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/raid1/www/Hosts/bankrupt/TCREUR_Public/031208.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, December 8, 2003, Vol. 4, No. 242 Headlines F R A N C E AIR LITTORAL: 7 Group No Show; Azzurra Air Takeover Bid Junked CONSODATA SA: Revenues Remain Down But EBIT Shows Improvement FRANCE TELECOM: Privatization Bill up for Parliamentary Debate SCOR GROUP: Fund-raising Exercise Fails to Impress Fitch Ratings G E R M A N Y BRAU UND BRUNNEN: HVB's Plan to Sell Shareholding Falls Through ESCADA AG: Gives Up Feraud Stake for Undisclosed Amount SCHNEIDER LASER: Relinquishes Stake in JENOPTIK Joint Venture WCM GROUP: Receives EUR442 million for Commerzbank Stake H U N G A R Y ANTENNA HUNGARIA: Buys 50% of AM-IT from Joint Venture Partner I R E L A N D PENN RACQUET: To Relocate Mullingar Operation to Arizona I T A L Y FIAT SPA: Market Share Down 4% in November OLCESE SPA: Workers to Report Back Monday Next Week N E T H E R L A N D S LAURUS N.V.: Edah Allowed to Continue Using Comparative Ads N O R W A Y AKER KVAERNER: Chief Financial Officer to Step Down Next Year S W I T Z E R L A N D ASCOM: Shareholders Approve CHF74.25 Million Capital Increase ERB GROUP: Crumbles Under Heavy Debt Load U N I T E D K I N G D O M ARC INTERNATIONAL: Chief Executive Officer Gulett Resigns AZURE HOLDINGS: Lifts Restriction on Shares BALTIMORE TECHNOLOGIES: Andrew Hunt Joins Non-executive Board CANARY WHARF: Recommends Morgan Stanley's Takeover Proposal CANARY WHARF: Prince al-Waleed Might Bid with Morgan Stanley DAWSON INTERNATIONAL: Mulls Capital Hike, Loan Restructuring DRAX HOLDINGS: Schedules Creditors' Meeting December 10 FUSION OIL: Sterling Energy Offer Declared Unconditional HAWTIN PLC: Sells Spaform Limited to GW 745 for GBP4 Million HOLLINGER INC.: Candover Prepares Bid for U.K. Unit LEEDS UNITED: Principal Creditors Grant Debt Payment Moratorium MYTRAVEL GROUP: Issues Update on Warrant Take-up NTL INC.: US$1.43 Million Rights Offering Oversubscribed SAFEWAY PLC: Wm Morrison Bid Within Weeks, Sources Say VOSS NET: To Subdivide Shares Under Capital Reorganization ********* =========== F R A N C E =========== AIR LITTORAL: 7 Group No Show; Azzurra Air Takeover Bid Junked -------------------------------------------------------------- 7 Group failed to make the first installment payment for bankrupt French carrier, Air Littoral, last week as promised, according to http://www.luchtzak.be,an online industry paper. The company's chairman had previously said he was prepared to pay EUR7 million, EUR4 million short of the amount required by the Court of Montpellier. 7 Group plans to build a new European regional airline using most of the assets of Air Littoral in combination with Milan-based carrier Azzurra. The failure of 7 Group to meet the deadline for the payment convinced the French Government the reverse takeover plan is no longer practicable. The Court of Montpellier is expected to reopen the bids shortly. CONSODATA SA: Revenues Remain Down But EBIT Shows Improvement ------------------------------------------------------------- Consodata consolidated revenues decreased during the first nine months of 2003; this was partly due to market conditions, to the changes in the consolidation perimeter and to exchange rate variances (2). EBIT increased by 36.8% during Q3 2003 compared to the same period in 2002. As at September 30, 2003, Consodata's EBIT improved by 15.3% compared to 2002. Consolidated sales (1) and EBIT (000's euros) 2003 2003 2002 2002 ------------------ -------- ------ -------- ------ Revenues EBIT Revenues EBIT -------- ------ -------- ------ Total year to date 47,923 -3,381 56,895 -3,99 Q3 16,704 -980 17,489 -1,551 (000's euros) Change 2003/2002 Change 2003/2002 ------------------ ----------------- ----------------- Revenues EBIT ----------------- ----------------- Total year to date -15.8% +15.3% Q3 -4.5% +36.8% Variances as at September 30, 2003 vs. September 30, 2002 are Sept. 30, 2003 vs. Sept. 30, 2002 Revenues EBIT --------------------------------- -------- ------ Variation at constant perimeter and exchange rate: -8,90% +7.8% Variation due to changes in the consolidation perimeter: -5,10% 3,70% Variation due to exchange rate fluctuations: -1,90% 4,40% |Total variation: -15,80% 15,30% Breakdown of consolidated sales and EBIT per country (Q3) Q3 (000's euros) 2003 2003 2002 2002 ------------------- -------- ---- -------- ------ Revenues EBIT Revenues EBIT France/Belgium 7,449 215 6,54 352 Italy 5,474 -467 6,605 -775 United Kingdom 3,298 366 3,458 494 Spain 482 -192 615 183 China 0 0 271 -100 Corporate structure 0 -903 0 -1,705 TOTAL 16,704 -980 17,489 -1,551 Q3 Variance 2003-2002 Variance 2003-2002 ------------------- ------------------ ------------------ (000's euros) Revenues EBIT France/Belgium +13.9% -38.8% Italy -17.1% +39.7% United Kingdom -4.6% -26.0% Spain -21.6% -204.7% China NA[3] NA Corporate structure NA +47.1% TOTAL -4.5% +36.8% Breakdown of consolidated sales and EBIT per country (year to date) Year to date 2003 2003 2002 2002 ------------------- -------- ------ -------- ------ (000's euros) Revenues EBIT Revenues EBIT France/Belgium 18,032 -261 18,014 -1,049 Italy 17,288 -1,102 24,765 1,394 United Kingdom (*) 11,126 1,348 11,848 1,332 Spain 1,477 -298 1,659 -132 China 0 0 608 -465 Corporate structure 0 -3,068 0 -5,07 TOTAL 47,923 -3,381 56,895 -3,99 Year to date Variance 2003-2002 Variance 2003-2002 ------------------- ------------------ ------------------ (000's euros) Revenues EBIT ------------------- ------------------ ------------------ France/Belgium +0.1% +75.1% Italy -30.2% -179.1% United Kingdom (*) -6.1% (*) +1.2% (*) Spain -11.0% -125.4% China NA NA Corporate structure NA +39.5% TOTAL -15.8% +15.3% (*) At constant exchange rate, U.K. sales increased by 3% and EBIT by 11% During the first nine months of the year U.K. sales increased slightly, not taking into account the exchange rate fluctuations, France/Belgium sales remained flat and Italy and Spain faced a sales' decrease. In the U.K., despite a tough year in the whole sector, Consodata succeeded in developing its activities. New products are being launched (OmniLifestyle -- a nationally aggregated database, InContext -- a data collection program through warranty cards) which is expected to have a positive impact on the company's growth in 2004. In France, Consodata's traditional activities of data content (excluding Mediaprisme) have improved EBIT by 75% compared to the same period last year. However, data collection techniques keep on being improved and the sales force is currently being reorganized in order to further improve the results in the future. In Italy, the decrease in sales is partly due to the changes in the consolidation perimeter and to a different seasonality of the products sold through SEAT network. EBIT year-to-date experienced a significant drop compared to the same period in 2002 but it has already improved in Q3. Recent events On November 6, 2003, Consodata finalised the sale of its subsidiary Mediaprisme to MP Finance. This operation reflects Consodata's strategy to exit from the list broking activity, in which the Group had so far operated through Mediaprisme, mainly on the French market. In fact, Consodata focuses on the development of its own consumer databases and on harmonizing its international offer. This disposal will impact on Consodata's consolidation perimeter in Q4 2003. As of September 30, the contribution of Mediaprisme to Consodata consolidated accounts was as follows: Year-to-date (000's euros) Sept. 30 Sept. 30 2003 2002 Sales 9,742 8,791 EBIT -99 5 Perspectives The global advertising and direct marketing industry confirms the trend announced at the end of the first half of 2003 and does not expect any significant recovery within the end of the year. Consodata will therefore keep focusing on improving its efficiency and renewing its product range. ---------- Footnotes: (1) Excluding management fees (2) See press release on 2003 half-year results published on September 25 (3) NA = Not Applicable CONTACT: CONSODATA E-mail: asvinet@consodata.com Phone: +33 1 53 35 51 00 FRANCE TELECOM: Privatization Bill up for Parliamentary Debate -------------------------------------------------------------- France's National Assembly approved the proposed law that would allow the state to reduce its stake in the troubled telecom from 54.6% to below 50%. The government's proposed law was given a preliminary approval by the Senate in October. The Senate will now debate the bill for final adoption on December 16. A full privatization of France Telecom is expected if the proposal is approved. The state is seen likely to trim down its holdings promptly as it is expected to almost certainly breach the European Union's stability pact rules on budget deficits in 2004. In August, the Financial Times said: "For political reasons, the government is not expected to start selling shares in the market before its stake has been diluted below the symbolic 50% threshold in the course of an acquisition by France Telecom or by the company's issuance of a convertible bond or other equity-linked instrument." France's stake in the company is valued at about EUR29 billion (US$33 billion). SCOR GROUP: Fund-raising Exercise Fails to Impress Fitch Ratings ---------------------------------------------------------------- Fitch Ratings commented recently that while it is encouraged by SCOR's announcement of a fully underwritten rights issue, it is taking no rating actions at this time. Fitch has an Insurer Financial Strength (IFS) rating for the major reinsurance entities of the SCOR Group of 'BB+', as well as Long-term and Short-term ratings for SCOR of 'BB' and 'B' respectively. The ratings remain on Rating Watch Negative. Fitch believes that the new capital, increased to EUR750 million from an original EUR600 million and due to be completed in late December 2003, will likely improve SCOR's ability to compete for business during the upcoming renewal season. Nevertheless, despite potentially positive developments related to the capital raising and market perceptions as far as security is concerned, Fitch still believes that SCOR's franchise has been and will remain affected as a consequence of the recent announcements on discontinued business related losses and reserve strengthening. As a consequence, Fitch considers the group to be in a challenging position to retain and attract reinsurance business in both life and non-life lines, and runs some risk of anti-selection. Fitch's ratings continue to reflect concerns about possible further unfavorable financial developments in the short and medium term. For example, while management announced this week that it had shielded itself from future losses in its credit derivatives portfolio, this came at a cost of EUR35 million to purchase loss protections, which will be reflected as a charge in fourth quarter 2003. SCOR faces several other contingencies including the possibility of having to fund the purchase of a minority interests in IRP Holdings Limited and the possible need to repay EUR263 million of debt in January 2005. Fitch also believes that while management made good efforts to bring reserves to a level of adequacy in third quarter 2003, it should be noted that for many companies with U.S. liability exposures, actuarial analyses conducted using "best practices" often prove to be incorrect. Given the long tail and historic volatility of these exposures, Fitch believes it would be premature to conclude that there will be no future adverse reserve developments. Fitch notes that, in the unlikely event the EUR750 million capital raising should not be successful, the ratings could be downgraded further, by at least one notch. If it is successful the ratings would most likely be affirmed. Fitch will continue to closely monitor the situation. SCOR is a major publicly traded diversified reinsurer. Business is underwritten under three major operating divisions; Property & Casualty, Life and Business Solutions. It holds strong business positions in a number of European countries and to a lesser extent in Asia and Latin America. Insurers rated in the 'BB' category are viewed as moderately weak with an uncertain capacity to meet policyholder and contract obligations. Though positive factors are present, overall risk factors are high and the impact of any adverse business and economic factor is expected to be significant. The IFS rating applies to the following operating reinsurance company members of the SCOR Group: SCOR; SCOR Reinsurance Co. (U.S.), General Security Indemnity Co., General Security National Insurance Co., General Security Indemnity Co. of Arizona, SCOR Life U.S. Re Insurance Co., Investors Insurance Corporation, Republic-Vanguard Life Insurance Co., SCOR Canada Reinsurance Co., Commercial Risk Re-Insurance Co., Commercial Risk Reinsurance Co. Ltd., SCOR Deutschland Ruckversicherungs AG, SCOR Italia Riassicurazioni S.p.A., SCOR U.K. Co. Ltd., SCOR Reinsurance Asia-Pacific Pte Ltd., SCOR Reinsurance Co.(Asia)Ltd. ============= G E R M A N Y ============= BRAU UND BRUNNEN: HVB's Plan to Sell Shareholding Falls Through --------------------------------------------------------------- Brau und Brunnen, Germany's fourth-biggest brewery, said HVB has decided not to sell its stakeholding in the company to U.S. investment firm One Equity Partners, according to just-drinks.com. Michael Hollmann, chief of Brau und Brunnen, told the press negotiations regarding the purchase of HVB's 62% stake broke down because of "the behavior of the would-be buyers." "[It's] not on the question of price," just-drinks.com quoted him saying. HVB said in the middle of October it was hoping to conclude the talks regarding the sale of its majority stake to One Equity Partners by the end of the year. The transaction would have paved the way for the possible dismantling of Brau und Brunnen by One Equity Partners and Oetker, the German food group and owner of rival brewery Radeberger. Brau und Brunnen last year generated sales of EUR578 million (US$693 million). ESCADA AG: Gives Up Feraud Stake for Undisclosed Amount ------------------------------------------------------- Fashion house Escada AG sold its 90% stake in luxury brand Feraud GmbH to Munich-based investor Bayariaring Modeholding AG for an undisclosed sum last month, according to just-style.com. Bayariaring also acquired the remaining 10% of Feraud from the company's management, giving it full control of the Krefeld-based name. Feraud designs clothes for the lower luxury market segment. Its annual sales reach about EUR40 million. Escada is restructuring its operations after being hit by a soft economy, the war in Iraq and the SARS outbreak in Asia. It is planning to axe 850 jobs to mitigate its burden. In September, the company reported third quarter net loss of EUR44.2 million. Its full year loss is expected to be between EUR60 million and EUR80 million. The company has net debts of EUR300 million. SCHNEIDER LASER: Relinquishes Stake in JENOPTIK Joint Venture ------------------------------------------------------------- JENOPTIK Laser, Optik, Systeme GmbH will be running JENOPTIK LDT GmbH as a 100% owned subsidiary with immediate effect. The Jenoptik subsidiary has acquired the remaining 40% of the shares in the Gera-based company from Schneider Laser Technologies AG (SLT), Gera, which has gone into insolvency. In October 2002 the Jenoptik subsidiary Laser, Optik, Systeme GmbH, Jena and the firm of Schneider Laser Technologies AG, Gera, now insolvent, had formed JENOPTIK LDT GmbH as a joint subsidiary in order to continue the laser display business. Jenoptik Laser, Optik, Systeme had acquired 60% of the new company and, as a result, had taken over the industrial management of the firm. SLT had contributed plant and equipment, patents and personnel. Both partners had agreed that Schneider Laser Technologies AG would relinquish its minority stake in the new JO-LDT GmbH by no later than the end of 2003. This option has now been exercised. Laser display technology achieves rapid market success. JENOPTIK Laser, Optik, Systeme GmbH had been involved in the development of laser projection technology in Gera since 1999 through a co-operation agreement and has developed the heart of this technology, the Red-Green-Blue laser, ready for mass production. The laser display technology enables extremely high quality moving images to be projected onto a range of different projection surfaces. The latest generation of planetaria from Carl-Zeiss Jena GmbH is equipped with the new RGB laser technology. Red-Green-Blue lasers are also used for flight simulators, large screen projections and laser light shows. JENOPTIK LDT GmbH has already sold projection systems for military flight simulation to two key clients, the U.S. firm of L-3 Communications Corporation and Rheinmetall Defence Electronics GmbH (formerly STN Atlas). By supplying the projection technology for the F18 and Tornado flight simulation the Jenoptik subsidiary has gained a foothold in the military simulation technology market. Company portrait JENOPTIK Laser, Optik, Systeme GmbH. JENOPTIK Laser, Optik Systeme GmbH was formed in 1995 and is a 100% owned subsidiary of the technology group JENOPTIK AG, Jena (ISIN DE0006229107). The company develops, manufactures and markets laser beam sources, optical components, modules and system solutions as well as technologies for the precision measurement, display, structuring and analysis of various materials in the areas of laser technology, optics and sensor systems. Use of the latest technologies, combined with customer-specific applications, form the foundation for the company's success. JENOPTIK LDT GmbH is a majority-owned subsidiary of JENOPTIK Laser, Optik, Systeme GmbH. With a workforce of 36 employed at the Gera site, it develops, manufactures and markets laser projection systems based on the Laser Display Technology (Red-Green-Blue laser). WCM GROUP: Receives EUR442 million for Commerzbank Stake -------------------------------------------------------- German investment company, WCM Group, sold about EUR442 million (US$536 million) worth of stake in Germany's No.3 bank, Commerzbank, to Deutsche Bank. WCM Chief Executive Officer Roland Flach said the company sold 27.5 million Commerzbank shares, or more than a 4.5% stake mostly in a block trade on Thursday, according to Bloomberg. Mr. Flach did not reveal the price with which it sold the shares to Deutsche Bank. Deutsche Bank sold about 17.7 million shares at EUR16.10 each to institutional investors, a person familiar with the sale said, according to the report. The company will use proceeds of the sale to help cut about EUR2.6 billion in debt. WCM profited more than EUR100 million for the sale, according to Mr. Flach. There is no plan to sell the group's remaining 0.4% stake soon, he said. ============= H U N G A R Y ============= ANTENNA HUNGARIA: Buys 50% of AM-IT from Joint Venture Partner -------------------------------------------------------------- Antenna Hungaria acquired complete control of its 50:50 joint venture with Minor Rt, AM-IT Rt, an IT firm they set up in 2001, according to the Budapest Business Journal. The company said it plans to sell the company by the end of the year to free it from an ownership structure, which restricts its chances for expansion. AM-IT Rt remains profitable. AM-IT has been providing Antenna group user support and application operation services under an outsourcing contract. The transaction is understood to be part of Antenna Hungaria's preparation for its privatization, which is expected to happen in the first-half of next year at the earliest. The state holds 83.7% of Antenna through the State Privatization and Holding Rt, with the rest floated on the Budapest Stock Exchange Rt. ============= I R E L A N D ============= PENN RACQUET: To Relocate Mullingar Operation to Arizona -------------------------------------------------------- Penn Racquet is planning to close its Mullingar tennis ball production plant where it employs 116 people, according to Business Plus Online. The Irish tennis ball plant was opened in Mullingar in 1974. The company, which said it already advised employees and union about the imminent shutdown, blamed the decline in the worldwide tennis ball market and intense competition for the decision. Penn Racquet competes neck-to-neck with tennis ball manufacturing facilities that have relocated from Europe to the Far East, and it deems it more economical to use its under-utilized plant in Phoenix, Arizona. Penn said it will work closely and fairly with the Mullingar team throughout the consultation process, which is expected to close early in 2004. ========= I T A L Y ========= FIAT SPA: Market Share Down 4% in November ------------------------------------------ Fiat's November car data failed to pick up in terms of market shares despite the launch of new models. "I'm surprised sales were -4%," an analyst said, according to Dow Jones. The analyst contends that although the fall is less than that of the market, it is still a drop. CEO Giuseppe Morchio, however, countered that volume is more important than market share to improve profitability. The report came as Fiat's relaunch of sport-luxury brand Alfa Romeo in the U.S. by 2007 was further delayed due to the management's decision to focus on the European market. Fiat stopped producing Alfa Romeos in the U.S. in 1995. The troubled carmaker later said it would introduce the re-designed model in 2003, but has postponed its return to the United States repeatedly since Fiat announced its strategic alliance with General Motors in 2000. Mr. Morchio then said: "We have to fix our operations in Europe before we start thinking about North America." OLCESE SPA: Workers to Report Back Monday Next Week --------------------------------------------------- Workers at Olcese S.p.A.'s manufacturing plant in Cogno are to return to work following a successful fund-raising exercise that would enable the company to pay wages, according to just-style.com. The group of 200 textile workers was previously sent home under a temporary layoff scheme called Cassa Integrazione Guadagni. The program allows troubled companies to temporarily lay off workers until it is able to normally operate. The employees received salaries -- which are lower than their regular rate -- paid by the Italian Government's Special Lay-off Benefits Fund, while the company finds a way to raise money to pay its staff. Olcese S.p.A. raised funds through a capital increase of EUR33.7 million, making the return to work of its employees possible. The workers will report back on December 15. ===================== N E T H E R L A N D S ===================== LAURUS N.V.: Edah Allowed to Continue Using Comparative Ads ----------------------------------------------------------- Laurus N.V. announces that the court has reached a judgment in the interim injunction proceedings brought on November 28, 2003 by Albert Heijn B.V. against Laurus Nederland B.V., which operates the Edah supermarket format. The court has ruled that Edah can continue using comparative advertising, provided that in future the comparison is between specific products which are instantly recognizable to the consumer, but is not to use the message "Why pay more at Albert Heijn?" again. The court has held that the statement, "The same items at Edah over EUR5 cheaper: that's more than 9%," accompanying the till receipts being compared, which is used on the Web site, posters, billboards and leaflets, is not misleading. Nor, in the court's view, is it necessary to make the comparison on the basis of a representative basket of items. The court's judgment does not, therefore, restrict Edah's freedom of expression. =========== N O R W A Y =========== AKER KVAERNER: Chief Financial Officer to Step Down Next Year ------------------------------------------------------------- Trond Westlie, who has been chief financial officer at Aker Kvaerner since February 2002, will resign for personal reasons in the New Year. Group executive vice president Finn Berg Jacobsen will take over as acting CFO. Mr. Westlie will continue to be available for the group until next summer. "Mr. Westlie has been an important contributor to the work of establishing today's Aker Kvaerner," says group president and chief executive officer Helge Lund. "Under his financial management the group has acquired a solid foundation and a structure which gives us in the management and outsiders a good overview of both the whole and the individual parts of our operations." "We have worked side by side for many years," says Mr. Lund. "Personally I'm sorry that Westlie is leaving, but we have discussed this over a long period, and I understand and respect his decision." The work of finding Mr. Westlie's successor has begun. Until a new CFO is in place, group executive vice president and chief of staff Finn Berg Jacobsen will take on the post in an acting capacity. Since February 2002 Berg Jacobsen has been group executive vice president with responsibility for staff and a member of Aker Kvaerner's group executive team. He joined Kvaerner in autumn 2001 as CFO and played a central part in the refinancing of the group. Aker Kvaerner ASA is through its subsidiaries and affiliates a leading global provider of engineering and construction services, technology products and integrated solutions. The business within Aker Kvaerner spans a number of industries, including Oil & Gas production, Refining & Chemicals, Pharmaceuticals & Biotechnology, Mining & Metals, Power, Pulping and Shipbuilding. Aker Kvaerner has aggregated annual revenues of approximately US$6 billion and employs around 29,000 employees in more than 30 countries. CONTACT: AKER KVAERNER Investor Relations Tore Langballe, Vice President Group Communications Phone: +47 67 51 31 06 ===================== S W I T Z E R L A N D ===================== ASCOM: Shareholders Approve CHF74.25 Million Capital Increase ------------------------------------------------------------- The Extraordinary General Meeting of Ascom Holding Ltd. shareholders approved the Board of Directors' proposal for an ordinary capital increase of CHF74,250,000. A rights offering commencing December 8, 2003 will entitle existing shareholders to subscribe to the 13,500,000 new registered shares. At the Extraordinary General Meeting held in Berne on December 4, 2003, shareholders of Ascom Holding Ltd. voted by overwhelming majority in favor of all the proposals submitted by the Board of Directors. A declaratory capital write-down, coupled with a reduction in the par value of registered shares in circulation to CH 5.50 per share, will reduce the ordinary share capital of Ascom Holding Ltd. to CHF123,750,000. At the same time the ordinary share capital will be increased again by CHF74,250,000 to CHF 198,000,000 by issuing 13,500,000 new registered shares at a par value of CHF5.50 each. Once the transaction is completed, the share capital of Ascom Holding Ltd. will comprise 36,000,000 registered shares at a par value of CHF5.50 each. The new registered shares will be offered to existing shareholders between December 8 and 17 2003 at a subscription price of CHF5.50 each. The Extraordinary General Meeting of Ascom Holding Ltd. was attended by 203 shareholders representing approximately 10.1 million votes or approximately 45% of the share capital. ERB GROUP: Crumbles Under Heavy Debt Load ----------------------------------------- Speculations about the future of Erb group of Winterthur ended with the company folding up last week due to bad real estate deals in Germany, according to swissinfo. The collapse is considered the worst since Swissair's demise two years ago, the report said. The Erb conglomerate includes the world's number two coffee trader, Volcafe, and Switzerland's number two car importer. It also has interests in coffee and imported cars, it also runs a network of new and used car dealerships, offers financial services, and produces kitchens, windows and doors. The group ran up debts of CHF2 billion (US$1.55 billion) with around 80 banks. Three of its holding companies, including the one that owns most of Volcafe, were put into creditor protection. A fourth has declared bankruptcy. Volcafe, which accounts for almost 15% of the world's coffee trading, said it was not affected by the parent company's financial troubles and had plenty of cash to continue trading. It is being offered for sale under the group's dismantling plan. Most of Erb's trouble came as a result of its writing down CHF2.5 billion in investments at its Uniinvest Holding, which ran real estate investments in Germany and abroad. =========================== U N I T E D K I N G D O M =========================== ARC INTERNATIONAL: Chief Executive Officer Gulett Resigns --------------------------------------------------------- ARC International plc (LSE: ARK), a world leader in user-customizable processors for embedded system design, announces the resignation and departure from his position with immediate effect of Mike Gulett, Chief Executive Officer. Peter van Cuylenburg, ARC's Chairman, has assumed the role of interim CEO. Mike Morrissey, an experienced operating executive, has joined ARC to serve as Chief Operating Officer until a new CEO is appointed. Mr. Morrissey was formerly CEO of ZSP Corporation. Prior to that, Mr. Morrissey was Group Vice President at KLA Instruments, after spending 26 years in various roles with AT&T and NCR, including Vice President/General Manager roles in the PC and semiconductor business divisions. Mike Gulett will work on a consulting basis for two months, assisting the Board with the transition. "After two years of hard work here at ARC it is time to make a change," said Mike Gulett. I am leaving with mixed feelings but I have confidence in the new Board of Directors and ARC's management team and employees." Commenting on these changes, Dr. van Cuylenburg said: "I am delighted that Mike Morrissey is joining our team, as he will bring valuable turnaround experience to the task. On behalf of the Board, I'd like to thank Mike Gulett for his work during his two year period as Chief Executive Officer of ARC." The Board of Directors has begun a search to recruit a new Chief Executive Officer. "ARC's Board of Directors believes that there are substantial opportunities to build value in the business" said Dr. van Cuylenburg. "ARC is the world leader in 32-bit embedded processors that can be customized by users to produce exactly the processor they require, with supporting peripherals and easy-to-use design software. Our customers are continually looking for ways to make their products more competitive, and we are uniquely positioned to help them achieve optimal and differentiated solutions. "ARC already has more than 170 design wins with over 90 customers, including a large number of the world's leading semiconductor and electronics companies. Many of today's fastest-growing professional and consumer electronics products use ARC processors and peripherals, including: Wi-Fi mobile computers, USB storage devices, cable modems, PDAs, DVD players, MP3 players, digital still cameras, educational games, digital televisions, and many other successful products." "From an operating perspective," Dr. van Cuylenburg continued, "ARC has just introduced a very competitive new product in the ARC 600. We are very pleased with the initial response as customers evaluate the product. As stated in our third quarter results, the company has continued to reduce its operating expenses. We intend to introduce further operational improvements and reduce corporate overhead expenses in a continuing drive towards profitability and revenue growth." Preliminary results for the year ended December 31, 2003 will be announced on Wednesday, February 4, 2004. CONTACT: ARC INTERNATIONAL PLC Peter van Cuylenburg, Chairman Phone: 001 (408) 437 3400 TULCHAN COMMUNICATIONS Julie Foster/Tim Lynch Phone: 0207 353 4200 AZURE HOLDINGS: Lifts Restriction on Shares ------------------------------------------- On November 12, 2003, the investors in the Chiddingfold consortium, who have subscribed, in aggregate, for 19.5 million new ordinary shares in Azure, all gave an undertaking to Azure, Chiddingfold and its solicitors, not (inter alia) to deal in any shares in Azure until Chiddingfold's mandatory offer had lapsed, in order to ensure compliance with Rule 4.2 of the Takeover Code. This was because it was assumed that all the parties investing alongside Chiddingfold would be treated as acting in concert with it. After this had been done, it was established that certain investors (who had subscribed for 4.5 million new ordinary shares) were not acting in concert with Chiddingfold, or party to any other concert party arrangements. The provisions of Rule 4.2 do not, therefore, apply to them and any restrictions on dealing are only governed by the undertakings. In the light of the well publicized difficulties in settling transactions in Azure shares, Azure, Chiddingfold and its solicitors have agreed to release the non concert party investors (as set out in Appendix 3B of Chiddingfold's announcement under Rule 2.5 of the City Code and who hold in aggregate 4.5 million shares) from their undertakings not to deal in Azure shares. This will permit them to sell shares if they wish, which could alleviate the settlement difficulties in the market. CONTACT: AZURE HOLDINGS PLC Nicolas Greenstone, Chairman Phone: 020 7723 8833 JOHN EAST & PARTNERS LIMITED John East/David Worlidge/Simon Clements Phone: 020 7628 2200 BALTIMORE TECHNOLOGIES: Andrew Hunt Joins Non-executive Board ------------------------------------------------------------- Baltimore Technologies plc (London: BLM) announced that Andrew Hunt will join the Board of Baltimore Technologies with immediate effect and will replace John Cunningham as Senior Independent Non-Executive Director as of January 1, 2004. Comment: Bijan Khezri, Executive Chairman of Baltimore Technologies, said: "Andrew brings an outstanding wealth of both executive management as well as Board Director experience to our Board as Baltimore Technologies seeks to minimize its liabilities and review its strategic options going forward. As of January 1, 2004, John Cunningham who has served as a Non-Executive Director on the Board of Baltimore Technologies' since August 2000 will step down. I would like to take this opportunity to thank John for his valuable input and expertise." ***** Baltimore Technologies in September said its total revenues for H1 2003 were GBP9.7 million and revenues for the continuing business were GBP9.3 million. This represents a decrease of 56% (GBP12.4 million) from GBP22.1 million in H1 2002. Excluding the GBP8.5 million fall in revenue due to the discontinued businesses, the continuing business revenues fell by 29% (GBP3.5 million) from GBP13.2 million in H1 2002. The major reduction was in the higher margin license fee revenue, which fell from a 'continuing' GBP4.7 million to GBP2.0 million. CONTACT: SMITHFIELD Phone: 020 7360 4900 Andrew Hey Nick Bastin Will Swan CANARY WHARF: Recommends Morgan Stanley's Takeover Proposal ----------------------------------------------------------- The Independent Committee of Canary Wharf Group plc and the consortium led by Morgan Stanley Real Estate Fund IV International limited partnerships and Simon Glick announce that the Company has received from the Consortium a proposal to make an offer for the Company at a price of 265 pence per share. The Independent Committee has concluded that it would be willing to recommend that shareholders accept such an offer. Accordingly, the Company is now working with the Consortium with a view to announcing the full terms and conditions of the offer as soon as practicable. The key terms of the proposed offer are as follows. (a) The basic offer comprises 220 pence in cash and 45 pence in limited voting shares in the new parent company of Canary Wharf. (b) A mix and match facility would be available under which Canary Wharf Shareholders can elect to vary the proportions in which they receive cash and Class B Shares in respect of their holdings of Canary Wharf Shares. (c) A cash alternative would be available for 100% of the share consideration, ensuring that shareholders, who wish to do so, would receive consideration of 265 pence in cash in respect of each Canary Wharf Share. * The Class B Shares would represent approximately 33% of the share capital of the new parent company of Canary Wharf and are expected to be formally valued at 45 pence in the offer document. The Consortium has committed to make an application to have the Class B Shares admitted to the Alternative Investment Market effective at the time the Offer completes. A further announcement will be made as soon as practicable. CONTACT: LAZARD Phone: 020 7187 2000 William Rucker Maxwell James CAZENOVE Phone: 020 7588 2828 Duncan Hunter Richard Cotton BRUNSWICK Phone: 020 7404 5959 James Bradley Fiona Laffan TULCHAN COMMUNICATIONS (PR adviser to MSREF) Phone: 020 7353 4200 Andrew Grant SMITHFIELD FINANCIAL (PR adviser to Simon Glick) Phone: 020 7360 4900 John Antcliffe CANARY WHARF: Prince al-Waleed Might Bid with Morgan Stanley ------------------------------------------------------------ Prince al-Waleed Bin Talal is thought to have held talks with the Morgan Stanley-led consortium on a possible collaboration for the acquisition of Canary Wharf, according to the Financial Times. The Saudi billionaire investor was earlier courted by Paul Reichmann, who last month resigned as chairman of Canary Wharf to launch his own bid, about joining his consortium. Mr. Reichmann's relation with the prince goes back to the time when al-Waleed and Simon Glick, a 14% holder of the Docklands development company, backed his acquisition of Canary Wharf from its creditors in 1995. Mr. Glick is currently with the Morgan Stanley-led consortium. DAWSON INTERNATIONAL: Mulls Capital Hike, Loan Restructuring ------------------------------------------------------------ Dawson International PLC notes the recent increase in its share price and issues this trading update for the year ending January 3, 2004: In the Interim Report for 2003, released on September 10, Dawson International PLC reported an operating loss, before interest, goodwill and exceptional charges, of GBP8.1 million, which compared with an operating loss of GBP4.9 million for the previous year, and commented: "Market conditions in all of our businesses remain tough. Pension contributions in the second half of the year will be around GBP1 million higher than last year. However, a far reaching strategic review is underway which the Board is confident, given the recent management changes, will improve underlying performance." "The directors are considering various options to ensure that appropriate long term funding is in place, including a capital raising exercise and loan restructuring." Since that announcement action has been taken to restructure both the Joseph Dawson fibers business and the Dawson Cashmere Knitters business. Joseph Dawson is transferring most of its cashmere fiber processing from Kinross to a dedicated manufacturing facility in China. This facility will be overseen by Joseph Dawson's own technical team to ensure stringent quality control is maintained. Dawson Cashmere Knitters has been split into two separate businesses, Ballantyne and Barrie, each with its own discrete management structure, resulting in a net headcount reduction of 33 people. These measures will improve underlying profitability from the start of 2004 but will not significantly benefit the current year. In the second half of 2002 the Group reported a breakeven operating result before interest, exceptional charges and goodwill. In the current year it is forecast that the operating result for the second half will again be around, or slightly worse than breakeven before interest, exceptional charges and goodwill and before the additional pension costs of GBP1 million identified in the Interim Report. The results will also be impacted by interest costs and by the exceptional costs of the above restructuring exercises. The Board is encouraged by the progress made to date but recognizes that further measures are required to restore the Group to profitability. A number of initiatives are under consideration, details of which will be announced at the appropriate time. It remains critically important in the short term to stabilize the financial position of the Group and the Board remains of the opinion that this can only be achieved by an injection of new capital. As a result discussions have commenced with advisors and the Group's three largest shareholders with a view to completing the capital raising exercise early in 2004. CONTACT: DAWSON INTERNATIONAL PLC Lochleven Mills Kinross KY13 8GL Mike Hartley, Chairman Phone: 01577 867000 Dave Cooper, Finance Director Phone: 01577 867000 DRAX HOLDINGS: Schedules Creditors' Meeting December 10 ------------------------------------------------------- Notice is hereby given that by an order of the High Court of England and Wales (the English Court) dated November 13, 2003 and an order of the Grand Court of the Cayman Islands dated November 13, 2003 both made in the above matter, each Court has directed a meeting of the Scheme Creditors, other than the Hedging Banks to be convened for the purpose of considering and, if thought fit, approving (with or without modification) the scheme of arrangement proposed to be made between Drax Holdings Limited and its Scheme Creditors. The meeting will be held at 10.15 a.m. (London time) on December 10, 2003 (or as soon as possible thereafter) at The Brewery, Chiswell Street, London EC1Y 4SD, United Kingdom at which place and time all those creditors are requested to attend. Any person entitled to attend the said meeting can obtain copies of the said scheme of arrangement, forms of proxy and copies of the explanatory statement which are required to be furnished pursuant to section 426 of the Companies Act 1985 of England and Wales from the internet at http://www.bondcom.com/draxand, also upon request to Alicia Dalton of Bondholder Communications Group on +1 212 809 2663 (in New York), or at 30 Broad Street, 46th Floor, New York, NY 10004, +44(0) 207 236 0788 (in London) or at 3rd Floor, Prince Rupert House, 64 Queen Street. London EC4R 1AD, or +852 3527 0999 (in Hong Kong) or at Suite 2807, The Center, 99 Queen's Road Central, Hong Kong. These publicly held bonds issued by Drax Holdings will be affected by the scheme of arrangement: US$302,400,000 10.41%, Guaranteed Senior Secured Bonds due 2020 ISIN: US00 808 AAD37 CUSIP: 00808AADR BP200,000,000 9.07%, guaranteed senior Secured Bonds due 2025 ISIN: XS01 25351394 Scheme Creditors (other than Hedging Banks) may vote in person at the meeting referred to above or they may appoint another person, whether a Scheme Creditor or not, as their proxy to attend and vote in their place. A Senior Bondholder (as such term is defined in the scheme of arrangement) will be entitled in an Account Holder Letter (as such term is defined in the scheme of arrangement) to specify a person (who may be the Senior Bondholder) to attend and speak at the meeting provided that a valid Account Holder Letter is received by BondCom by 5:00 p.m. (London time) on December 8, 2003. It is requested that Forms of Proxy be completed, signed and submitted in accordance with the procedures described in the Explanatory Statement, so as to be received by Capita IRG at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom, for the attention of the Manager, by 5:00 p.m. (London time) on December 8, 2003 but if Forms of Proxy are not so submitted they may, if valid, be handed in at the registration desk no later than one hour prior to the time at which the meeting is scheduled to commence, and thereafter may be handed to the chairman of the meeting. By the orders the Courts have each appointed Gordon Christopher Horsfield or, failing him, Gerald Langdon Wingrove or failing him, Lord Taylor of Blackburn, each of Drax Holdings to act as the chairman of the meeting referred to above and has directed the chairman to report the result of the meeting to each of the Courts. The scheme of arrangement will be subject to the subsequent approval of the English Court and the Cayman Court. Dated November 17, 2003 Norton Rose Kemptson House, Camomile Street, London EC3A 7AN, United Kingdom. English Solicitors for Drax Holdings Limited Walkers, PO Box 265 GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands. Cayman Islands Attorney-at-Law for Drax Holdings Limited FUSION OIL: Sterling Energy Offer Declared Unconditional -------------------------------------------------------- Sterling is delighted to announce that by 1.00 p.m. on December 4, 2003, being the final closing date of the Offer, Sterling either owned or had received valid acceptances for the Offer in respect of an aggregate of 52,564,034 Fusion Shares, representing approximately 51.37% of Fusion's issued ordinary share capital. Accordingly, the directors of Sterling announce that all the conditions to the Offer have been satisfied or waived subject only to the admission of the new Sterling Shares to the Alternative Investment Market of the London Stock Exchange becoming effective. Accordingly the Offer is declared unconditional in all respects subject only to such Admission. The Offer will remain open until further notice. The Partial Cash Alternative under which Fusion shareholders may elect to receive 2.5 Sterling Shares and 10p in cash and the Additional Cash Election will remain open until 3.00 p.m. on December 18, 2003 at which time they will close. Forms of Acceptance not yet returned should be completed and returned in accordance with the instructions set out in the Offer Document and the Form of Acceptance. As at 1.00 p.m. on December 4, 2003 Sterling had received valid acceptances for the Offer from holders of 32,563,823 Fusion Shares representing approximately 31.8% of the issued ordinary share capital of Fusion. These acceptances include valid acceptances for the Offer in respect of 9,400,000 Fusion Shares by Invesco Asset Management Limited for which Sterling had received an irrevocable undertaking to accept the Offer and 11,376,500 Fusion Shares for which Sterling had received letters of intent to accept the Offer, representing approximately 9.2% and 11.1% respectively of Fusion's current issued ordinary share capital. Prior to the announcement of the Offer Sterling required 20,000,000 Fusion Shares now representing approximately 19.5% of the issued ordinary share capital of Fusion in addition to the 211 Fusion shares, which it already owned. Settlement of the consideration to which Fusion Shareholders who have already validly accepted the Offer are entitled will be made by the creation of a CREST payment obligation in favor of the Fusion Shareholder's payment bank in accordance with CREST payment arrangements by December 18, 2003. Where a Fusion Shareholder has elected to receive their consideration in certificated form the share certificates and cheques for any cash due under the Partial Cash Alternative or Additional Cash Election as appropriate will be Dispatched by first class post by December 18, 2003. All such cash payments will be made in pounds sterling. Words and expressions defined in the offer document from Sterling to Fusion Shareholders dated October 1, 2003 and the circulars from Sterling to Fusion Shareholders dated October 18, 2003 and November 21, 2003 respectively shall have the same meaning in this announcement. Evolution Beeson Gregory, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Sterling and no one else in connection with the Offer and other matters described herein will not be responsible to anyone other than Sterling for providing the protections afforded to customers of Evolution Beeson Gregory or for giving advice in relation to the Offer or any other matter described in this announcement. HAWTIN PLC: Sells Spaform Limited to GW 745 for GBP4 Million ------------------------------------------------------------ Hawtin announces the proposed disposal of Spaform to GW 745 Limited for a gross cash sum of GBP4,000,000 which will cover the acquisition of Spaform's share capital, the repayment of an inter company loan and repayment of Spaform's overdraft. Up to GBP500,000 of the repayment of the inter company loan may be deferred for a period of up to 9 months if, at the point of completion of the transaction, certain working capital requirements cannot be achieved. Information on the Disposal Spaform manufactures acrylic spa baths, hot tubs, whirlpool baths and swimming pool steps from factory and office premises in Portsmouth. The product range includes domestic, portable and commercial overflow models, sold throughout Europe and to various customers across the world. Spaform currently employs 142 staff at its Portsmouth premises and has two employees in Germany, where it operates a sales branch. The 2002 accounts of Spaform included a prior year adjustment of GBP1.35 million in respect of overstated assets and understated liabilities. Partly as a consequence of this adjustment, Spaform reported a loss before taxation of GBP1.79 million in the year to December 31, 2002; net assets at that date were GBP863,000. In the 6 months to 30 June 2003, there was a loss before taxation of GBP409,000; net assets at that date were GBP454,000. Until July 31, 2003, Spaform owned the freehold of the Portsmouth premises. At that date, the property was transferred to Norfleet, Hawtin's property subsidiary, and so does not form part of the Disposal. On November 29, 2003, Norfleet confirmed a 25 year lease of the premises with Spaform at an annual rental of GBP395,000 for the first twelve months rising to GBP440,000 thereafter subject to 5 yearly, upwards only, rent reviews with breaks at years 15 and 20. Disregarding the effect of exceptional insurance receipts, Spaform has been consistently unprofitable in recent years. After the Disposal, these losses will be eliminated from the Group's consolidated results. In addition, Group borrowings, and so Group interest charges, will reduce, and Group property income will be increased by the rent receivable from the Portsmouth premises. The proceeds of the Disposal will in the first instance be used to meet expenses of the Disposal, estimated to be some GBP100,000. The balance of the proceeds will be used to repay Group borrowings and to establish cash resources available for future property investment. Strategy Throughout the course of 2003, Hawtin has been successful in achieving its stated objective of reducing Group borrowings. Following the Disposal, the conditional sale of Aquamarine (which was announced on November 19, 2003) and the impending closure of its sunbed subsidiary, Barclay Leisure, Hawtin will have ended its involvement with manufacturing, will be reduced to a core of property assets, will have eliminated its exposure to trading losses from manufacturing activities and will have resources available for investment in future property development. The Board intends to rebuild Hawtin from its historic property base. Extraordinary General Meeting GW 745 is a company in which Mr. Jim Telford, the Managing Director of Spaform, will be a substantial shareholder; also, in connection with the Disposal, it is proposed that Hawtin will lend Mr. Telford GBP80,000 to assist him in the purchase of his shares in Newco. Both the Disposal and the loan to Mr. Telford are related party transactions under the Rules of the United Kingdom Listing Authority. Accordingly (and because of the size of the Disposal in relation to Hawtin), both the Disposal and the loan to Mr. Telford are conditional upon the approval of Hawtin's ordinary shareholders. A circular convening an extraordinary general meeting of the Company, containing, among other things, an explanation of the background to the Disposal and a recommendation that ordinary shareholders vote in favor of the resolutions to be put at the EGM, will be dispatched to all shareholders shortly. CONTACT: HAWTIN PLC Stephen Morgan, Director and Company Secretary Phone: 02920 739480 HOLLINGER INC.: Candover Prepares Bid for U.K. Unit --------------------------------------------------- U.K. private equity firm Candover is thought to have lodged its intention to bid for Hollinger International's Telegraph Group with the Canadian company's investment bank, according to the Times. Lazard was appointed last month to review Hollinger's options for its business after the resignation of Lord Black as chief executive in the wake of a controversy regarding unauthorized payments he received. Chris Oakley, the former Editor-in-Chief of the Birmingham Post, is believed to be leading Candover's preparations. His role, though, is not an assurance of a position in the targeted acquisition thought to be worth up to GBP500 million. But Candover is likely to face competition from media companies and rival private equity firms. The company could come face-to-face in the bidding with private equity 3i Group, The Washington Post Company, and Sir Anthony O'Reilly, owner of The Independent. The Telegraph group owns The Daily Telegraph and The Sunday Telegraph. Hollinger also owns 50% of Westferry Printers, in a joint venture with Express Newspapers, and The Jerusalem Post and the Chicago Sun-Times. LEEDS UNITED: Principal Creditors Grant Debt Payment Moratorium --------------------------------------------------------------- Leeds United plc announces that it signed a formal standstill agreement with its principal finance creditors for the period until January 19, 2004 to provide the Group with sufficient working capital until that date to allow it time to seek to identify parties who would be prepared to make a substantial investment in, or offer for, the business as part of an overall financial and balance sheet restructuring. The Standstill is the culmination of negotiations between Leeds United and, among others, the providers of GBP60 million of senior secured notes and Gerling General Insurance Co., the credit insurer of Registered European Football Finance Ltd who is the provider of Leeds United's football player finance lease arrangements. In summary, the key points of the Standstill are: (a) The Noteholders have agreed to allow GBP4.1 million of accumulated cash, which is currently held for them as part of their security to be used to fund certain working capital requirements of the Group. (b) REFF and Gerling have agreed to defer approximately GBP1.7 million of capital and certain interest repayments due in the period to January 19, 2004. (c) HSBC, the Group's banker, has agreed to provide a new term loan facility. The board will seek to identify parties who would be prepared to make a substantial investment in, or offer for, the business, working in conjunction with the Group's restructuring advisors. However, the Directors believe that these discussions, if they lead to an offer, may not realize value for the equity at the current share price. In addition, there can be no guarantee that this process will be concluded satisfactorily and, if unsuccessful, the Directors may be forced to seek the protection of an administration order. In addition, Allan Leighton has resigned from the Board with immediate effect to avoid any conflict of interest should he decide to become involved in any future funding or purchase of the business. Allan Leighton has not provided any funding as part of this Standstill arrangement although it may still be available as part of any future financing proposal. Finally, the Board also confirms that it has now had an approach from a third party, being a company associated with Sheikh Abdulrahman Bin Mubarak Al Khalifa, which may or may not lead to an offer being made for the business. The Board, which is being advised by KBC Peel Hunt, will issue a further statement in due course. CONTACT: LEEDS UNITED PLC Trevor Birch, Chief Executive Phone: 0113 367 6000 Neil Robson, Finance Director Phone: 0113 367 6000 KBC PEEL HUNT LIMITED David Davies Phone: 0207 418 8906 HOLBORN PR Phone: 020 7929 5599 David Bick Phone: 07831 381 201 Chris Steele Phone: 07979 604 687 Trevor Phillips Phone: 07889 153 628 MYTRAVEL GROUP: Issues Update on Warrant Take-up ------------------------------------------------ MyTravel Group plc announces that, as of December 4, 2004, a total of 27,325,279 ordinary shares of 10p each in the capital of MyTravel have been issued on the exercise of the warrants issued by MyTravel on October 21, 2003. These 27,325,279 ordinary shares have been admitted to the Official List of the U.K. Listing Authority and to trading on the London Stock Exchange. In accordance with the terms and conditions of the Warrants, the remaining Warrants may not be exercised before the Warrants are listed. ***** Bondholders of MyTravel recently extended until January 2007, the repayment of one of the tour operator's significant outstanding loan: GBP222 million worth of convertible bonds that will come due next year. The deal was the final piece of MyTravel's rescue refinancing. CONTACT: MYTRAVEL GROUP G.J. McMahon, Group Company Secretary Phone: (Tel 0161 232 6515) NTL INC.: US$1.43 Million Rights Offering Oversubscribed -------------------------------------------------------- NTL Incorporated (NTLI) announced the final results of its rights offering. A total of 35,853,465 shares of common stock are being issued pursuant to NTL's recent rights offering. This includes the 35,750,000 shares of common stock that were initially offered in the rights offering together with an additional 103,465 shares of common stock offered due to the exercise of 147,333 stock options (and the subsequent granting of rights) during the period between the declaration date and the record date of the rights offering. A total of 86,909,114 shares of NTL common stock will be outstanding. The subscription agent, Continental Stock Transfer & Trust Company, has informed NTL that of the 35,853,465 shares of common stock to be issued, 35,629,465 are being issued pursuant to the basic subscription privilege and 224,000 are being issued through the over-subscription privilege. There were in excess of 28 million over-subscription requests. Stockholders eligible to participate in the over-subscription allocation will receive a number of shares based on a multi-tiered proration factor. Continental is currently calculating the number of over-subscription shares to be issued to individual stockholders. No fractional shares will be issued. The Company has been advised by Continental that monies for unfulfilled over-subscription requests are being returned in accordance with the terms set out in the prospectus. Approximately $4 million of additional proceeds were raised as a result of the extra 103,465 rights exercised, giving a total of $1,434 million in gross proceeds. The net proceeds have been used to repay in full all of our obligations under our 19% Senior Secured Notes due in 2010 and, together with cash on hand, all of our obligations under our working capital facility. A portion of the proceeds remaining after payment of these amounts has been used as inter-company funding to our subsidiary NTL Communications Ltd., with the balance to be used for general corporate purposes. Shares of common stock outstanding: As of November 3, 2003 50,908,316 Common stock issued as a result of options exercised between the declaration date and the record date of the rights offering 147,333 Common stock initially offered in the rights offering 35,750,000 Additional common stock issued in rights offering (pursuant to extra 147,333 shares) 103,465 Total 86,909,114 CONTACT: NTL INCORPORATED Investor Relations: US: Patti Leahy, Phone: +1 610 667 5554 UK: Virginia Ramsden, Phone: +44 0 20 7967 3338 BUCHANAN COMMUNICATIONS Richard Oldworth or Jeremy Garcia Phone: +44 0 20 7466 5000 SAFEWAY PLC: Wm Morrison Bid Within Weeks, Sources Say ------------------------------------------------------ The agreement of Britain's leading supermarket groups regarding competition undertakings on the disposals of Safeway stores is to pave the way for Wm Morrison to finally table a fresh bid for the group. WM Morrison's announcement in January of an agreed GBP2.9 billion all-share deal to buy Britain's fourth-biggest supermarket chain, started a long-running six-way bid. But the Competition Commission blocked the potential bids from Tesco, Asda/Wal-Mart and J Sainsbury by putting tight rules on store disposals. The Office of Fair Trading set that Wm Morrison disposes 53 stores under its buyout agreement. It also tried to make sure Tesco, Asda/Wal-Mart and Sainsbury would not contest the bid, and that rules are put in place regarding their acquisition of some of the 53 stores. The OFT confirmed that undertakings had been signed by all the groups, and that the documents had just been sent to the Department of Trade and Industry. Sir Ken Morrison is pleased with the development, people close to him said, according to the Financial Times. His group will have 21 days to make a bid once the government publishes the undertakings, which is expected to be this week. But Mr. Morrison is not likely to delay his moves. "He hopes to be able to make a fresh bid before Christmas," the source said. Many analysts believe that Sir Ken will come back with a lower offer for a slimmed down business, according to the report. VOSS NET: To Subdivide Shares Under Capital Reorganization ---------------------------------------------------------- Chairman Leo Knifton said in a letter to shareholders: "Dear Shareholder Following the Annual General Meeting and Extraordinary General Meeting of the Company held on November 24, 2003 your new Board has considered the Resolutions passed at those meeting in respect of the capital reorganization of the Company. The Board believes that it is in shareholders' interest that the share price is equivalent or nearly equivalent to the current share price following the reorganization. If the Resolutions are effected on December 22, 2003 as previously announced the share price pro rata as of Thursday would be in the order of GBP2.50 per share. The New Resolutions simply subdivide the shares so that at Thursday's price the share price will then be following the implementation of the new Resolutions in the order of 2.5 pence per share. Further, the resolutions to be considered at the Extraordinary General Meeting afford any shares issued pursuant to the Creditors' Voluntary Arrangement approved by shareholders on November 24, 2003, the exercise of any warrants or options which expire on December 21, 2003 and any other shares issued for any other reason whatsoever up until the Extraordinary General Meeting on December 30, 2003 will be 1p, first consolidated into ordinary shares of GBP1, then subdivided into 1p ordinary shares and 99p deferred ordinary shares on the same basis as set out in resolution 5 passed on November 24, 2003. Creditors under the Creditors' Voluntary Arrangement who may be satisfied by the issue of ordinary shares at 1p amount to some GBP130,000 being some 13 million new ordinary shares of 1p each in their current form. Yours sincerely Leo Knifton. (Chairman)' The Extraordinary General Meeting will be held at the offices of Alfred Henry Corporate Finance Limited, 5-7 Cranwood Street, London EC1V 9EE at 10.00 a.m. on December 30, 2003. The Company's registered office has been changed to 5-7 Cranwood Street, London EC1V 9EE. A copy of the letter to shareholders and Notice of the Extraordinary General Meeting are available to the public, free of charge, for one month from Thursday at the Company's registered office. ********* 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., Frederick, Maryland 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 * * *