in connection with the Portugalia deal.
Following the decision of the court of arbitration, these claims
can be rejected and excluded from proceedings to determine
creditor priority because they have no legal foundation.

Further media release in response to newsworthy events -
Circulars twice a year

Some time ago, the debt-restructuring judge approved the debt
restructuring agreements for Sair-Group, SAirLines, Flightlease
AG and Swissair Swiss Air Transport Company Ltd.  This marked the
start of a new phase in the liquidation of the companies, which
involves a great deal of work but is also less eventful.
Consequently, the Liquidator, Karl Wuthrich of Wenger Plattner,
will no longer be issuing weekly reports on his activities.  It
is planned that, in the future, notices to creditors and the
media will be issued only when warranted by newsworthy events.
In addition, the Liquidator will provide creditors with detailed
information in a circular that is due to be published twice a
year.

CONTACT:  Liquidator's website: www.liquidator-swissair.ch
           Contact:
           Filippo Th. Beck
           Wenger Plattner
           Phone: +41 (0)1 914 27 70
           Fax: +41 (0)1 914 27 88


SWISS INTERNATIONAL: Flies 2.9 Million Passengers in 3rd Quarter
----------------------------------------------------------------
Swiss International Air Lines transported a total of 2.9 million
passengers on its scheduled services in the past 3rd quarter
(July - September 2003).  Up from 77.3% to 77.6%, the average
seat load factor was marginally better than in the same period of
the previous year; this is essentially due to high passenger
volumes on European routes.  Cargo business development was
encouraging, with performance maintained at last year's level.

On the European network, the average 3rd quarter seat load factor
was 68.6%, up 4.9% over the same period in the previous year.
There was a significant double-digit improvement of between 10%
and 24% in seat load factors in the markets in England, Germany,
Austria, Belgium, Scandinavia, Poland and the Czech Republic.
The capacity reduction on European routes, with 25% fewer
available seat kilometers for just 20% fewer tickets sold, has
contributed to this positive result.  Greece, Turkey and Bulgaria
were the only markets in which a marginally lower load factor was
noted in comparison to the 3rd quarter of the previous year.

The 3rd quarter seat load factor on intercontinental routes was
81.4%.  This is 3% below the previous year's figure of 84.4%.
North Atlantic traffic was just under 4% lower than last year's
equivalent figure, but was compensated by a better class mix.  In
the Middle East, the seat load factor has already improved by
2.2% to 75.9% following the end of the war in Iraq.

Whereas passenger volumes on North Atlantic services were just
under 4% below the same period of the previous year, we have
already seen a 2.2% improvement in the seat load factor in the
Middle East, which now stands at 75.9% following the end of the
war in Iraq.  Load factors on flights to the Far East have
increased steadily since the end of the SARS epidemic.  In
September, the load factor on aircraft operating in this region
was 78.2% (6.2% down on the same period of the previous year).
Overall, August was the busiest month of 2003 with 265,112
passengers.

In the first nine months of 2003, Swiss International Air Lines
transported a total of 8.2 million passengers on its scheduled
services.  The average seat load factor between January and
September was 71.6% (71.0% in the same period of the previous
year).  At 77.6%, this year's 3rd quarter seat load factor was
slightly better than the previous year's figure (77.3%), mainly
due to high load factors on European routes.

Swiss WorldCargo

Swiss WorldCargo, the Freight Division of Swiss International Air
Lines, made another substantial contribution to the overall SWISS
results in the 3rd quarter of 2003.  The load factor (volumes) on
the intercontinental routes so important to cargo operations was
maintained at last year's high level, consistently hitting the
upper 80% mark.  The solid basis of these results is confirmed by
the FTK value (Freight-Tonne Kilometre).  Overall performance
values are on a par with targets, despite the reductions in the
SWISS network, which had a particularly big impact on cargo
destinations in the strong Asian market.  Over the past two
months, however, the Cargo Division has already successfully
compensated for part of its lost capacity by entering into
various partner agreements in the freight industry.


Key figures: SWISS scheduled services for the 3rd quarter of 2003

Total passengers                                  2,919,084
Total number of flights                           46,688

Available seat kilometers (million)               8,435

Swiss was formed in April 2002 from the remains of failed
Swissair and the regional carrier Crossair with a CHF2.7 billion
private-public cash drive.  It is going through its biggest
restructuring ever and has slashed its fleet and workforce by
about a third and cutting route network by over a quarter.

CONTACT:  SWISS Corporate Communications
           P.O. Box, CH-4002 Basel
           Phone: +41 (0) 848 773 773
           Fax: +41 61 582 35 54
           E-mail: communications@swiss.com
           Homepage: http://www.swiss.com



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


ARC INTERNATIONAL: To Hold Conference Call on Results October 23
----------------------------------------------------------------
ARC International plc (LSE:ARK), the semiconductor and software
technology licensing company, announced Tuesday that results for
the third quarter and nine months to September 30, 2003 will be
published on Thursday, October 23.  A conference call for
analysts will take place at 2.30 p.m. GMT.  Dial in details will
be provided.

Group revenues for the third quarter of 2003 are expected to be
GPB2.5 million.  A full breakdown of the third quarter results
will be provided on the day of results.

                      *****
Arc International reported pre-exceptional net losses of GBP5.6
million in August.  Its turnover was GBP2.4 million, down 17%
sequentially.

CONTACT:  Tulchan Communications
           Julie Foster, Tim Lynch
           Phone: +44 (0) 20 7353 4200
           Homepage: http://www.tulchangroup.com


AES CORPORATION: To Sell Interest in British Medway Power
---------------------------------------------------------
The AES Corporation (NYSE: AES) announced Monday an agreement
with SSE Generation Limited, a subsidiary of Scottish and
Southern Energy Plc, to sell its ownership interest in Medway
Power Limited (MPL) and AES Medway Operations Limited (AESMO) in
an aggregate transaction valued at approximately GBP47 million.
AES will sell its 25% ownership of MPL, a 688 MW natural gas-
fired combined cycle facility located in the United Kingdom, and
its 100% interest in AESMO, the operating company for the
facility.  The combined value of both transactions equates to an
equity purchase price, which is substantially over the book value
of AES' investment in both MPL and AESMO.

Paul Hanrahan, President and Chief Executive Officer of AES,
commented, "This strategic sale demonstrates our commitment to
continually assess our investment portfolio worldwide to ensure
we are maximizing value for our shareholders.  In this case, we
are selling a business at a price we believe is attractive
relative to maintaining our minority ownership in the business."

Completion of the transaction is subject to certain third party
approvals, and AES expects the sale of both businesses to close
in the fourth quarter of 2003.

AES is a leading global power company comprised of contract
generation, competitive supply, large utilities and growth
distribution businesses.

The company's generating assets include interests in 119
facilities totaling over 46 gigawatts of capacity, in 28
countries.  AES's electricity distribution network sells 89,614
gigawatt hours per year to over 11 million end-use customers.

For more general information visit our web site at
http://www.aes.comor contact investor relations at
investing@aes.com

                      *****
In July, Fitch Ratings affirmed the existing ratings of The AES
Corporation as:

                               AES

          -- Senior secured bank debt 'BB';
          -- Senior secured notes collateralized by first
                priority lien 'BB';
          -- Senior unsecured debt 'B';
          -- Senior and junior subordinated debt 'B-';

                           AES Trust III

          -- Trust preferred convertibles 'CCC+'.

                           AES Trust VII

          -- Trust preferred convertibles 'CCC+'.

Fitch has also assigned a 'B+' rating to AES' recently raised
$1.8 billion junior secured notes collateralized by a second
priority lien.  The collateral package pledged to AES' secured
debts consists of all of the capital stock of AES' material
domestic subsidiaries and 65% of the capital stock of AES'
foreign subsidiaries.  In addition, Fitch revised AES' Rating
Outlook to Stable from Negative.

CONTACT:  AES CORPORATION
           Kenneth R. Woodcock,
           Phone: 703-522-1315


AMP LIMITED: Seeks Approval to Load U.K. Ops with Higher Debt
-------------------------------------------------------------
Australian financial services group AMP Ltd. is reportedly asking
the Financial Services Authority to allow its U.K. business to
hold more debt.  The proposal is part of the final talks between
AMP and the regulator regarding the capital structure of AMP's
U.K business, which includes insurance arms Pearl, NPI, London
Life, and Henderson Global.

An approval could spare AMP Chief Executive Andrew Mohl from
plowing more funds to the troubled business ahead of its demerger
from the Australian operation.

AMP already had already pumped up its British side with AU$1.8
billion over the past year.  It initially said the U.K. business
would no longer hold any debt when it is spun off.

The current development is likely to fuel speculation that the
demerger of the British business could be delayed until next
year, according to This is London.

Insurance arms Pearl, NPI and London Life are closed to new
business but fund manager Henderson Global Investors remains
profitable.


ARIG INSURANCE: Creditors Asked to Identify Claims Until Dec. 30
----------------------------------------------------------------
Notice is hereby given that, by the Order dated September 30,
2003 made in the High Court of Justice in England and Wales in
the matter of Arig Insurance Company Limited, the scheme of
arrangement proposed be made between the Company and its Scheme
Creditors (as described in the Scheme) pursuant to section 425 of
the Companies Act 1985, which was voted on and approved by Scheme
Creditors during the meeting held on September 12, 2003, was
sanctioned.  The Court Order and an office copy of the Scheme
were lodged with the Registrar of Companies on September 30,
2003, and the Scheme became effective on that date.

Scheme Creditors are required to submit completed Claim Forms by
December 30, 2003 or will be adjudged to have a claim valued at
nil.  Claim Forms should be returned to the Company's run-off
manager, Castlewood (EU) Limited, 1 Stoke Road, Guildford, Surrey
GU1 4HW, United Kingdom (Phone: +44 (0) 1483 452 622), marked for
the attention of Mr. Paul /Thomas to arrive on or before December
30, 2003.

Should you have any questions regarding this Notice, please
address them to Emma Pugsley at: PricewaterhouseCoopers LLP, 3
St. Philips Central, Bristol BS2 0KJ, United Kingdom (Phone: +44
(0) 117 972 4553, Fax: +44 (0) 117 954 2900, E-mail:
emma.pugsley@uk.pwc.com)


BALACLAVA GROUP: Joint Receivers Sell Estate of 37 Pubs
-------------------------------------------------------
The Balaclava Group (in administrative receivership): Balaclava
Pub Company Limited, Hobgoblin Group Limited, and Hobgoblinns
Limited.

The Joint Administrative Receivers, Michael Oldham and Simon
Bower, offer for sale the business and assets of the Balaclava
Group.

(a) An estate of 37 leasehold and freehold managed pubs with
turnover comprising mainly wet sales

(b) Situated predominantly in the East Midlands and Thames Valley

(c) A majority of the pubs are branded and trade under the
'Hobgoblin' banner and focus on the student market

(d) The remainder of the estate is unbranded and community
focused

(e) Included within the estate are three 'superpubs' with
capacities of up to 800

Contact:  RSM ROBSON RHODES LLP
           186 City Road, London EC1V 2NU
           Contacts: Lisa Mann or Candice Lock
           Phone: 020 7865 2330 or 020 7865 2609
           Fax: 020 7253 4629
           E-mail: lisa.mann@rsmi.co.uk or
                   candice.lock@rsmi.co.uk


CALEDONIA INVESTMENTS: Net Asset Value Up 27% to 1161p Per Share
----------------------------------------------------------------
Caledonia Investments plc announces that its unaudited net asset
value (NAV) as at September 30, 2003 was 1161 pence per share,
before deduction of an interim dividend.  The amount of the
interim dividend in relation to the year ending March 31, 2004
will be considered by the Board and announced with the full
interim results.

Tim Ingram, Chief Executive, commented: 'At the interim stage,
NAV per share has increased by 27% since last year end, and the
company has achieved over 10% outperformance in its net assets
against the FTSE All Share index in the first six months.  On a
total return basis, the company has outperformed its stated
benchmark of the FTSE All Share Total Return index by 60% and 75%
over the five and ten year periods respectively ended on
September 30, 2003.

Caledonia's long-term investment approach continues to deliver
outstanding performance, and we shall continue to seek
opportunities to invest in, and actively manage, situations which
have the potential to add value for shareholders.'

The monthly reported NAV per share, together with performance
statistics and information on the valuation of principal
investments, is available on Caledonia's website at
http://www.caledonia.com

CONTACT:  CALEDONIA INVESTMENTS PLC
           Phone: 020 7802 8080
           Tim Ingram, Chief Executive
           Jonathan Cartwright, Finance Director

           COLLEGE HILL
           Phone: 020 7457 2020
           Tony Friend
           Tom Allison


EDINBURGH CRYSTAL: Chairman Plays Down Rumors of Closure
--------------------------------------------------------
Caledonia Investments is considering closing its loss-making
Penicuik-based glassware business Edinburgh Crystal Glass,
according to Sunday Herald.

The report quoted Caledonia finance director Jonathan Cartwright
saying: " It's a great product and there is a good management
team.  But it's been a very tough time for them.  From an
investment perspective, it has not been a great performer."

According to him, Caledonia, which owns the business since 1990,
could buy a partner for the operation, form a joint venture with
a complementary business, dump in more capital, or close it down.

He did not comment on the likely option, but some sources say
Caledonia could close the 143-year-old business.

Alastair Ritchie, Edinburgh Crystal's chairman, however, said: "I
don't think anyone is making money in the luxury giftware market
at the moment.  But the situation is not as forlorn as it might
appear.  We are looking at our options ... but [closure is]
unlikely."

Edinburgh Crystal is manned by 360 people in Penicuik and in
retail concessions across the U.K.  It reported pre-tax loss of
GBP1.18 million in the year to March 2002, and losses of GBP1.03
million in 2000-2001.

Caledonia insiders say Edinburgh Crystal accounts for 0.25% of
its GBP842 million in net assets.


GOSHAWK INSURANCE: GoshawK Syndicate 0102 Lowered to '1pi'
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its Lloyd's
Syndicate Assessment (LSA) on GoshawK Syndicate Management
managed syndicate 0102 to 'LSA 1pi' from 'LSA 2pi'.

"The action, following GoshawK Insurance Holdings' (GoshawK) 2003
interim results, reflects the possibility that syndicate 0102 may
not be able to trade forward into 2004 in its current form and
scale without a material capital injection to ensure the solvency
of its corporate capital member," said Standard & Poor's credit
analyst Marcus Rivaldi.

Standard & Poor's previous downgrade of syndicate 0102 to 'LSA
2pi' from 'LSA 3pi' (see the media release entitled "Negative
Trends in Lloyd's Syndicate Assessments", published on Sept. 24,
2003, on RatingsDirect, Standard & Poor's Web-based credit
analysis system) incorporated the impact of GoshawK's July 2003
group profit warning.  This highlighted a need for material
increases in syndicate reserves relating to GoshawK's legal
expense (LE) and cargo accounts, the former reserve increases
necessary as a result of the collapse of the Accident group.
These increases ultimately resulted in a deterioration of the
syndicate's forecast for the 2001 year of account, an initial
negative forecast for 2002, senior management changes, and the
initiation of a group strategic review (led by Dresdner Kleinwort
Wasserstein) aimed at maximizing shareholder value.

Subsequently, and following a review of reserve adequacy
involving independent actuaries, the scope of reserve
strengthening was widened to include the contingent cost
insurance (CCI) account and a reassessment of the effectiveness
of the syndicate's reinsurance recoveries.

Standard & Poor's considers that uncertainty remains as to the
adequacy of CCI and LE reserves.  The reserving range for the CCI
account indicated by external actuaries is wide at 144%-373% of
premiums written.  Management has increased its reserves to 150%
of premiums written, and is undertaking a data-gathering exercise
aimed at resolving some of this uncertainty.

Standard & Poor's also notes GoshawK's external auditor's
references to "fundamental uncertainties" in the group's interim
results with regard to the reserving issues and the group's
"going concern".

To ensure the syndicate corporate capital member's solvency and
the presence of a viably sized business for 2004, Standard &
Poor's considers that a material capital injection is required
before the Lloyd's Market's November 2003 coming-into-line date.

Standard & Poor's believes that GoshawK's internal and external
financial flexibility -- that is, its ability to fund capital
requirements -- is constrained, especially within the time frame
available to it.  Capital and surplus at group subsidiary GoshawK
Reinsurance Ltd. (not rated) -- a Bermuda-based, Class 4
reinsurer -- stands at $261 million, which is above the $250
million threshold considered important by management with regard
to the company's ability to access a wider showing of business.

However, Standard & Poor's believes that in light of the current
group strategic review and following the group's recent net worth
covenant breach, group management and its main lending banks
would be reluctant to fund losses at the Lloyd's business from
this source.  External sources of funding for the Lloyd's
business are also likely to be limited.


FIRST ACTIVE: Joint Receivers Offer Business and Assets for Sale
----------------------------------------------------------------
The Joint Administrative Receivers, Robert Hunt, Mark Hopkins and
Stuart Maddison, offer for sale the business and assets of this
group, which supplies complete vehicle solutions to a blue chip
customer base.

Principal features of the business include:

(a) administration and provision of contract hire vehicles

(b) supply of short let vehicles sourced direct from the
manufacturer to businesses in support of their fleets

(c) consultancy services to corporate customers and subsequent
provision of vehicles

(d) provision of additional ancillary services such as insurance,
accident claims management and telematics

(e) infrastructure to manage and control a car fleet currently in
excess of 2000 cars with annual revenue circa GBP3 million

(f) circa 50 employees based in Staffordshire

For further information please contact Karen Wilkins of
PricewaterhouseCoopers, Cornwall Court, 19 Cornwall Street,
Birmingham B3 2DT.  Phone: 0121 265 5631; Fax: 0121 265 5651; E-
mail: Karen.t.wilkins@uk.pwc.com


MASHFORD BROTHERS: Joint Administrators Seek to Sell Business
-------------------------------------------------------------
By order of the Joint Administrators Simon Thomas and Andrew Pear
of Tenon Recovery

Re: Mashford Brothers Limited
Ship and Boat Repair Yard (Business and Assets for Sale)

Principal features of the business include: well located yard
near Plymouth; ability to accommodate vessels to maximum 350 tons
displacement; experienced and loyal workforce; long lease until
2048; and turnover year ended 31.12.02 circa GBP1.025 million.

CONTACT:  Andy Pear
           TENON RECOVERY
           Phone: 020 7935 5566
           E-mail: andrew.pear@tenongroup.com
           Homepage: http://www.tenonroup.com

           Roland Cramp
           EDWARD SYMMONS
           Phone: 020 7955 8454
           E-mail: roland.cramp@edwardsymmons.com
           Homepage: http://www.edwardsymmons.com


MOTHERCARE PLC: May Reveal Sustained Sales Recovery in Update
-------------------------------------------------------------
Mothercare PLC, the struggling high street chain that has
recently been showing faint signs of revival after a terrible
2002, is expected to reveal in its awaited trading update whether
it has sustained sales recovery.

Online news agency Teletext said same-store sales for the
retailer rose by 3.4% in the first 15 weeks of its financial
year, compared to the 2.4% increase in the final quarter of the
year before.

However, City experts were skeptical whether Mothercare is
capitalizing fully on the spending potential of the U.K.'s new
parents, which number 1.2 million a year.

Mothercare struggled from poor sales and a high turnover of
executives.  It dissolved its original umbrella company,
Storehouse, by selling its 154-store Bhs housewares chain to
Monaco-based investor Philip Green, and adopted the name
Mothercare shortly thereafter.

On its results for the 28 weeks ended October 12, 2002, the
company's loss before tax and exceptional items is GBP10.0
million (2001, GBP4.8 million profit).

The retailer sells maternity, baby, and children's clothes,
nursery equipment, and toys at more than 400 stores.  Most
locations are in the U.K., while more than a third are franchises
in other parts of Europe, Asia, and the Middle East.

CONTACT:  MOTHERCARE PLC
           Ben Gordon, Chief Executive
           Phone: 020 7404 5959 (Tuesday only)
           Mark McMenemy, Finance Director
           Phone: 01923 206 187


ROYAL MAIL: To Adopt Compensation Scheme to Enhance Efficiency
--------------------------------------------------------------
Royal Mail has introduced new compensation arrangements for
customers.

The new compensation scheme gives customers 12 times the cost of
First Class postage for First Class letters that arrive more than
four working days after posting and for Second Class letters that
arrive more than six working days after posting.

Customers will be given GBP3.36 worth of postage in a book of
First Class stamps.

Business customers will get refunds on their postage bills if
Royal Mail does not meet regulatory performance targets.

Royal Mail's move is in line with the determination by the
industry regulator Postcomm that will see the start of a
mandatory scheme for Royal Mail customers from January 1 next
year.

Royal Mail Chief Executive Adam Crozier said: "The new
arrangements we've started meet almost all of the requirements in
Postcomm's determination on compensation so our customers will
get early benefit.

"Royal Mail is offering customers the fairest postal compensation
scheme in the world - one of the very few to pay compensation
for delay.  It's better than compensation schemes offered by our
competitors and other service industries.

"We'd rather get the service right first time than pay
compensation.  But with more than 82 million letters a day
sometimes things go wrong and if they do we want to compensate
customers quickly and fairly."

The new compensation arrangements could cost Royal Mail an
estimated BP48 million a year, a significant increase over the
current GBP15 million a year.

Mr Crozier said: "It is right that customers get fairly
compensated if we let them down.  But with Royal Mail's high
volumes this will translate into a lot of money.

"Service failure now means heavy fines and compensation costs.
Our priority is to improve services  that's the only way we can
drive down these costs and reward our people."

The key points of the new compensation arrangements, introduced
from this week (from October 6) are:

(a) Standard compensation will be a book of 12 First Class stamps
(GBP3.36 worth of postage) for First Class letters that arrive
more than four working days after posting, for Second Class
letters that arrive more than six working days after posting and
for standard parcels that arrive after more than ten working
days.  Customers will need to provide evidence of delay.

(b) Business customers will receive 0.1% refund (up to a maximum
of 5%) on their postage bills for each 0.1% that Royal Mail is
below targeted performance on relevant services, subject to a
minimum failure of 1% and a maximum payout of 5%.  This will be
payable, as appropriate, for the whole of financial year (03/04).

From January 1, 2004

(a) In exceptional circumstances and with additional evidence
customers can claim GBP5 for delays as above.

(b) For First Class letters that arrive more than ten working
days after posting and for Second Class mail and standard parcels
that arrive after more 12 working days customers will be able
claim GBP10.  Again, this will only apply in exceptional
circumstances when customers provide additional evidence.

(c) Additional compensation will also be available for Royal
Mail's Special Delivery Next Day service.  Customers will receive
GBP5 compensation if their item is not delivered on the
guaranteed day and GBP10 if it arrives 7 working days or more
after the guaranteed day.  This is in addition to the current
compensation for the service, which is a refund of the postage
costs.  Royal Mail's Special Delivery services already include
additional loss and consequential loss compensation options for
customers to buy.

For claims of lost mail current compensation arrangements are
continuing with customers receiving up to GBP28, 100 times the
cost of basic First Class postage on evidence of market value.
Minimum compensation for stamped and metered mail and standard
parcels has now been introduced (from October 6), 12 times the
price of a First Class stamp (GBP3.36).  Customers requiring
additional compensation cover have a range of Special Delivery
service options, with consequential loss compensation available
up to GBP10,000.

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


ROYAL & SUNALLIANCE: Puts in Place New 3-year Bank Facility
-----------------------------------------------------------
Royal & SunAlliance is pleased to announce the successful
completion of its negotiation to replace its existing senior debt
facility.  The new 3-year facility of GBP400 million was
oversubscribed and allotments to the 12 banks that are providing
it have been rateably reduced by around 23%.

Commenting on the arrangements Andy Haste, Group Chief Executive
said that he was pleased that a new facility has been
successfully put in place.  "This provides additional financial
flexibility for the Group and establishes a core team of
relationship banks to do business with."

                      *****
Royal & Sun suffered a series of dismal results and dividend
cuts, which forced former chief Bob Mendelsohn to quit last year.

CONTACT:  ROYAL & SUNALLIANCE
           Malcolm
Gilbert
           Phone: +44 (0) 20 7569 6134


SILENTNIGHT HOLDINGS: Selloff Talks with Third Party Aborted
------------------------------------------------------------
The independent directors of Silentnight, Roger Pedder and David
Adam, announce that the discussions with the third party, which
were notified on October 3, 2003, have now terminated.

The independent directors, who have taken advice from Evolution
Beeson Gregory Limited reaffirm their recommendation to
shareholders to accept the offer from Soundersleep Limited which
was declared unconditional in all respects on October 3, 2003 and
remains open for acceptance until further notice.

                      *****
In its results this May, the company revealed a pre-tax loss of
GBP11.2 million, down from a GBP12.1 million profit in 2001.  The
firm, best known for its advertising campaign featuring hippo and
duck characters, has faced increasing pressure after tough
trading conditions hit its beds operation.


TXU EUROPE: Receivers Sell Power Plant in North Wales
------------------------------------------------------
The power station in North Wales, which called in administrative
receivers in December, has been sold to French state-owned gas
group Gaz de France, according to Yorkshire Today.

The Shotton, Deeside-base heat and power plant set up by TXU in
1996 called in joint administrative receiver Roger Marsh from
PricewaterhouseCoopers after the collapse of TXU Energy last
year.

U.S.-based TXU said at that time it would no longer support its
European operations, prompting TXU Europe to sell its U.K. retail
and generation business to Powergen last October.  The Shotton
plant, however, was retained.

PricewaterhouseCoopers put the facility for sale only in January
after bringing it back into commercial generation and trading.

Mr. Marsh said it was the first time that a power station in
insolvency had been operated successfully for an extended period,
according to the report.

The sale whose amount was not disclosed saved the plant's 30
staff.  They will now transfer to Gaz de France.

The Shotton plant generates power for sale and supplies steam to
the neighbouring UPM Shotton paper mill.




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
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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,
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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.


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