/raid1/www/Hosts/bankrupt/TCREUR_Public/031020.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Monday, October 20, 2003, Vol. 4, No. 207


                            Headlines


F R A N C E

ALSTOM SA: Wins Long-term Service Contracts in China, Vietnam
FRANCE TELECOM: Offers Minority Shareholders EUR560 Million


G E R M A N Y

AERO LLOYD: Main Investor Junks Rehab Plan, Opts for Bankruptcy
BAYER AG: Settles Another 1,683 Baycol Cases for US$614 Million
DRESDNER BANK: Ships Custody Solutions Unit to Deutsche Bank
HVB GROUP: Hires Agent to Peddle Activest Fund Managing Unit
INFINEON TECHNOLOGIES: Outsources Human Resources Functions

MG TECHNOLOGIES: Fitch Cuts Ratings to 'BBB-'; Outlook Negative
PROSIEBENSAT.1 MEDIA: Considers Selling News Station N24
SALAMANDER AG: Hungarian Plant to Close; 300 Workers Affected
WESTLB AG: To Create New Corporate Communications Division
WESTLB AG: Thomas Fischer Picked to Replace Chairman Ringel


G R E E C E

OLYMPIC AIRLINES: Iberia Considers Taking Majority Control


I R E L A N D

MDR ELECTRONICS: Donegal-based Plant Calls in Liquidators


N E T H E R L A N D S

GETRONICS N.V.: Specialist Computer to Buy Pluz Joint Venture
KLM ROYAL: Inks Final Transaction Agreement with Air France
LAURUS N.V.: To Take up Court Decision on Management Row Oct. 23
ROYAL KPN: Teleplan International New Owner of KPN Repair
ROYAL PHILIPS: To Delist from London Stock Exchange December 1


N O R W A Y

PETROLEUM GEO-SERVICES: Shareholders Approve Restructuring Plan


R U S S I A

WIMM-BILL-DANN: Talks with Danone Preliminary, Says Chairman


S W I T Z E R L A N D

CLARIANT AG: Selling Cellulose Ether Unit for CHF300 Million
JULIUS BAER: Bets on Short-term Bonds as Global Economy Picks up
SWISS INTERNATIONAL: Nears Agreement on CHF500 Mln Credit Deal


U N I T E D   K I N G D O M

AMP LIMITED: Court Approves Explanatory Memorandum on Demerger
AMP LIMITED: Outlines Future Direction and Structure
AMP LIMITED: HHG Outlines Strategic Direction after Demerger
BLACK SEA: To Hold Scheme Creditors Meetings December 2
BRITISH AIRWAYS: Engineers Accept Latest Pay Offer

CANARY WHARF: Lack of Firm Buyout Offer Makes Analysts Nervous
IMPERIAL CHEMICAL: Addresses GBP443 Million Pension Fund Deficit
IMPERIAL CHEMICAL: Ratings Unchanged by New Pension Terms
MUNICIPAL GENERAL: Sets Scheme Creditors Meeting December 5
NORTHERN FOODS: To Post Interim Results November 11

ROYAL & SUNALLIANCE: Posts Update on Rights Issue
VERNALIS GROUP: Delists from London Stock Exchange this Week
WORLD TRAVEL: Wind up Likely as Loan Due Dates Near


                            *********


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


ALSTOM SA: Wins Long-term Service Contracts in China, Vietnam
-------------------------------------------------------------
Alstom has signed two 8-year long-term service agreements with the Baosteel
Group in China and with the Socialist Republic of Vietnam's national
utility, Electricity Vietnam.

The long-term service agreements contract with the Baosteel Group in China
covers the supply of maintenance services for the Bao Shan combined-cycle
cogeneration power plant.  The Baosteel Group is one of the major
corporations in the Asian steel market and is the largest producer of
high-tech and high-value-added steel products in China.

The contract comprises the supply of new and reconditioned hot gas path
components and technical field service personnel to carry out the scheduled
major inspections and all field assessments for a period of 8 years.  The
144 MW Bao Shan plant is powered by one Alstom-supplied GT11N2-LBTU gas
turbine and one steam turbine.  The plant, situated at Baosteel's steel mill
close to Shanghai, burns blast furnace gas from the steel production and
supplies its electrical power back into the mill.  The GT11N2 gas turbine
has, to date, accumulated over 170 starts and 39,000 operating hours.

In the Socialist Republic of Vietnam, the LTSA signed with EVN covers the
supply of spare parts, reconditioning of hot gas path components and related
outage and maintenance services for the Phu My 2.1 and Phu My 4 gas-fired
combined-cycle power plants.  Both plants are based on ALSTOM GT13E2 gas
turbines.  The two 450 MW plants are located in the Phu My Power complex in
the Vung Tau province close to Ho Chi Minh City.

Both contracts demonstrate our customers' long-term confidence and reinforce
the long-standing relationships that exist between ALSTOM and these two key
customers in Asia.

                              *****

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.

CONTACT:  ALSTOM SA
          Investor relations:
          E. Chatelain
          Phone: +33 1 47 55 25 33
          E-mail: investor.relations@chq.alstom.com


FRANCE TELECOM: Offers Minority Shareholders EUR560 Million
-----------------------------------------------------------
France Telecom will launch a new EUR560 million (US$652 million) cash offer
for Orange minority shareholders who did not accept France Telecom's all
share bid, according to the Financial Times.

The new cash offer is at the same price at which Orange shares were offered
to retail investors at its flotation in February 2001 but below the EUR10
level paid by institutions, the report said.  The targeted shareholders hold
only 1.2% of the company.  The implied value per share under the 11-for-25
offer is EUR9.35.  Under France Telecom's current plan, minority investors
will receive EUR9.50 a share in cash when the compulsory buy-out is
completed at the end of November.

France Telecom Chairman Thierry Breton, who is aiming to bring back assets
decentralized by his predecessor before 2002, plans to delist Orange after
acceptance of its all-share bid.  But he assured that the London-based
subsidiary will remain a separate company with its own board, management,
corporate culture, brand and operational procedures.  The plan is expected
to reduce the French state's shareholding in France to just more than 50% on
a fully diluted basis, and to 54.5% on a non-diluted basis.

The move to reassert control over Orange reflects the return to health of
France Telecom after a state-backed EUR15 billion rights issue and the
relative decline in valuations for mobile operators, according to the
report.


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


AERO LLOYD: Main Investor Junks Rehab Plan, Opts for Bankruptcy
---------------------------------------------------------------
Charter carrier Aero Lloyd added itself to this year's list of insolvent
German companies when it filed for bankruptcy protection late last week.
The petition came after majority owner Bayerische Landesbank, Germany's
largest state-owned bank, rejected the airlines' restructuring plan amidst a
pronounced slump in the travel industry.

Bayern LB, which owns 66% of Aero Lloyd said: "At present, there is tough
competition with other established leisure carriers and low-cost airlines...
In this situation, with significant extra risks, a concept to continue the
business that promises success cannot be seen."

The move also showed how high bad-loan provisions had discouraged German
banks from bailing out companies, according to the Financial Times.  Experts
predict up to 42,000 German insolvencies this year, which would be ten
percent more than in 2002, the report said.

Aero Lloyd, which mainly flies to Mediterranean destinations, has about 1400
employees, 21 Airbus jets and transported 3.5 million package tour
passengers last year.


BAYER AG: Settles Another 1,683 Baycol Cases for US$614 Million
---------------------------------------------------------------
Bayer shares rose slightly late last week after reporting an increase in
Baycol cases settled out of court, according to Reuters.

The German chemicals and pharmaceuticals group said it has settled 1,683
cases over the recalled drug for US$614 million, up US$137 million from
US$477 million it spent to settle 1,342 cases at its last update on
September 10.

"We will continue our settlement policy.  We try to agree on fair
compensation for anyone who experienced serious side effects from Baycol on
our own initiative and without acknowledging any legal liability," a Bayer
spokeswoman said.

Analysts welcomed the news, but warned that the drug company is not yet
fully out of trouble.  WestLB analyst Andreas Theisen said: "The speed of
settlements is positive, and they do not seem to be substantially more
expensive than earlier... [but] We shouldn't underestimate the risk because
there are still plenty of cases pending."

Bayer said on its Web Site it now faced 11,300 cases over the drug, up from
11,200 earlier.

Fears that liabilities from Baycol could exceed the company's insurance
cover worried investors early in the year.  Shares in the company fell to
half their value between January and mid-March.  A federal court decision
denying certification of a class action, and a blockage of two lawsuits from
going to court rallied investors confidence, bringing the shares to double
its value to near EUR20.

Landesbank Rheinland-Pfalz sees latest Baycol settlements update from Bayer
as "a further step forward" despite rise in average settlement because the
total sum still falls under insurance cover level, according to Dow Jones.


DRESDNER BANK: Ships Custody Solutions Unit to Deutsche Bank
------------------------------------------------------------
Dresdner Bank is transferring its Custody Solutions unit to Deutsche Bank.
The two parties have signed a definitive agreement to this effect.  Assets
under custody worth more than EUR200 billion are to be transferred.
Deutsche Bank will make an offer to the respective Dresdner Bank employees
to continue their work at Deutsche Bank.

The transfer will cover the settlement, custody and administration of mainly
German securities and traded derivatives for national and international
financial intermediaries.  These include, for example, banks, international
central custodians, global custodians and insurance companies, but not
Dresdner Bank's private clients.

Jurgen Fitschen, member of Deutsche Bank's Group Executive Committee, said:
"The integration of Dresdner Bank's custody business into Deutsche Bank,
which offers sub-custodial services in 23 countries, is a major step in
further leveraging our business as securities custodian and administrator in
Germany.  With the pooling of the two areas, we shall become the premier
provider of domestic custodial services in Germany."

Deutsche and Dresdner Bank will ensure that their customers continue to
receive high service quality in future and that the transfer takes place as
simply and smoothly as possible.

The transfer of the custody unit is expected to be finalized by the end of
next year subject to regulatory and anti-trust approvals.

                              *****

Allianz acquired Dresdner for EUR23 billion more than two years ago with
plans of launching the unit as retail outlet for its products.  But losses
of EUR2 billion at Germany's third-biggest bank led Allianz to its biggest
ever loss of EUR1.2 billion last year.


HVB GROUP: Hires Agent to Peddle Activest Fund Managing Unit
------------------------------------------------------------
HVB Group has ordered a U.S. investment group to look for buyers for its
Activest fund managing unit, sources told Frankfurter Allgemeine Zeitung
recently.  The move follows the failure to reach an agreement with
Commerzbank over prices.

Standard & Poor's recently removed the ratings on four subsidiaries of HVB
from CreditWatch following the banks' spin-off from HVB last month.

"Standard & Poor's rating actions reflect that the spin-off has been
executed as planned and anticipates that further steps will follow as
announced in the offering prospectus on Sept. 19, 2003," said Standard &
Poor's credit analyst Stefan Best.


INFINEON TECHNOLOGIES: Outsources Human Resources Functions
-----------------------------------------------------------
Infineon Technologies (FSE/NYSE: IFX), the world's sixth largest
semiconductor company, will slim down its corporate structures even further.
Payroll accounting, major parts of the recruiting function and student
intern hosting in Germany and Austria will be outsourced to EDS in
Russelsheim, one of the leading companies in the outsourcing services
sector, for the next ten years.  Both companies expect a contract volume
amounting to a double-digit million-dollar sum.  It is planned that EDS will
takeover parts of the Infineon workforce.

The contract envisions for the transfer of operating responsibility for the
areas concerned to EDS with effect from January 2, 2004 and the completion
of the transfer of all processes to EDS by October 1, 2004.  The quality of
the outsourced functions is ensured by precise specification of service
descriptions, service levels and key performance indicators.

"By outsourcing our payroll accounting and major parts of the recruiting
function we are pressing further ahead with the extensive restructuring
measures planned as part of the implementation of our Agenda 5-to-1
corporate strategy," said Dr. Thomas Marquardt, Global Head Human Resources.
"Taking over personnel processes is where EDS' core competence lies, and so
we can further improve the relevant services for employees at our sites in
Munich, Regensburg, Dresden, Warstein and Villach and, at the same time
reduce operating costs as a result of the greater transparency and control
as well as gain greater flexibility."

"We have gained a first-class reference customer in Infineon in the business
process outsourcing sector," commented Reinhard Clemens, EDS Regional
President Central Europe.  "The contract represents a milestone for EDS in
Central Europe and will enable us to position ourselves successfully in this
growing market."

The market research company Gartner Dataquest expects the readiness of
companies to outsource their human resources administration to an external
service provider to increase significantly over the next two years.
According to a study released in July 2003, the market for HR business
process outsourcing is expected to grow by 11% over the previous year, to a
total of US$27.9 billion worldwide.  The volume is forecast to reach US$37.8
billion in 2007.  Moreover, the aim is not only to reduce costs, but also to
improve services.

About Infineon

Infineon Technologies AG, Munich, Germany, offers semiconductor and system
solutions for the automotive and industrial sectors, for applications in the
wired communications markets, secure mobile solutions as well as memory
products.  With a global presence, Infineon operates in the U.S. from San
Jose, CA, in the Asia-Pacific region from Singapore and in Japan from Tokyo.
In fiscal year 2002 (ending September), the company achieved sales of
EUR5.21 billion with about 30,400 employees worldwide.  Infineon is listed
on the DAX index of the Frankfurt Stock Exchange and on the New York Stock
Exchange (ticker symbol: IFX).  Further information is available at
http://www.infineon.com

About EDS

EDS, the premier global outsourcing services company, delivers superior
returns to clients through its cost-effective, high-value services model.
EDS' core portfolio comprises information-technology and business process
outsourcing services, as well as information-technology transformation
services.  EDS' two complementary, subsidiary businesses are A.T. Kearney,
one of the world's leading high-value management consultancies, and PLM
Solutions, a leader in product data management, collaboration and product
design software.  With 2002 revenue of $21.5 billion, EDS is ranked 80th on
the Fortune 500.  The company's stock is traded on the New York (NYSE: EDS)
and London stock exchanges. For further information please visit
http://www.eds.com

CONTACT:  INFINEON TECHNOLOGIES
          Worldwide Headquarters
          P.O. Box 80 09 49
          D-81609 Muenchen
          Germany
          Phone: +49-89-234-22404
          Fax: +49-89-234-28482
          Investors and Analysts based in Europe please contact:
          Phone: +49-89-234 26655
          E-mail: investor.relations@infineon.com

          Investors and Analysts based in North America contact:
          Phone: +-1-408 501 6800
          E-mail: investor.relations@infineon.com


MG TECHNOLOGIES: Fitch Cuts Ratings to 'BBB-'; Outlook Negative
---------------------------------------------------------------
Fitch Ratings downgraded MG Technologies' Senior Unsecured rating to 'BBB-'
from 'BBB' and affirmed the Short-term rating at 'F3'.  The Outlook is
Negative.  With this action Fitch has resolved the Rating Watch Negative put
in place on October 6, 2003.

The downgrade follows MG's announcement that it intends to sell the group's
Dynamit Nobel and Solvadis chemical activities.  In Fitch's view, the change
in strategy will drastically change the group's operating risk profile, as
it will lose its most stable cash flow contributor, which represented about
40% of total group sales.

In future, MG intends to focus on the process engineering operations
currently grouped under GEA AG.  MG's exposure to the underperforming plant
engineering activities will increase following the divestment of Dynamit
Nobel.  MG intends to gradually reduce its plant engineering activities, by
closing unprofitable operations and by reducing overall capacity.  MG also
aims to eliminate its multi-tier holding structure, which will be obsolete
after the divestments and closures.

Fitch believes that if successful in implementing its plan, MG has the
potential to remain an investment-grade company, most likely at the lower
end of the scale.

Fitch believes that the portfolio reshuffle bears substantial execution
risk.  The maintenance of the investment-grade rating would thus require the
closing of the chemicals divestment within the expected time frame of FY04
and proceeds at the expected level.  It would also require a successful
restructuring of the loss-making plant engineering operations, as well as
the viable execution of an investment strategy to grow the remaining core
businesses around GEA.  The substantial execution risks involved in the
planned disposals of Dynamit Nobel's operations and Solvadis, and the
optimization of the plant engineering activities, are reflected in the
Negative Outlook.

The planned changes will lead to one-off charges of EUR415 million, a large
part of which will be cash charges.  Of the total, EUR280 million will
represent extraordinary expenses in PE. MG has stated that the
reorganization will lead to a pre-tax loss of EUR150-170 million in FY03.
Total cost savings from these measures will be in excess of EUR120 million
p.a., and will be fully achieved by FYE05.

With the disposal of the chemicals businesses, MG intends to strengthen its
balance sheet and improve its financial flexibility, to enable the group to
undertake selective acquisitions in the engineering sector.  Total proceeds
from the transaction are expected exceed EUR2 billion, but are unlikely to
be received before mid-2004. With gross debt of EUR1,549 million as per June
2003, the expected cash proceeds will result in a repayment of current
indebtedness, which limits the adverse effect of the change in the risk
profile.  However, Fitch also notes that MG intends to spend the remaining
proceeds on bolt-on acquisitions in the process engineering business, which
will in turn lead to a re-leveraging of the balance sheet in two to five
years.  This is in line with the group's financial gearing target.


PROSIEBENSAT.1 MEDIA: Considers Selling News Station N24
--------------------------------------------------------
German television broadcaster ProSiebenSat.1 has started observing whether
the earnings of news station N24 would pick up or not, in preparation for a
partial sale of the business.

Unnamed sources of Financial Times Deutschland said, however, the company
might hold on to the operation if earnings significantly improve.  Chief
Executive Urs Rohner is aiming to bring the news station to breakeven by
2005.  If the assets become for sale, Rupert Murdoch's Fox Entertainment is
reportedly interested to offer a bid, the report added.

Moody's Investors Service recently confirmed the Ba3 senior unsecured bond
rating of ProSiebenSat.1 Media as a conclusion of a rating review initiated
in August.  Among others, the rating agency said it expects the management
to concentrate on improving operating performance and stabilizing the
financial structure of the group.


SALAMANDER AG: Hungarian Plant to Close; 300 Workers Affected
-------------------------------------------------------------
German shoe manufacturer Salamander will close its Hungarian subsidiary
Sabona Kft in the near future due to weak sales of its Yellomais brand,
according to just-style.com.

Energie Baden-Wuerttemberg AG Chairman Gerhard Goll said early in the year
he is not ruling out splitting the ailing subsidiary if a buyer could not be
found for the unit.  The company was at that time launching a comprehensive
restructuring program for Salamander's struggling shoe division.  The plan
calls for massive reduction in current production capacities, closure of
German branches, and tightening up of internal structures and processes.

In February, Garant Schuh + Mode, the German association of independent
footwear retailers, signed a letter of intent to buy a majority stake in the
loss-making shoe retail division.  It took over Salamander AG's retail chain
store group, which comprises 230 footwear stores across nine European
countries this month.

The closure of the factory in the south west of the country is expected to
result to the loss of 300 jobs.


WESTLB AG: To Create New Corporate Communications Division
----------------------------------------------------------
WestLB plans to establish a new Corporate Communications business unit from
January 1, 2004 as part of the Bank's restructuring process to take account
of the increasing importance of internal and external corporate
communication.  Dr. Michael Wilde, the long-serving head of the Press
Department, retires on November 1, 2003.  The tasks of the Press Department
in the present Communications/Economics business unit will be transferred to
the new Corporate Communications business unit, which will also be
represented in London and New York.  The new business unit will be headed by
Dr. Claudia Vogl-Muhlhaus, who is currently in charge of corporate
communications at Credit Suisse Asset Management Deutschland.  Dr. Wilde
will continue to advise the Bank in an advisory capacity during the
reorganization process.

Dr. Claudia Vogl-Muhlhaus

Dr. Claudia Vogl-Muhlhaus, aged 45, joins WestLB from Credit Suisse Asset
Management (CSAM), the international asset management arm of Credit Suisse.
She is currently in charge of corporate communications in Germany and has
performed a number of important functions at the European level, including
Head of European PR for retail investment funds.  Claudia Vogl-Muhlhaus was
previously employed in the Press and Investor Relations Department of
Dresdner Bank, where she was responsible for crisis communication and media
relations for the Board spokesman, and was in charge of the public relations
activities of the Economics Department.  Claudia Vogl-Muhlhaus holds a
doctorate in business management and worked for many years in financial
journalism.


WESTLB AG: Thomas Fischer Picked to Replace Chairman Ringel
-----------------------------------------------------------
WestLB AG welcomes the nomination of Dr. Thomas R. Fischer to succeed Dr.
Johannes Ringel as Chairman of the Managing Board. The timely nomination of
Dr. Fischer will ensure a smooth transition at the top level of the Bank.

"I am delighted that the nomination of my successor has been resolved so
quickly.  This will give the Bank a clear and positive perspective for the
future," Dr. Ringel said.

                              *****

WestLB reported a EUR1.67 billion (GBP1.1 billion) loss in 2002,
significantly worse than the bank's initial EUR1 billion estimate.  The
increase was due to a GBP350 million writedown on the bank's refinancing of
BoxClever, which is not part of the unit's portfolio.


===========
G R E E C E
===========


OLYMPIC AIRLINES: Iberia Considers Taking Majority Control
----------------------------------------------------------
Seven bidders, among them Spain's Iberia, expressed interest in taking a
majority stake in Greek national airline, Olympic Airlines, daily Imerisia
said, according to Intesatrade.

The Greek government is pursuing its search for a strategic investor for
Olympic Airlines, formerly Olympic Airways, ahead of next summer's Olympics
in Athens.  It had tasked Greek investment banks ETVA, Alpha Finance and
Commercial Capital to find an investor willing to pay EUR75 million (US$84
million) for a 51% stake in Olympic Airlines and take over management.

Greece plans to set up a new company that will take over Olympic's scaled
down fleet and slots at international airports.  The airline would have
1,850 employees compared with 6,000 at Olympic Airways, and would buy
services from old Olympic's ground-handling and maintenance operations.  The
old Olympic airlines will be restructured as a separate entity and sold next
year.  It will operate without a catering subsidiary and computer booking
system as the two divisions have been sold to private investors.

Olympic Airways' debt is understood to exceed EUR200 million since its last
restructuring approved by the European Commission in 1998.


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


MDR ELECTRONICS: Donegal-based Plant Calls in Liquidators
---------------------------------------------------------
Liquidators were appointed to MRD Electronics based at the Urdaras na
Gaeltachta Industrial estate in Gweedore, Co Donegal, according to BizWorld.

The company, which employs 40 staff, axed 23 employees last year as a result
of the downturn in sales of circuit boards.  During that time the company
said it is aware of the serious implication of the move to its employees in
Bunbeg but nonetheless will push with the plan due to its necessity.

The company, founded in 1988, sells its products in Ireland and outside,
including the U.K., Germany, France, Italy, Scandinavia, and the U.S.  MRD
Electronics has another plant in Shannon, Co Clare.


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


GETRONICS N.V.: Specialist Computer to Buy Pluz Joint Venture
-------------------------------------------------------------
Getronics N.V. and Hagemeyer N.V. have agreed in principle to sell their
value add business-to-business hardware distributor Pluz to Specialist
Computer Holdings PLC.  The transaction is still subject to certain
conditions and the customary regulatory procedures are in process.

Getronics holding in Pluz was 49.9% and was not consolidated into the
company's results.  Pluz was formed in 2001 after merging Getronics'
distribution subsidiary Datelcom with Hagemeyer's Codis activities.  Pluz is
one of the key players in the Netherlands in hardware distribution
activities to Value Added Resellers and System Integrators.

Fortis Bank has acted as financial advisor to Getronics and Hagemeyer in
respect of the divestment of Pluz and Greenberg Traurig and Stibbe as legal
advisors to Getronics and Hagemeyer, respectively.

                              *****

Moody's Investors Service upgraded Getronics N.V.'s senior implied and
senior unsecured issuer ratings to 'B2' from 'Caa1' and 'B3', respectively,
to reflect the company's improved liquidity position and reduced leverage.

But Moody's says Getronics ratings continue to be constrained by several
factors: challenging operating environment, limited visibility with respect
to future demand for ICT products, the loss of cash flow from two of its
most profitable operations, execution risks, sizeable pension deficit of
EUR183 million at December 2002, and the on-going challenge of managing a
broad base of multi-national operations.


KLM ROYAL: Inks Final Transaction Agreement with Air France
-----------------------------------------------------------
Air France and KLM have signed the final transaction agreement, announced on
September 30, 2003, which transaction Air France and KLM expect to lead to
the creation of Europe's leading airline group through a share exchange
offer by Air France for KLM common shares.  The terms of the transaction are
the same as the ones announced on September 30, 2003.

                              *****

Main Financial Terms of the Proposed Exchange Offer:

Exchange offer 11 Air France shares and 10 Air France warrants for 10 KLM
common shares[1]

Warrants[3]:

Air France warrants give the right to subscribe or to acquire 2
Air France[2] shares at an exercise price of EUR20; maturity of
3.5 years after the closing of the transaction, exercisable after 18 months
Indicative value of the offer EUR16.74 per KLM common share[3]

The envisaged transaction values the common share capital of KLM at
approximately EUR784 million (including the theoretical value of the
warrants) and the exchange offer represents a premium of 40% over the
closing share prices of KLM at September 29, 2003 and 77% based on the
average closing share prices of Air France and KLM shares over the last
three months.

Assuming 100% acceptance of the offer and before exercise of the warrants:

(a) Current KLM common shareholders would own 19% of the enlarged group.

(b) The shareholding of the French State in Air France would mechanically be
diluted from 54% to 44%.

(c) The other Air France shareholders would own 37% of the enlarged group.

Air France will make an offer to all KLM common shareholders, including
those in the U.S.  Shares and warrants of Air France are expected to be
listed on Euronext Paris (primary listing), Euronext Amsterdam and on the
New York Stock Exchange (in the form of American Depository Shares).

One Group - Two Airlines - Three Core Businesses

Combined, Air France and KLM have EUR19.2 billion in aggregate annual
revenues, serve 226 destinations worldwide, operate a fleet of some 540
aircraft and employ approximately 106,000 people (in the fiscal year
2002/03).

In creating one group, while maintaining two operating companies and
building on the strengths of their respective brands, hubs and networks, the
group will continue to focus on three core businesses:

Passengers (77% of aggregate revenues), Cargo (14%) and Maintenance
(4%4).[5]

The proposed transaction will strengthen the SkyTeam alliance, which will
become the second largest alliance worldwide.  In most areas, the group will
also continue to benefit from ongoing cooperation with the respective
partners of both airlines.

Furthermore, in the medium term, the combined group could be reinforced by
the potential integration of Alitalia.

Synergies

Air France and KLM have identified and evaluated a number of areas for
potential synergies.  These are expected to gradually increase and have a
positive impact on the consolidated operating income of at least of
EUR385-495 million as of the fifth year on an annual basis.  Synergy
benefits should be realized through network optimization, improved
deployment of assets (both for the passenger and cargo businesses), better
offerings in maintenance and cost savings in the fields of procurement,
sales and distribution, maintenance and information technology.  Customers
can expect to benefit from these synergies through an extended route network
with increased flight frequencies, attractive pricing and seamless service
throughout the network.

The KLM restructuring plan announced in April 2003 will not be impacted by
the implementation of the above-mentioned synergy plan and KLM management
remains committed to delivering the EUR650 million improvements in operating
income by April 1, 2005.

Structure of the New Group

Following the proposed combination of Air France and KLM and as soon as
legally possible, it is the intention that all Air France assets will be
contributed to a newly created operating company (Air France).

The currently listed Air France Company, renamed Air France-KLM, will then
hold two operating companies: Air France and KLM.

The combination is structured to ensure and protect KLM's international
traffic rights going forward.  Notably, 51% of voting interest in KLM will
be held by two Dutch Foundations and the Dutch State during a transitional
period of three years.  The current option agreement with the Dutch State
will remain in place, subject to certain amendments.

Governance

The Chairman and CEO of Air France will be Chairman and CEO of Air
France-KLM.  The CEO of KLM will be Vice Chairman of the Air France-KLM
Board.

A Strategic Management Committee at Air France-KLM's level will be
responsible for the overall group strategy.

Stakeholders' Assurances

To protect specific interests of KLM and its stakeholders (including,
amongst others, securing traffic rights, fair long-term hub development of
Amsterdam Airport Schiphol and preservation of the KLM brand and KLM's Dutch
identity), Air France will agree to give certain assurances to KLM and the
Dutch State, whilst preserving the interests of the new group and its
shareholders.  Under Dutch law, a separate KLM assurances foundation will be
established, whose Board will have certain powers of oversight concerning
these assurances.

The duration of these assurances has been agreed for the period of five
years with respect to the KLM assurances and has been agreed for the period
of eight years with respect to assurances granted to the Dutch State.

Indicative Timetable

September 30, 2003 Initial public announcement
October 15, 2003 Signing of the final transaction agreement (expected)

Expected

October 2003 Filing with Department of Justice and European Commission

First half of March 2004 (*) Exchange offer to be launched
Second half of March 2004 Extraordinary General Meetings of Air France and
KLM shareholders

First half of April 2004 Closing of the proposed exchange offer
(*) The timeframe between this initial public announcement and the launch of
the exchange offer is primarily driven by regulatory requirements relating
to the listing of Air France-KLM shares in the United States.

The Dutch Authority for the Financial Markets will be duly involved and
will, to the extent required, be requested to grant exemptions, in order to
comply with applicable legal requirements for public offers.

Financial Advisors

Lazard acted as financial advisor to Air France in this transaction.

Each of ABN Amro (lead) and Citigroup acted as financial advisor to KLM in
providing a fairness opinion, stating that the consideration is fair, from a
financial point of view, to the KLM common shareholders.

Table of contents of the appendices
1- Strategic rationale of the transaction
2- Key terms and conditions of the proposed transaction
3- A value-creating transaction
4- Organization and Management
5- Assurances

----------
Footnotes:

[1] Including New York Registry Shares
[2] To be subsequently renamed Air France-KLM
[3] Based on closing share prices as at September 29, 2003 and
    warrant valuation as set out in Appendix 2.
[4] Share in combined revenues only takes into account third
    party turnover
[5] Based on fiscal year 2002/03


LAURUS N.V.: To Take up Court Decision on Management Row Oct. 23
----------------------------------------------------------------
The Enterprise Chamber of the Amsterdam Court of Appeal has issued a
decision in the case brought by Mr. E.Th.A.C. Albada Jelgersma (through his
associated companies UB Holding B.V. and Lijmar B.V.) and the Dutch
Association of Shareholders concerning the management at Laurus N.V. for the
period from 2000 through the first half of 2002.

The detailed ruling shall, after consultation with the directly involved
persons and legal advisors, be discussed in the meeting of the Supervisory
Board of Laurus N.V. of October 23, 2003.  A statement concerning the
decision will be given thereafter.

                              *****

Laurus said in September it is continuing to work towards restoring
longer-term profitability.  To bring the cost structure more closely into
line with the present size of the business, Laurus plans to reduce the
number of jobs at company offices, reduce the number of jobs at the offices
attached to the distribution centers, optimize logistics network, and
integrate fresh produce distribution.


ROYAL KPN: Teleplan International New Owner of KPN Repair
---------------------------------------------------------
KPN is transferring its repair business as of November 1, 2003 to Teleplan
International N.V.  Parties reached agreement on this Wednesday.

KPN Repair has approximately 180 own employees who mostly specialize in
repairing mobile phones.  The unit has an annual turnover of EUR35 million.
KPN sold the logistical arm of KPN Repair to TNT on March 1, 2003.

Teleplan International N.V., with its head office in Veldhoven in the
Netherlands, works globally from 30 sites in Europe, the United States and
Asia.  The company recorded turnover of EUR302 million in 2002.

                              *****

The new management which saved Royal KPN from bankruptcy is aiming to slash
net debt to EUR9.5 billion by the end of this year.  By the end of June 2003
the company's net debt was EUR10.2 billion compared to EUR15 billion a year
earlier.


ROYAL PHILIPS: To Delist from London Stock Exchange December 1
--------------------------------------------------------------
Royal Philips Electronics (AEX: PHI, NYSE: PHG) announced its intention to
delist its common shares with a nominal value of EUR0.20 from the London
Stock Exchange.  It is envisaged that this de-listing will become effective
on Monday December 1, 2003.  This decision s based on the low trading
volumes, which do not justify the costs entailed with maintaining the
listing.

For the same reason, Royal Philips Electronics intends to de-list from the
Swiss Stock Exchange and Stock Exchange in Frankfurt.  In view of the
integration of the Euronext Stock Exchanges, the listing at Euronext
Brussels and Euronext Paris will be terminated.  The common shares of Royal
Philips Electronics will remain listed on the Euronext Amsterdam and the New
York Stock Exchange.

About Royal Philips Electronics

Royal Philips Electronics of the Netherlands is one of the world's biggest
electronics companies and Europe's largest, with sales of EUR31.8 billion in
2002.  It is a global leader in color television sets, lighting, electric
shavers, medical diagnostic imaging and patient monitoring, and one-chip TV
products.  Its 166,500 employees in more than 60 countries are active in the
areas of lighting, consumer electronics, domestic appliances,
semiconductors, and medical systems. Philips is quoted on the NYSE (symbol:
PHG), London, Frankfurt, Amsterdam and other stock exchanges.  News from
Philips is located at http://www.philips.com/newscenter

CONTACT:  ROYAL PHILIPS
          Corporate Communications
          Andre Manning
          Phone: +31 20 59 77199
          E-mail: andre.manning@philips.com


===========
N O R W A Y
===========


PETROLEUM GEO-SERVICES: Shareholders Approve Restructuring Plan
-------------------------------------------------------------
Petroleum Geo-Services ASA (debtor in possession) (OSE: PGS; OTC: PGOGY)
announced Thursday that at the Company's Extraordinary General Meeting held
on October 16, 2003, 99.7% of the outstanding ordinary shares of the company
represented and voting at the EGM voted to accept the Company's First
Amended Plan of Reorganization, which was filed with the U.S. Bankruptcy
Court for the Southern District of New York on September 10, 2003.  The
shareholders also approved certain transactions contemplated by the Plan,
including the issuance of new ordinary shares, and selected a new Board of
Directors, consisting of the candidates announced earlier.

At the Confirmation Hearing for the Plan, scheduled for October 21, 2003,
the Company will present to the Bankruptcy Court a final certification of
the voting results from the EGM as part of the confirmation process.
Following confirmation, the Company expects to consummate the Plan and
emerge from Chapter 11 in November.

Petroleum Geo-Services is a technologically focused oilfield service company
principally involved in geophysical and floating production services.
Petroleum Geo-Services provides a broad range of seismic- and reservoir
services, including acquisition, processing, interpretation, and field
evaluation.  Petroleum Geo-Services owns and operates four floating
production, storage and offloading units.  Petroleum Geo-Services operates
on a worldwide basis with headquarters in Oslo, Norway. For more information
on Petroleum Geo-Services visit http://www.pgs.com.

                              *****

The candidates for election to Board of Directors (* indicates nomination by
the Creditors Committee as defined in the Company's First Amended Plan of
Reorganization):

Jens Ulltveit-Moe, Chairman has been Chairman of the Board for Petroleum
Geo-Services since September 2002 and has been CEO and President of UMOE
Group since 1984.  His prior experience includes serving as Managing
Director for Knutsen OAS Shipping and for the Tanker Division of SHV
Corporation.  He was also an associate for McKinsey & Company in New York
and London.  In addition, Mr. Ultveit-Moe serves as Chairman of Unitor ASA
and as director of several companies and institutions.

Francis Gugen*, previously was with Amerada Hess Corporation for 18 years
including service as Chief Executive of Amerada Hess U.K. since 1995 and of
Northwestern Europe since 1998.  He is currently active as a consultant and
an investor within the energy industry.  Mr. Gugen also acts as Chairman and
Non-Executive Director for various companies.

Keith Henry* has had a distinguished career as a senior executive in the
international energy sector.  As Group Executive Vice President for the
engineering and construction group at Kvaerner until 2003 he built on his
breadth of oil services and energy generating experience shaped by senior
posts at Brown & Root and National Power plc where he served as Chief
Executive.

Harald Norvik is Partner and Chairman of the Board for Econ Management.  His
prior experience includes serving as CEO for Statoil and a member of
executive management for the Aker Group.  He was also Political Secretary
for the Prime Minister and Secretary for the Oil and Gas Minister of Norway.
Mr. Norvik serves on the board of several other companies and institutions.

Rolf Erik Rolfsen has been a member of the Board for Petroleum Geo-Services
since 2002 and is a member of the Board of Technip Coflexip SA, Paris, Gaz
de France Norge A.S and HAG SA, Paris.  He is also Chairman of the executive
council of the Industrial Development Fund at NTNU in Trondheim.  His prior
experience includes serving as Managing Director for TOTAL Norge A.S. and
for Fina Exploration Norway.  Mr. Rolfsen was also Executive Vice President
of Kongsberg Vapenfabrikk A.S.

Clare Spottiswoode* is one of the most experienced professionals in U.K.
energy regulation.  She was previously Director General of Ofgas, the U.K.
gas regulation organization.  Clare Spottiswoode is currently acting in a
non-Executive capacity at British Energy where she is Vice Chairman.  She
has a distinguished background as an economist and lecturer, as well as
experience from private sector industry.

Anthony Tripodo* is currently Managing Director of Arch Creek Advisors,
having left Veritas DGC in 2003 where he served in various capacities,
including Executive Vice President and CFO.  Previously Anthony Tripodo held
various senior executive and financial roles in Baker Hughes Incorporated
and PricewaterhouseCoopers.

Alternate Director candidates include:

Marianne Elisabeth Johnsen has been a member of the Petroleum Geo-Services
Board since 2002 and is a partner and founder of X-lence Group AS.
Previously she served as Vice President of Elkem Shared Services Division,
Elkem ASA and was Head of Legal section and Administration Department at
Ullevaal University Hospital.  Mrs. Johnsen has held positions in the
Norwegian Ministry of Foreign Affairs and Norwegian Ministry of Justice.
She also serves on the boards of several companies.

John Reynolds* is a Managing Director and the head of the European business
of Houlihan Lokey Howard & Zukin.  He has extensive experience of leading
major transactions including advising creditors regarding restructurings,
advising companies on merger and acquisition transactions, and advising
companies with respect to capital market transactions.

CONTACT:  Sam R. Morrow
          Svein T. Knudsen
          Phone: +47-67-52-6400

          Suzanne M. McLeod
          Phone: +1 281-589-7935


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


WIMM-BILL-DANN: Talks with Danone Preliminary, Says Chairman
------------------------------------------------------------
David Iakobachvili, Chairman of the Board of Directors of Wimm-Bill-Dann
Foods OJSC, wishes to correct certain recent press reports.  At the present
time and as previously disclosed, certain of the company's shareholders
(which includes Mr. Iakobachvili) are engaged in preliminary discussions
with Groupe Danone in relation to a possible transaction which may or may
not result in the acquisition of all or a majority of the outstanding
ordinary shares of the company by Groupe Danone.  The company has, at the
request of these shareholders, cooperated in discussions concerning this
kind of possible transaction.  Neither the company nor such shareholders are
engaged in discussions with any other party at this time in respect of this
kind of a possible transaction.

As of this date, no agreement with respect to the material terms or
conditions of this kind of a possible transaction with Groupe Danone has
been reached.  Moreover, no assurances can be made that these discussions
will continue or that any agreement with respect to such a transaction will
be reached, or, if reached, what the form of the transaction will be.  The
terms of any such transaction may or may not be extended to the company's
public shareholders.  Mr. Iakobachvili does not intend to comment further on
these matters unless and until required by applicable law.

CONTACT:  SHARED VALUE LTD.
          Marina Kagan
          Phone: +44 20 7321 5010
          Fax: +44 20 7321 5020
          Mobile: +7 910 407 1701
          E-mail: mkagan@sharedvalue.net


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


CLARIANT AG: Selling Cellulose Ether Unit for CHF300 Million
------------------------------------------------------------
Clariant AG, the Swiss chemicals group aiming to streamline its portfolio to
focus on new core business, is reportedly close to selling its cellulose
ether unit for more than CHF300 million, Intestrade news agency reported,
citing Financial Times Deutschland.

Company CEO Roland Loesser was quoted saying several candidates were
conducting due diligence phase on the unit.  Preliminary offers have also
been received for the electro industry chemicals units, which Clariant hopes
to divest by May 2004.

Clariant has been in the process of streamlining its portfolio since last
year, selling several of its units in Europe.  It recently exited its
hydrosulfite business with the closing of its last hydrosulfite production
facility in Widnes, U.K.

The company recorded consecutive losses in both 2001 and 2002 and is
expecting to return to profit this year.  However, Loesser said there had
been no turnaround in the third quarter, and no recovery in the industry was
in sight yet.


JULIUS BAER: Bets on Short-term Bonds as Global Economy Picks up
----------------------------------------------------------------
The economies of the OECD countries have been rebounding since early summer
2003, and this trend will gain momentum over the next few months and carry
over into next year.  All indications are that, for the first time since the
1990s, the world's three major economic regions -- the United States, the
euro-zone and Japan -- will experience robust expansion at the same time in
2004.  Over the short and medium term, however, the biggest sparks for
growth will come from the U.S., Japan and the emerging economies.  The
euro-zone economy will probably start to rebound at the end of this year,
although most of Continental Europe's economies will not reach their
long-term growth potential until 2005.

Despite the upbeat forecast, the outlook for global economic growth could
still be overshadowed by political factors as well as by interest rates and
monetary policies, according to Janwillem Acket, Group Chief Economist, and
Gerard Piasko, Chief Investment Officer of Private Banking at Bank Julius
Baer & Co. Ltd., Zurich.  Speaking at a forum in Zurich on the outlook of
the financial markets, the two Julius Baer experts also said they expect the
Swiss economy to begin a gradual rebound. Early indicators show, however,
that it is not expected to gain traction until next year.  Ongoing low
interest rates, increasing economic optimism and rising corporate earnings
will continue to lift the international equity markets.  Nevertheless,
political uncertainties, the high U.S. national debt, the U.S. Federal
Reserve's expansive monetary policy, a potential increase in oil prices, a
strong euro and excessive market exuberance could be some of the stumbling
blocks for the economy and the financial markets going forward.

USA: major tax cuts boost consumer spending

The U.S. economy as measured by GDP should expand by between 4 and 5% in the
third quarter this year.  After a temporary slowdown in the fourth quarter,
it will likely grow by 3 to 4% in the first half of 2004.  The chief factor
driving growth is the huge stimulus provided by major tax cuts, which will
give US households in the third quarter alone an extra US$35 billion in
income.  The second phase of the tax cuts is planned for the beginning of
2004.  The improving economy will filter through to the U.S. job market only
very gradually, according to Janwillem Acket. This delay in the job-market
recovery will also weigh on consumer confidence for the time being.  The
Bush administration's expansive monetary and fiscal policies should create a
positive economic environment, Acket added, which will help ensure George W.
Bush's reelection in November 2004.  It is therefore safe to assume that the
negative impact on the federal budget and the current account will not be
seriously addressed before the end of next year, or more likely in 2005.
Correcting the USA's twin deficits could thus weaken the global economy
starting in 2005.  For now the soft U.S. dollar will continue to offset the
rising current account deficit, but it will not remove the basic reasons for
the deficit.

Euro-zone: strong euro is the biggest economic risk

The economic trend in the euro-zone will be heavily influenced by events in
the United States.  Based on Julius Baer estimates, the euro-zone economy
will start to pick up only at the end of this year.  Economic expansion in
2004 is not expected to exceed 1.9%, with most of the economies in Europe
forecast to post significant growth figures only in 2005.  Exports will be
the main growth drivers for the euro-zone in 2003-04.  Once the expected tax
cuts in Germany and France have been enacted, domestic demand will provide
an additional economic spark next year.  Thus the greatest economic risk for
the time being is the possibility of a sharp increase in the value of the
euro, which might then have to be offset by significant interest-rate cuts
by the European Central Bank.  In any case, the European Central Bank is
expected to cut key rates at least once by the end of the year.  No change
in the interest rates policy is forecast before late in the third quarter of
2004.  Julius Baer is forecasting that official interest rates in the
euro-zone will rise by only 50 basis points by the end of 2005, in contrast
to an expected increase of at least 175 basis points in the U.S. during the
same period.

Switzerland: exports provide a lift

The Swiss economy is even further away from an economic rebound than the
euro-zone is, although the outlook for a recovery has improved significantly
over the past few months.  In the all-important export sector, for example,
there has been an increase in new orders.  Thus Switzerland, too, looks set
to see an economic upturn next year, with GDP forecast to grow by 1.2%.
However, a clear upturn in exports will be needed for the recovery to take
place, according to Acket.  The Swiss National Bank will continue to focus
its interest rates and monetary policy on avoiding an undesirable increase
in the value of the Swiss franc.  Julius Baer believes the Swiss National
Bank will most likely be able to achieve this goal, especially since the
Iraq war has shown that gold has replaced the Swiss franc as a safe haven.
An improvement in the Swiss job market, however, is not expected until
toward the end of 2004.  The unemployment rate is forecast to be 4.5% at
that time.  Consumer spending will start to recover gradually over the
course of next year, with prices remaining stable.

Japan: reforms start to bear fruit

Apart from the United States, the emerging markets and Asia (Japan in
particular) are also currently expanding at a strong pace.  Over the long
run, however, the strengthening of the yen versus the dollar and the ongoing
decline in new loans granted by Japanese banks could impede the momentum.
Thus economic growth in the years to come will be only modest, according to
Gerard Piasko.  In the short to medium term it is likely that Japan will
continue with its proactive exchange rate policy designed to avoid sharp or
abrupt increases in the value of the yen.

Fragile recovery for the equity markets

The experts at Julius Baer are currently overweighting stocks relative to
bonds.  The low relative valuation of European stocks is particularly
attractive.  U.S. companies, meanwhile, are benefiting from the upswing in
the domestic economy, while the Japanese market is profiting from the strong
inflow of funds from foreign investors.  The modestly positive trend for the
equity markets could be impaired, however, by geopolitical unrest or
terrorist attacks, according to Julius Baer.  These risks should be hedged
with positions in gold, Piasko said.  The bond market remains susceptible to
setbacks, as the recent rally was merely a temporary upturn.  Euro bonds are
the preferred investment, according to Piasko, since demand for US bonds,
especially from Asia, can be expected to remain low or even fall.

Upside potential in selected regions and sectors

Julius Baer has identified a number of regions and sectors as investment
opportunities in light of the current microeconomic and macroeconomic
scenarios and the political situation in Europe, Asia and the United States.
In general, the bank's experts prefer stocks to bonds, with an overweight in
cyclical stocks from the Old Economy.  In keeping with the current and
expected economic trend, the investment experts prefer Asian stocks
(including Japan) ahead of U.S. or European equities, but there is also
continued upside potential in Europe for investments in companies that are
concentrating on restructuring and cost cutting.

Turning to bonds, the bank's experts see more potential in the euro bond
market than in the U.S. market.  According to Julius Baer, shorter-dated
bonds in the euro-zone market are safer, while for the US market short-term
bonds are also the preferred investment for the next six months.  Corporate
bonds in the U.S and the euro-zone should be viewed more cautiously in light
of the recent narrowing of the yield spread to comparable government bonds.

                              *****

Julius Baer has been struggling with the difficult markets and resulting
drop in assets under management as well as to falling transaction volumes.
In 2002, the Group's consolidated net profit fell 19% to CHF183 million, for
cing it to chop a substantial percentage of its workforce.  In the
first-half of this year, the Group took various measures to sustainably
improve profitability.

CONTACT:  BANK JULIUS BAR & CO. AG, Zurich
          Gerard Piasko
          Chief Investment Officer Private Banking
          Phone: 058 888 5714

          Janwillem Acket, Group Chief Economist
          Phone: 058 888 8100


SWISS INTERNATIONAL: Nears Agreement on CHF500 Mln Credit Deal
--------------------------------------------------------------
Swiss International Airlines Ltd. is close to sealing a vital loan of CHF500
million, Intesatrade news agency said, citing Neue Zuercher Zeitung.

Chief Executive Andre Dose updated the Neue Zuercher Zeitung on its business
plan, saying the airline is about to secure the credit deal and that
financing of new Airbus planes are also proceeding as planned.

Earlier, the airline announced a strategic partnership with British Airways.
Swiss has been looking for a partner to help it increase passenger numbers,
further reduce expenses and attract investment on the way to posting a
profit since its creation out of the bankrupt Swissair Group.

It has held negotiations between several banks and the Swiss government over
the details of the credit line.


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


AMP LIMITED: Court Approves Explanatory Memorandum on Demerger
--------------------------------------------------------------
AMP Limited has publicly released the Explanatory Memorandum for its planned
demerger, following Federal Court approval for the demerger meetings to be
held later this year.

AMP Chairman Peter Willcox said Directors were unanimously recommending that
shareholders support the demerger, which will create two regionally based
entities: AMP in Australasia and HHG in the United Kingdom.

"Your Board believes that the proposal to demerge will help unlock the
underlying value of AMP and HHG for shareholders and that this value is more
likely to be reflected in the share prices of the two companies than it will
be if the AMP Group remains whole," Mr. Willcox tells shareholders in the
Letter from the Chairman accompanying in the Explanatory Memorandum.

"Your Directors and I believe that the benefits of this proposal outweigh
the disadvantages and risks.

"This is confirmed by an Independent Expert's report.  This report concludes
that the demerger is in the best interests of AMP shareholders on the basis
that no offer to acquire the United Kingdom businesses has been made on
preferable terms."

In the Explanatory Memorandum, Mr. Willcox also tells shareholders that
there were no easy solutions to AMP's problems, and that the Board was
determined to find long-term solutions that would draw on the strengths in
the company and prevent a recurrence of past problems.

"We have worked to create two separate companies that we expect will be
strong and successful, with simpler and more transparent structures.  We
believe that this should unlock the underlying value of AMP and HHG and
provide existing AMP shareholders with more choice in their investments, as
well as broadening the investor base by attracting new shareholders to both
companies," he says in the Explanatory Memorandum.

The Explanatory Memorandum has been divided into 16 sections to make it
easier for shareholders to navigate, including key elements of the proposal
to demerge (Section 1), benefits, disadvantages and risks (Section 2), AMP
after the demerger (Section 4) and HHG after the demerger (Section 6).

The Explanatory Memorandum also contains a number of external reports
including the Independent Expert's report by Rothschild (Section 12), an
Independent Accountant's report by Ernst & Young (Section 13) and the
Consulting Actuary's report by Tillinghast-Towers Perrin (Section 14).

Benefits of the demerger outlined in the report include:

(a) the demerger will create separate regional businesses.  Both AMP and HHG
will be primarily focused on their home markets and will pursue an
independent strategy that is consistent with their strengths and
capabilities;

(b) the demerger will simplify the corporate structures of the two entities,
making them easier to understand and evaluate;

(c) AMP and HHG will have separate listings, separate trading values and
direct access to capital markets and this will provide more flexibility for
each company to participate in industry consolidation; and

(d) more investors will be attracted to invest in either AMP or HHG, while
existing AMP shareholders will be able to choose whether to continue to
invest in AMP, or HHG, or both.

The disadvantages of the proposal to demerge outlined in the report include
the cost of the demerger at approximately A$214 million before tax (A$193
million after tax).  The bulk of these costs are for financial advisory,
legal, accounting and other advisory and experts' fees in respect of the
demerger and the London Stock Exchange listing of HHG as part of the
demerger (A$99 million); establishing AMP and HHG as separate entities (A$46
million); shareholder and policyholder communication costs (A$35 million);
and the cost of printing and distributing the Explanatory Memorandum (A$14
million).  Other costs will also be incurred, including rights offer costs
and business restructuring costs.

About 50% of the demerger costs will have been incurred, or committed, by
the time of the meetings to approve the demerger.  Mr. Willcox said the
costs of the demerger reflected the extremely complex nature of the
transaction, and the fact that it covered multiple jurisdictions.

The Independent Expert, Rothschild, also identifies a number of benefits in
the demerger proposal including:

(a) the removal of risk of further brand damage to the Australasian
franchise;

(b) the removal of structural impediments to a takeover of AMP;

(c) the insulation of AMP from any continuing demands for capital from HHG;
and

(d) better alignment of shareholder and employee interests.
The costs and consequences identified by the Independent Expert include the
impact on the capital structure, the costs of raising new equity capital and
ongoing links between AMP and HHG.

Mr. Willcox said that since announcing the proposal to demerge, AMP has been
approached by several parties interested in acquiring the United Kingdom
businesses.

"These approaches have led to conditional proposals being submitted in
respect of these businesses.  These proposals are not attractive relative to
the proposal to demerge as they presently fail to fully reflect the
intrinsic value of the businesses and involve continuing exposure through
warranties and indemnities," he says in the Explanatory Memorandum.

"While the proposal to demerge remains the preferred option, it is possible
that these proposals could, with the improvement in equity markets and
valuations, result in a firm offer being made for the United Kingdom
businesses, which the Directors may consider to be a better outcome than the
demerger."

The Independent Expert has indicated that if an offer for the U.K.
businesses is received on terms that could be considered preferable to the
demerger proposal, it reserves the right to reconsider its opinion.

"Furthermore, if the Directors receive any offers in respect of the
Australasian businesses, they will consider them and act in the best
interests of AMP shareholders," Mr. Willcox says in the Explanatory
Memorandum letter to shareholders.

The Explanatory Memorandum will be sent to shareholders in about two to
three weeks, with printing due to start early in the week.

Shareholders will receive a number of documents including an Explanatory
Memorandum of around 600 pages, a letter from the Chairman, a proxy form to
vote and a reply paid envelope.

Mr. Willcox said that while a number of AMP shareholders had indicated they
did not want to receive the demerger documentation, the company is legally
obliged to distribute the information to all shareholders.  However, he said
AMP was pleased the Court would allow AMP to distribute the document
electronically.

Around 42,000 AMP shareholders have registered to receive the document
electronically -- almost 30,000 on CD Rom and the balance via email.  This
includes about 35,000 in Australia, 2,600 in New Zealand and the rest
primarily in the U.K.  For the demerger to proceed, shareholders will be
asked to approve three resolutions.

The first, the capital adjustment resolution, will restructure AMP's capital
to ensure shareholders hold the same number of shares in each of AMP and HHG
after the demerger, as the number of AMP shares held before the demerger.

The second is the RPS Preference share cancellation resolution. Cancellation
of the RPS Preference shares is being sought due to the proposed redemption
of the RPS.

The third resolution is the demerger resolution, which will approve the
demerger.

Both the first and third resolutions need to be approved for the demerger to
proceed and the demerger resolution must be approved by both:

(a) a majority in number of AMP's almost 1 million shareholders who decide
to vote; and

(b) at least 75% of the votes cast on the resolution.

If the demerger is approved by shareholders, a further court order approving
the scheme of arrangement needs to be made.  It is expected that by the end
of 2003, AMP and HHG shares will be traded separately.

AMP shares will be traded on the Australian and New Zealand stock exchanges.
HHG intends to list its shares on the London Stock Exchange while in
Australia, CHESS Depositary Interests will be traded.  CHESS Depositary
Interests are a form of security commonly used to allow trading on the ASX
of shares of companies that are incorporated in foreign countries.  HHG
CHESS Depositary Interests or shares will not be listed on the New Zealand
Stock Exchange.

The general meeting and scheme meeting of shareholders to approve the
demerger will be held on December 9, 2003 at the Hordern Pavilion at Fox
Studios in Sydney, commencing at 9 a.m.  Shareholders can vote by either
attending the meeting or returning their proxy form.

"On behalf of the Directors, I encourage you to vote on the proposal to
demerge and have your say on the future of AMP," Mr. Willcox says in the
Explanatory Memorandum.

CONTACT:  AMP LIMITED
          Investor Inquiries
          Mark O'brien
          Phone: +612 9257 7053


AMP LIMITED: Outlines Future Direction and Structure
----------------------------------------------------
The Australasian-based operation of AMP Limited has on Thursday outlined key
post-demerger details such as pro-forma forecast financial information,
strategy, structure and remuneration.

This follows the review of the Explanatory Memorandum by the Federal Court
to enable shareholder meetings to approve the proposed demerger to proceed.

AMP Chief Executive Officer Andrew Mohl said a wealth of information about
the new AMP was contained in the Explanatory Memorandum, providing tangible
evidence of the strength and value in the business.

"The demerger will bring AMP back to its roots and allow us to totally focus
on our 2.3 million customers in Australia and New Zealand," Mr. Mohl said.

"AMP will have the largest financial planning network in Australia, be the
largest superannuation provider and remain one of the country's largest
investment managers.

"We encourage all our shareholders to read the Explanatory Memorandum so
they understand the post-demerger AMP and our vision for the company - to
help people manage their financial well-being to enjoy the future they
want."

Mr. Mohl said the post-demerger AMP would include the core business units of
AMP Financial Services (AFS) and AMP Capital Investors, as well as
Cobalt/Gordian (which remains under review).  Key sections on AMP in the
Explanatory Memorandum include:

Pro-forma forecast financial information for year to December 31, 2003

Pro-forma financial results (Section 5 of the Explanatory Memorandum) for
new AMP for the year to December 31, 2003 have been estimated in a range,
based on investment return assumptions.  Net profit after tax forecasts
range from a low of AU$362 million to a high of AU$495 million.  Based on
current market levels, the result is likely to be closer to the top end of
the forecast range.

Forecast operating margins in 2003 for AMP Financial Services range from
AU$347 million to AU$383 million and for AMP Capital Investors, from AU$63
million to AU$65 million.

In 2002, AMP Financial Services pro forma operating margins were AU$329
million and AMP Capital Investors were AU$95 million.

Mr. Mohl said the results demonstrated the continued underlying improvement
in AMP Financial Sercices.

"Overall, the 2003 result for AMP Financial Services looks likely to be
significantly stronger than the previous year, notwithstanding a difficult
business and market environment, demonstrating the resilience and potential
of AMP Financial Services," he said.

Mr. Mohl noted that for the year to December 31, 2003, the results of AMP
Limited would differ from the pro-forma forecasts provided.  This is because
in addition to the uncertainties of forecasts, the final results will
include other elements such as HHG PLC results from 1 January 2003 until the
effective demerger date; restructure and transaction costs; and the
potential reduction in the carrying value of the U.K. operations based on
the market value of HHG.

AMP outlook & strategy

Post demerger, AMP intends to grow the profitability of its businesses by
implementing its corporate strategic objectives (Section 4.1.5) which are
to:

(a) regain investor and wider market support as a listed company;

(b) build trust in AMP's brand;

(c) improve productivity and deliver unit cost reductions;

(d) maximize integration synergies; and

(e) develop a high performance culture within AMP.

As the Explanatory Memorandum outlines in Sections 4 & 5, AMP Financial
Services is well positioned in the Australian wealth management business and
will continue its focus on advice-based distribution, leveraging its strong
market position to further reduce unit costs.

The Explanatory Memorandum outlines that the AMP Financial Services cost
base, excluding AMP Banking, is expected to decrease by at least 15%
compared with 2002.  The 2003 cost base is expected to be less than AU$520
million, compared with the AU$560 million target announced in December 2002.
The cost base has been further reduced despite increasing spending on brand,
one-off adviser incentive payments and discretionary projects.

AMP Banking has undergone a significant restructuring program in the last
year to focus on mortgages and retail deposits in Australia.  This
restructuring is resulting in a significant improvement in 2003 profit
margins, which are expected to be around AU$7 million, compared with a loss
of AU$8 million in 2002.

More broadly, persistency levels are expected to decrease marginally in 2003
due to weak investment markets, but with no long-term impact.

In terms of AMP Capital Investors, the operating margin is expected to be
33% lower in 2003 than the previous year.  This reduction is due to a return
to normal tax levels following payments received for tax losses in 2002 and
the loss of income from listed property trusts in the second half of the
year.

Costs in the second half of 2003 remain comparable to the first half,
excluding expenses related to listed property trusts.

In terms of the longer-term outlook for new AMP, the Explanatory Memorandum
notes that market conditions have continued to be challenging for AMP's
businesses throughout 2003.  Market conditions are expected to improve but
will remain uncertain going into 2004.

"Nevertheless, the Board believes that the underlying fundamentals of AMP's
businesses, together with the emergence of long term benefits expected to be
derived from the demerger, will result in AMP being well positioned to take
advantage of expected improvements in the Australian wealth management
market and for it to achieve its strategic objectives," the Explanatory
Memorandum says.

"The Board is confident of AMP's prospects for sustained growth in the
future.

"Subject to investment market conditions, the Board expects profit after
income tax to increase in 2004.  This will be driven by higher operating
margins in AMP Financial Services and lower corporate office costs, offset
in part by lower earnings in AMP Capital Investors due to the loss of the
listed property trusts in 2003."

The Directors' intended dividend policy for AMP is to distribute
approximately 60% of the available operating profit after tax in the form of
dividends.  The payment of dividends will be subject to approval by APRA
while consolidated retained earnings are negative.

Consulting Actuary's Report

The final versions of the Consulting Actuary's report are contained in the
Explanatory Memorandum  (see Section 14), including information on
sensitivities.  As AMP said last week when the draft information was
released, it believes the new methodology shows higher valuations compared
with traditional results using a 5% risk discount margin for both embedded
values and, in particular, value of six months' sales (Australian business).
This is even after allowing for some agency costs.

AMP Board and senior management

The AMP post-demerger Board of Directors is outlined in Section 4.6.1 of the
Explanatory Memorandum.  It will comprise a non-executive Chairman (Peter
Willcox), five non-executive Directors (Richard Grellman, Pat Handley,
Meredith Hellicar, Peter Mason and Nora Scheinkestel) and one executive
Director (Andrew Mohl).

Current U.K.-based AMP Directors, Lord Killearn and Roger Yates, will step
down from the Board on or before the demerger date.

Pat Handley and Andrew Mohl will also be on the HHG Board.  AMP Directors
considered it appropriate that Mr Handley and Mr Mohl hold both
directorships.

The AMP Board will continue to have three standing committees, comprised
only of independent non-executive Directors.  These are the Board Audit &
Compliance Committee, the Board Nomination Committee and the Board
Remuneration Committee.

AMP's Australian-based Senior Management Team (see Section 4.6.2) will be
unchanged following the demerger with the exception of the General Manager,
Strategy & Development, Marc de Cure, who will leave AMP in the first
quarter of 2004.

"Marc stayed on at AMP at my request to oversee a new strategic direction
for AMP which culminated in the proposal to demerge.  He has been a valuable
contributor to AMP and with the demerger drawing to a close, he is looking
forward to his next challenge," Mr. Mohl said.

Following this departure, the Strategy & Development team will report to
Peter Hodgett (who will also continue as General Manager, Human Resources).

Staffing

As a result of the demerger, AMP will become a smaller, regionally focused
organization.

There will be a reduction of around 100 positions following the demerger,
primarily in AMP's Corporate office (see Section 4.6.3).

AMP Capital Investors' employee numbers will reduce by the end of 2003, due
primarily to changes to its listed property trust business.

By the end of the first quarter of next year, AMP will have approximately
4,100 employees.

Remuneration

New remuneration arrangements apply to the Board of Directors, Chief
Executive Officer and Senior Management Team as part of the demerger process
(see Sections 10.10-10.16).

Due to the reduction in size and scope of AMP's operations after the
demerger, the remuneration of the Directors and senior management has been
reduced.

Board of Directors

If the demerger proceeds, the Directors' fees will be reduced by 10%, and
the Chairman's fees by 23%.

The Board also proposes to put to the 2004 Annual General Meeting a
resolution to reduce the maximum fee pool for Directors.  A 40% reduction
from the current maximum aggregate sum of fees payable to non-executive
Directors of AU$2.5 million to AU$1.5 million (plus statutory
superannuation) is expected.

Chief Executive Officer

The Board has agreed with CEO Andrew Mohl a variation in terms of his
current contract if the demerger proceeds.

His current contract, which commenced October 7, 2002, is for an unlimited
period.  This has been amended to a five year fixed term, from the
commencement of his role as CEO through to October 7, 2007.

Mr. Mohl's revised terms of annual remuneration include three elements:

(1) Base salary - a reduction of 10% to AU$1.35 million;
(2) Short term incentives -- a reduction of 31% in the maximum amount
payable.  This payment is dependent on performance and can now range from
zero to a maximum of AU$2.7 million.  This amount will be payable in cash
only;

(3) Long term incentives -- a reduction of 33% in the maximum amount
payable.  This payment will be made in rights to shares, which are subject
to performance hurdles.  This payment will range from zero to AU$2.025
million.

Mr. Mohl's total potential remuneration in a year under his revised contract
will range from AU$1.36 million to AU$6.09 million.  Under the current
contract, Mr. Mohl's total potential remuneration could range from AU$1.51
million to AU$8.41 million.  The reduction in maximum potential remuneration
is 28%.

Mr. Mohl's termination payments have also been reduced from October 2005
under the revised contract.

Further details on Mr. Mohl's current and revised contract are in Attachment
One.

Senior Management Team

The base pay of direct reports to the CEO will also be reduced by 10% and
their maximum potential remuneration by 19%.

Restructure and retention payments to effect the demerger

The Board of Directors recognizes that the demerger will mean significant
changes to the roles of many employees in AMP.  Recognizing this, the Board
has put in place a one-off restructure and retention program to cover key
employees who are either critical to the demerger proposal, or to those
parts of the business significantly impacted by the demerger.

The maximum potential cost of this program to AMP's business is
approximately AU$12.7 million before tax, which represents approximately 3%
of total Australian employment expenses per annum.

This includes payments to 58 employees in 'new' AMP.  Mr. Mohl is eligible
for a one-off payment as part of this program of AU$2.25 million.

Payment arrangements vary from employee to employee.  All payments are
conditional on factors such as the achievement of performance targets.  A
sub-committee of the Board Remuneration Committee has the discretion to
determine the details of the payments and when these payments will be made,
however, it is intended that these payments will be spread over a six-month
period commencing on completion of the demerger.  Employees who resign will
forfeit any unpaid amounts.

AMP Chairman Peter Willcox said the program recognized the fact that a
number of employees critical to the demerger process were likely to lose
their jobs, or have their roles significantly restructured, post demerger.

"We were particularly worried about 'key person' risk during this process,
which in some instances could have had a significant impact on the progress
of the demerger.  Some investors and clients also wanted reassurance that we
would retain key staff throughout this process," Mr. Willcox said.

"Ultimately, the Board's decision is vindicated by the fact that AMP and HHG
have retained 98% of the employees covered by the program who have worked
under extraordinary circumstances to achieve the demerger timetable to this
point."

Conclusion

Mr. Mohl said the Explanatory Memorandum provided a comprehensive overview
of AMP's business and outlook for shareholders to review ahead of their vote
on the demerger.

"There is no doubt that the demerger process has been difficult but we are
now in the final stages.  We are confident that AMP is in great shape to
meet the challenges of 2004," Mr. Mohl said.

"We particularly look forward to being able to focus totally on the business
and enhancing AMP's already strong position in the Australian wealth
management industry."

To view attachments: http://bankrupt.com/misc/AMP_Outline_Attachments.pdf

CONTACT:  Investor Inquiries
          Mark O'Brien
          Phone: +612 9257 7053


AMP LIMITED: HHG Outlines Strategic Direction after Demerger
------------------------------------------------------------
HHG PLC intends to list on the Australian and London Stock Exchanges before
the end of 2003.  Upon demerger from AMP Limited in Australia, HHG will
comprise these U.K. based operations:

(a) Henderson Global Investors (Henderson): a top 10 U.K.-based investment
manager with GBP69 billion assets under management as at June 30, 2003;

(b) Life Services: the life and pension books of Pearl, NPI, National
Provident Life and London Life which have recently been closed to new
business;

(c) Towry Law: a leading financial advisory group; and

(d) an investment in Virgin Money: a 50/50 financial services joint venture
with the Virgin Group.

HHG Chief Executive Officer Roger Yates said the strength and continued
growth of Henderson, together with the management actions taken to reduce
risks in the U.K. life companies, provides a firm foundation for HHG's
future as an independent listed entity.  With the groundwork in place, the
Group is well positioned to benefit from economic and market recovery.

Full details of the strategy, outlook, Board and management structure for
HHG are provided in sections 6 & 7 of the Explanatory Memorandum approved by
the Australian Federal Court in Sydney on October 16, 2003.

HHG strategy

HHG will seek to maximize total shareholder return by developing and
realizing value from each of its underlying businesses.  Specifically, HHG
will focus on:

(a) building on and further strengthening Henderson's position as a powerful
and highly regarded European investment manager.  The business is
well-diversified and growing organically.  It is strongly positioned in both
the institutional and retail sectors and well placed to benefit from an
upturn in investment markets;

(b) enabling the realization of significant value as shareholder capital is
released from Life Services over the long term and improving the efficiency
of the life businesses thereby increasing profitability; and

(c) developing Towry Law as an effective and profitable stand-alone business
and maximizing the value of HHG's investment in Virgin Money.

"Our strategy for HHG is two-fold.  First, to capitalize on the strength of
the Henderson investment management franchise - renowned for its investment
performance, product leadership and client service.  This is the growth
engine and long-term strategic focus of HHG," said Mr Yates.

"Secondly, we will seek to unlock the inherent value in the existing life
businesses.  With the risks now reduced and the life companies closed to new
business, there is scope for significant efficiency gains and a potential
step change in the cost base.  Most importantly, in the long term, we expect
to free- up substantial shareholder assets, which are currently supporting
life company liabilities.

"Consideration will be given to divestment opportunities, but only where
these deliver greater value for shareholders in the long term," said Mr.
Yates.

Current trading update - Henderson

In the first half of 2003, Henderson experienced lower sales of investment
products compared with the first half of 2002.  This was principally due to
weaker consumer demand.  However, in the second half of 2003, assets under
management have grown as a result of improved equity markets and positive
net new sales to retail and institutional clients.  This growth has more
than offset outflows from Life Services.

In particular, Henderson has experienced net fund inflows to its Continental
European retail product, Horizon, and further growth in its absolute return
and collateralized debt obligation funds.

Dividend

The HHG Board considers the payment of a sustainable dividend desirable.
HHG intends to pay dividends to the extent that they can be funded by
surplus cash earnings from the operating subsidiaries and/or transfers from
the life companies.  However, in the near term, it is not envisaged that HHG
will declare a dividend.

In the longer term, the HHG Board expects the cash earnings of its
subsidiaries to improve and capital to be released from the life companies
as policies mature or are surrendered.

HHG Board and senior management

The HHG Board post demerger is set out in section 6.7 of the Explanatory
Memorandum.  It will comprise a non-executive Chairman (Sir Malcolm Bates),
five non-executive Directors (Peter Costain, Pat Handley, Anthony Hotson,
Sir William Wells and Andrew Mohl) and three executive Directors (Roger
Yates, HHG Chief Executive Officer and Managing Director Henderson, Toby
Hiscock, HHG Chief Financial Officer and Ian Laughlin, Managing Director
Life Services).

In respect of AMP's 15% holding in HHG, it has been agreed that while AMP
continues to hold a stake of at least 5%, it has the right to nominate an
appointed representative to the HHG Board.

HHG's Board responsibilities, procedures and committees are outlined in full
in section 6.7 of the Explanatory Memorandum.

HHG's management team reflects the need for continuity of experience and
understanding of the complex underlying businesses.  In addition to the
executive Directors (outlined previously), the team will include Ian
Buckley, Chief Investment Officer and Mike Clare, Managing Director,
Henderson Global Investors U.K. and Jonathan Moss, Life Services Finance
Director and Chief Actuary.

Biographies of HHG's Board of Directors and full senior management team are
provided in sections 6.7.1 and 6.1.4 of the EM respectively.

Staffing

Following the demerger, HHG will be U.K.-based, with growing asset
management operations in Europe, Asia and the United States.

At June 30, 2003, the HHG businesses employed a total of 4,684 employees.

By June 2004, HHG is expected to have 3,370 employees, including a small
corporate office.  The majority of the reductions will occur within the Life
Services business in line with the previously announced cost reduction
initiatives following the closure of NPI Limited.

Chief Executive Officer remuneration

A new Service Agreement for Roger Yates as Chief Executive Officer of HHG
PLC will become effective on the Demerger Date.

In summary, the Chief Executive's remuneration will be made up of three
components:

(1) Annual salary: GBP600,000.

(2) Short-term incentive: an annual cash bonus, subject to the achievement
of individual and corporate performance targets, which ranges from 0 - 200%
of annual salary - currently GBP0 - GBP1.2 million.

(3 Long-term incentive: a grant of performance-related share awards.  The
first grants under this scheme will be made within six weeks of the
announcement of HHG's financial results for the year ended December 31,
2003.  The aggregate value of the initial grant will be equal to 250% of
salary and receipt is subject to corporate performance over a three-year
period.

While the calculation is complex, Mr. Yates' remuneration will range from
GBP0.6 million to GBP3.3 million, with the final figure dependent on
performance.  The structure of his package recognizes the significant
additional responsibilities of becoming CEO of HHG and takes into
consideration the underlying mix of businesses.

Details of the remuneration of other executive Directors, Toby Hiscock,
Chief Financial Officer, and Ian Laughlin, Managing Director Life Services,
are included in section 10.29 of the Explanatory Memorandum.

Restructure and Retention Arrangements

The demerger will require significant changes to the roles of many employees
in AMP and HHG.  The companies have therefore put in place one-off
restructure and retention arrangements to secure key employees who are
either critical to the demerger process or to those parts of the business
significantly impacted by the demerger.

The cost of these arrangements in respect of 102 HHG employees is
approximately GBP10.3 million, representing some 5% of total HHG employment
expenses per annum.

The CEO of HHG, Roger Yates, is eligible for payments under this program
totaling no more than GBP1.1 million.  The payments recognize Mr. Yates'
crucial role in achieving the demerger and the fact that his
responsibilities increased substantially following announcement of the
proposed demerger on May 2003, without any immediate increase in
remuneration.

All payments are conditional on factors such as the achievement of
performance targets.  A sub-committee of the Board Remuneration Committee
has the discretion to determine payment details, which will be spread over a
six-month period commencing on completion of the demerger.

Summary

HHG is on track to list on the Australian and London Stock Exchanges in
December 2003.

Post demerger, the Group will benefit from having a U.K.-based, independent
management and Board with a dedicated focus on HHG's businesses.

Commenting on his first few months as CEO of AMP's U.K. businesses, Mr.
Yates said " We have continued to build on Henderson's success of recent
years, with good investment performance, innovative new products and strong
external inflows.  We have also significantly reduced the investment and
operational risks in the life businesses.  This, combined with the capital
restructuring agreed with AMP, will underpin HHG's future as a listed
company."

CONTACT:  Mark O'Brien
          Investor Inquiries
          Phone: +61 2 9257 7053


BLACK SEA: To Hold Scheme Creditors Meetings December 2
-------------------------------------------------------
Notice is hereby given that by an Order dated October 10, 2003 made in the
matter of Black Sea and Baltic General Insurance Company Limited
(Provisional Liquidators Appointed) and in the matter of the Companies Act
1985, the High Court of Justice Chancery Division Companies Court has
directed that meetings of the Company's Scheme Creditors (as defined in the
Scheme (as defined below)) of Black Sea and Baltic General Insurance Company
Limited be held together on December 2, 2003 at The Chartered Insurance
Institute, The Insurance Hall, 20 Aldermanbury London EC2V 7HY, United
Kingdom commencing at 3.30pm.  All Scheme Creditors are requested to attend
at such place and time either in person or by proxy.

The purpose of the Scheme Meetings will be to consider and, if thought fit,
to approve (with or without modification) a scheme arrangement proposed to
be made between the Company and the Scheme Creditors pursuant to s425 of the
Companies Act 1985.

A downloadable file of the proposed Scheme, Explanatory Statement and
Appendices are available on the Company's website at
http://www.blacksea.co.uk. Should an email or a printed copy be required,
please send your request to the Joint Provisional Liquidators at their
Plumtree Court address below, and one will be sent to you.

Copies of the notice of the meetings, the proxy and voting form, the
short-form Explanatory Statement, the Scheme document and the long-form
Explanatory Statement can be obtained from the Joint Provisional Liquidators
at their Plumtree Court address below or their Solicitors.

The Scheme Creditors may vote in person at the Scheme Meetings or they may
appoint another person, whether a Scheme Creditor or not, as their proxy to
attend and vote in their place.

It is requested that proxy and voting forms be lodged with the Joint
Provisional Liquidators, Black Sea and Baltic General Insurance Company
Limited, c/o PRO Insurance Solutions Limited, One Great Tower Street, London
EC3R 5AH, fax number +44 (0) 20 7623 3318, not less than three working days
before the time appointed for the Scheme Meetings.  A faxed copy of the
proxy and voting form will be accepted if legible.

By the same Order the Court has appointed Dan Schwarzman of Plumtree Court,
London EC4A 4HT, United Kingdom or, failing him, Nigel Rackham of Plumtree
Court, London EC4A 4HT, United Kingdom to act as Chairman of the Scheme
Meetings and has directed the Chairman to report the result of the Scheme
Meetings to the Court.

The Scheme of Arrangement will be subject to the subsequent approval of the
Court.

CONTACT:  Richard Butler
          Solicitors for the Joint Provisional Liquidators of
          Black Sea and Baltic General Insurance Company Limited
          Beaufort House
          15 St. Botolph Street
          London EC3A 7EE
          United Kingdom


BRITISH AIRWAYS: Engineers Accept Latest Pay Offer
--------------------------------------------------
British Airways engineers have narrowly voted to accept the company's latest
offer on pay and conditions.  In a consultative ballot conducted by joint
unions, 1,514 members voted to accept the company offer, which was
recommended by the unions, and 1,192 members voted to reject it.

The latest offer contained two major concessions from the company.  Firstly
the swipe card system will only be introduced by agreement with the trade
unions and an improved proposal has been made on the consolidation of
employees holiday pay.

Bob Shannon, Amicus National Officer, said:  "The closeness of the ballot
result shows the deep frustration still felt by British Airway's staff.  The
company should have learnt an important lesson through all this -- they have
to carry their employees with them through agreement, not imposition."

Negotiations have been ongoing with the company since British Airway's
Engineers voted overwhelmingly in a consultative ballot last month to reject
the last company offer.  The most recent consultative ballot of a joint
group of union members was issued two weeks ago.  Unions had warned British
Airways that if a better agreement could not be reached they would ballot
members on industrial action.  Amicus represent 80% of British Airway's
engineers.  The remainder are represented by the TGWU and the GMB.

                              *****

British Airways has slashed more than 11,000 jobs in response to a two-year
industry downturn and competition from budget airlines.


CANARY WHARF: Lack of Firm Buyout Offer Makes Analysts Nervous
--------------------------------------------------------------
Analysts are urging Canary Wharf to get into solid sell-off talks the
soonest possible time to prevent further erosion of share value.  Shares in
Canary Wharf fell 2.5p to 257.5p on Thursday after JP Morgan warned of
further slides in share value if an offer does not materialize, according to
The Guardian.  JP Morgan further said that even if an offer does come up it
is unlikely to be much above the current price.

"We expect Canary Wharf to lag the recovery in office markets in both the
West End and the City by 12-18 months.  Furthermore we believe recent
letting on the estate may have been the result of incentives greater than
other major landlords are prepared to offer," JP Morgan said in a research
note.

The statement came four months after Canary Wharf said it had received a bid
approach.  Those that signed intentions to bid are Morgan Stanley, Goldman
Sachs Brascan, the Canadian conglomerate. Paul Reichman, the founder of the
company, also said he is interested.


IMPERIAL CHEMICAL: Addresses GBP443 Million Pension Fund Deficit
----------------------------------------------------------------
The 2003 triennial valuation of the Imperial Chemical Industries U.K.
Pension Fund has now been completed.

On March 31, 2003 the Imperial Chemical Industries U.K. Pension Fund had a
deficit for funding purposes of GBP443 million and a solvency ratio of 93%,
compared with a deficit of GBP148 million and a solvency ratio of 98% on
March 31, 2000.  The company has therefore agreed to make top-up
contributions to the Fund of GBP62 million per annum for nine years from
2004, and to provide an asset-backed guarantee for GBP250 million to support
its commitments to the Fund.  These arrangements will replace the previous
schedule of six annual top-up payments of GBP30 million that was agreed in
2000.

Based on this valuation, the deficit for SSAP24 purposes on March 31, 2003
was GBP344 million.  This compares with a deficit of GBP4 million on March
31, 2000.

The next triennial valuation is due on March 31, 2006.


IMPERIAL CHEMICAL: Ratings Unchanged by New Pension Terms
---------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and outlook on
U.K.-based specialty chemicals and paints manufacturer Imperial Chemical
Industries PLC (ICI;
BBB/Stable/A-2) are unaffected by the new terms and conditions agreed upon
as a result of the group's triannual pension actuarial valuation.

ICI is to make nine annual top-up payments of GBP62 million into its large
U.K. pension fund (the U.K. Fund) from 2004 through 2012.  In addition, the
group will provide an asset-backed guarantee from one of its subsidiaries,
in favor of the U.K. Fund and covering actuarial deficits of up to GBP250
million.

At end-March 2003, the actuarial deficit of the U.K. Fund was GBP443
million.  The new guarantee will further increase the already significant
degree of structural subordination to which the group's senior unsecured
bondholders are exposed.  ICI is expected to remedy this situation with
additional structural improvements in the short term.  The level of annual
top-up payments from 2004 onward is in line with Standard & Poor's previous
expectations.


MUNICIPAL GENERAL: Sets Scheme Creditors Meeting December 5
-----------------------------------------------------------
Notice is hereby given that, by an Order dated October 8, 2003 made in the
above matter, the Court has directed that a meeting be convened of the
Scheme Creditors (as defined in the scheme of arrangement referred to below)
of Municipal General Insurance Limited for the purpose of considering and,
if thought fit, approving (with or without modification) a scheme of
arrangement proposed to be made between the Company and the Scheme
Creditors.

That Meeting will be held at the offices of DLA, 3 Noble Street, London EC2V
7EE, United Kingdom on December 5, 2003 commencing at 11.00am.  All such
Scheme Creditors are requested to attend at such place and time either in
person or by proxy.

Scheme Creditors may attend and vote at the Meeting either in person or by
proxy and are, in any event, requested to complete the appropriate form of
proxy and return it.  Each Scheme Creditor or his proxy will be required to
register his attendance at the Meeting prior to its commencement.
Registration will commence at 10.00 am on the day of the Meeting.  Scheme
Creditors may vote in person at the Meeting or they may appoint another
person, whether a Scheme Creditor or not, as their proxy to attend and vote
in their place.

It is requested that voting forms be lodged with the Joint Provisional
Liquidators, c/o LCL Consulting Limited, 9 St. Clare Street, London EC3N
1LQ, fax number: +44 (0) 20 7680 4039 not later than 4 pm on the day prior
to the day appointed for the Meeting.  A faxed copy of the voting form will
be acceptable if legible.

A file of the proposed Scheme of Arrangement, Explanatory Statement and
Appendices and voting forms is available to download on the MGI website at
http://www.mgi-ltd.co.uk. Should an email or printed copy of these
documents be required, please send your request to the Joint Provisional
Liquidators at Friary Court, 13-21 High Street, Guildford, Surrey GU1 3DG.

By the said Order, the Court has appointed Jacqueline Barbara Stephenson,
Joint Provisional Liquidator, failing her, Andrew Brannon, the Company's
director, or failing him, Graeme Row Gadsby, Joint Provisional Liquidator,
to act as Chairman of the Meeting and has directed the Chairman to report
the result of the Meeting to the Court.


NORTHERN FOODS: To Post Interim Results November 11
---------------------------------------------------
Northern Foods will be announcing its interim results on Tuesday, November
11, 2003.  There will be a meeting for analysts at 9.15 for 9.30 a.m. at
Smeatons Vaults, The Brewery, Chiswell Street, London EC1.

                              *****

The board said last month the company is not operating to its full
potential, with underlying trend in group sales in the second quarter weaker
than in the first 13 weeks of the year.  It expects group pre-tax profit for
the first-half, before goodwill amortization and exceptional items, to be
significantly lower than in the comparable period last year.

CONTACT:  Hudson Sandler
          Keith Hann / Wendy Baker
          Phone:  020 7796 4133won over


ROYAL & SUNALLIANCE: Posts Update on Rights Issue
-------------------------------------------------
Following the announcement regarding valid acceptances under the Rights
Issue, Royal & SunAlliance now announces that Goldman Sachs International,
Merrill Lynch International and Cazenove & Co. Ltd., have procured
subscribers for the 119,760,956 new Ordinary Shares for which valid
acceptances were not received at a price of 96.25 pence per new Ordinary
Share.

The net proceeds of the sale of these new Ordinary Shares after deduction of
the Rights Issue price of 70 pence per new Ordinary Share and all applicable
commissions and value added tax will be paid to shareholders whose rights
have lapsed in accordance with the terms of the Rights Issue, pro rata to
their lapsed provisional allotments.

                              *****

The rights issue is aimed at restoring growth in the company after a crisis
following the bear market.  About GBP800 million of the GBP1 billion-
capital increase will be pumped into reserves to cover spiraling asbestos
and environmental claims.

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

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


VERNALIS GROUP: Delists from London Stock Exchange this Week
------------------------------------------------------------
Following the takeover of Vernalis by British Biotech plc (now Vernalis
plc), Vernalis has notified the U.K. Listing Authority that it wishes to
cancel its listing on the Official List maintained by the U.K. Listing
Authority and also notified the London Stock Exchange plc (the LSE) that it
wishes to cancel its admission to trading on the LSE of its entire class of
ordinary shares with effect from 8 a.m. on October 22, 2003.

                              *****

Early in October, British Biotech plc announces that all the resolutions
tabled at the Annual General Meeting held October 1, 2003, including the
resolution to change the name of the company to Vernalis plc, were passed.
From October 1, the company will be called Vernalis plc.

It also said that Vernalis plc ordinary shares will, until on or about
October 22, 2003, trade on the London Stock Exchange under the ticker 'BBG'
and its American Depository Shares will trade on the NASDAQ National Market
under the ticker 'BBIOY'.

Vernalis Group plc will continue to trade under the ticker 'VER' until the
cancellation of its listing on the London Stock Exchange becomes effective
on or about October 22, 2003.  At this date, Vernalis plc, the post merger
company, will adopt the 'VER' ticker on the London Stock Exchange.  The
company will adopt the ticker 'VNLS' in respect of its American Depository
Shares in due course.

British Biotech, formerly an FTSE 100 contender, suffered a
string of failed deals before Fellner joined as chairman in
December.  It failed to regain credibility since the failure of
its cancer and pancreatitis drug.

CONTACT:  BRITISH BIOTECH PLC
          Phone: +44 (0) 1865 781166 (thereafter)
          Contact:
          Simon Sturge, Chief Executive Officer
          Tony Weir, Chief Financial Officer

          BRUNSWICK GROUP
          Contact:
          Jon Coles
          Phone: +44 (0) 20 7404 5959


WORLD TRAVEL: Wind up Likely as Loan Due Dates Near
---------------------------------------------------
At Thursday's adjourned AGM, John Biles, Chairman, made this statement:

Shareholders will recall that at the annual general meeting on September 17,
resolutions 3, 7, 8 and 9 set out in the notice of that meeting were not
considered and the meeting was adjourned until Thursday.  These resolutions
relate to the adoption of a new employee share option scheme, a change of
the company's name, an elimination of the amount standing to the credit of
the share premium account and the acquisition of Wanbase respectively.  As I
said at that meeting, although agreement has been reached with Culver for
the acquisition of Wanbase, it had not been possible to finalize the
documentation for this transaction prior to that meeting.

I also reported that the Board had been examining a number of other
acquisition opportunities but that negotiations have not yet reached any
agreement.  Whilst these negotiations are continuing it is apparent that,
even if they are successful, it will be some time before any transaction can
be brought to a conclusion.  Accordingly, it is clear that we cannot now
meet the deadline of October 31 on which we have agreed to pay our
creditors.  We are now negotiating with those creditors and I am proposing
that we adjourn this meeting and the consideration of resolutions 3, 7, 8
and 9 until Friday November 31, 2003 in the hope that the various
negotiations that are presently in progress with creditors and others can be
brought to a satisfactory conclusion.  If we cannot agree terms with
creditors then the company will, regrettably, have to be wound up.

Outcome of meeting

The meeting was adjourned to November 31, 2003 when resolutions 3, 7, 8 and
9 set out in the notice of the annual general meeting will be considered.
These resolutions relate to the adoption of a new employee share option
scheme, a change of the Company's name, an elimination of the amount
standing to the credit of the share premium account and the acquisition of
Wanbase respectively.

CONTACT:  WORLD TRAVEL
          John Biles, Chairman
          Phone: 020 7456 1352


                            *********


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., Fairless Hills, Pennsylvania, 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 * * *