/raid1/www/Hosts/bankrupt/TCREUR_Public/031222.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 22, 2003, Vol. 4, No. 252


                              Headlines



G E R M A N Y

DRESDNER BANK: Plans to Clean Books of All Domestic Bad Debts
ENERGIE BADEN: Selling DiTRA Unit to Kabel for Undisclosed Sum
PROSIEBENSAT.1 MEDIA: Appoints 3 New Supervisory Board Members
WESTLB AG: Robin Saunders to Resign, Report Says


G R E E C E

ROYAL WORLD: Case Summary & 19 Largest Unsecured Creditors


I T A L Y

ALITALIA SPA: Flights Disrupted by Further Strikes
CIRIO FINANZIARIA: Probe Launched into Luxembourg-based Firms
ITALTRACTOR SPA: Ratings Lowered on Likely Debt Moratorium
PARMALAT SPA: Delaying Buyback of Brazilian Subsidiary Stake
PARMALAT SPA: Speculations Cloud Brazilian Asset Deal

TELECOM ITALIA: Euromarket Bond Issue Ceiling of EUR5.1 B Okayed


N E T H E R L A N D S

KONINKLIJKE AHOLD: Signs New EUR300 Million Credit Facility
VAN DER: Conducting Thorough Overhaul of U.S. Option Activities


R U S S I A

SIBERIAN OIL: S&P Keeps Watch on B+ Rating Pending Yukos Merger
YUKOS OIL: Rating Cut to BB- on Continuing Legal/Fiscal Pressure


S W I T Z E R L A N D

ASCOM: Rights Issue Receives Overwhelming Response
ABB LTD: May Sue Former Executives re Romania Debt Payment
SAS GROUP: Selling Scandinavian IT Group for More than SEK2 BB


U N I T E D   K I N G D O M

ARGON CAPITAL: S&P Lowers Ratings and Removes Credit Watch
BIG FOOD: Announces Potential Offer for Londis
BIG FOOD: Ratings Unaffected by Potential Acquisition of Londis
BRITANNIC GROUP: May Distribute Dividends this Year
BRITISH ENERGY: Pre-tax Loss for Six Months Reduced to GBP71 MM

DRAX HOLDINGS: Notes Set for Downgrade on Forced Restructuring
HHG PLC: Confirms Timetable to Listing after Demerger
INVENSYS PLC: Sells Metering Business to Jordan Unit for US$650M
KWELM COMPANIES: Creditors Meeting Scheduled for January 29
ROYAL MAIL: Postage Prices to Rise Less Than Inflation

ROYAL MAIL: Faces GBP7.5 Million Penalty from Regulator
ROYAL MAIL: Postcomm Welcomes Company's Arrangement with UK Mail
SCIPHER PLC: Breaches Banking Covenant; Loss Up 6% to GBP5.7 M
STODDARD INTL: Proposes to Dispose Greenfield Land for GBP7 Mil.

                            *******

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


DRESDNER BANK: Plans to Clean Books of All Domestic Bad Debts
-------------------------------------------------------------
Dresdner Bank is to sell off EUR7 billion (US$8.6 billion) of bad
debt and other assets, according to the Financial Times.

Under the plan, Dresdner's IRU bad bank division will sell or
close EUR35 billion of non-strategic assets, mostly bad debt, in
over two years, instead of between three to five years, as
originally planned.

The transaction will eliminate all of the unit's domestic German
exposure, which accounts for 40% of its total bad debts.
Dresdner's third-quarter results last month showed that EUR11
billion of the targeted exposure had already been shed.

Dresdner wouldn't comment but bidders for the assets told
Financial Times that up to six interested parties would begin due
diligence on the portfolio in the coming weeks, according to the
report.


ENERGIE BADEN: Selling DiTRA Unit to Kabel for Undisclosed Sum
--------------------------------------------------------------
German utility Energie Baden-Wuettemberg is continuing efforts to
streamline its business to refocus on core energy operations.

The company, which is 35%-owned by Electricite de France, said
Wednesday it has agreed to sell its DiTRA unit to cable company
Kabel Baden-Wuerttemberg GmbH & Co.KG., according to Dow Jones.
The deal will become effective January 1.

EnBW reported net loss of EUR927 million in the first-half.  This
was after it was found out that many of its subsidiaries were
overvalued and its financial situation was strained.  A further
drain on earnings of nearly EUR200 million is expected for the
second-half.

CONTACT:  ENBW ENERGIE BADEN-WURTTEMBERG AG
          Communications Department
          Durlacher Allee 93
          76131 Karlsruhe
          Phone: +49 (07 21) 63-1 43 20
          Fax: +49 (07 21) 63-1 26 72
          E-Mail: unternehmenskommunikation@enbw.com


PROSIEBENSAT.1 MEDIA: Appoints 3 New Supervisory Board Members
--------------------------------------------------------------
ProSiebenSat.1 Media AG has three new members on its Supervisory
Board.

John Connaughton, Managing Director of Bain Capital Partners,
Patrick Healy, Managing Director of Hellman & Friedman, and Seth
Lawry, Managing Director of Thomas H. Lee Partners, have been
appointed members of the Supervisory Board of ProSiebenSat.1
Media AG, such appointment effective as of December 14, 2003.  As
of that date, the new board members replaced Ron Kenan, Ynon
Kreiz and Arieh Saban in the Company's Supervisory Board.

Under the chairmanship of Haim Saban, the Supervisory Board of
ProSiebenSat.1 Media AG also comprises Adam Chesnoff (vice-
chairman), Dr. Mathias Dopfner, Wolfgang Hartmann, Dr. Michael
Jaffé and Hubertus Meyer-Burckhardt.

The new Supervisory Board members have been court appointed for
the period up to the next General Meeting of Shareholders.

                     *****

The ProSiebenSat.1 Group boosted its operating income
significantly in the third quarter of fiscal 2003.  EBITDA at the
Group level improved EUR31.8 million from the same quarter last
year, from -EUR11.8 million to EUR20 million.  Group revenues
were up 3% from July to September, to EUR362.7 million.  Thus,
Germany's largest television corporation showed rising revenue
during the quarter for the first time since fiscal 2000.  Group
pre-tax income improved from -EUR53.6 million to -EUR8.8 million,
while the consolidated loss narrowed from -EUR49.3 million to -
EUR6.9 million.

CONTACT:  PROSIEBENSAT.1 MEDIA
          Katja Pichler
          Company Spokesperson
          Medienallee 7
          D-85774 Unterfohring
          Phone: +49 [89] 95 07-11 80
          Fax: +49 [89] 95 07-11 84
          E-mail: Katja.Pichler@ProSiebenSat1.com


WESTLB AG: Robin Saunders to Resign, Report Says
------------------------------------------------
The head of WestLB's principal finance unit, which was
responsible for granting loan to TV rental business BoxClever,
will leave the German bank, the company said, according to The
Scotsman.

A company spokesman said WestLB is in talks with financier Robin
Saunders about her departure.  The source did not give further
details, but it is thought the bank has agreed on a GBP1 million
payment for Ms. Saunders, the report said.

Ms. Saunders has been rumored likely to sever ties with WestLB
after German regulator Bafin launched a probe into the bank's
risk management and audit processes in May.  The investigation
was triggered after WestLB made a record EUR1.7 billion (GBP1.2
billion) loss for 2002, mainly as a result of an unexpected
EUR500 million (GBP351.5 million) provision against a loan of
some GBP480 million to BoxClever.



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


ROYAL WORLD: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Royal World Cruises Inc.
             80 Broad Street
             Monrovia, Liberia

Bankruptcy Case No.: 03-03643

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Olympia World Cruises Inc.                 03-03645

Type of Business: The Debtor owns and operates state-of-the-art
                  cruise ships.

Chapter 11 Petition Date: December 16, 2003

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtors' Counsel: Jerrold K. Guben, Esq.
                  Reinwald O'Connor & Playdon
                  733 Bishop Street, Floor 24
                  Honolulu, HI 96813
                  Tel: 808-524-8350
                  Fax: 808-531-8628

Estimated Assets: more than $100 Million

Estimated Debts:  more than $100 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Eko Elda Abee                 Trade Debt              $2,725,434
87 Akti Misouli
Piracus, Greece, 18538

Besso International           Trade Debt                $676,358
8-11 Crescent
London UK EC3N2LY

Louis Duty Free Shops Ltd.    Trade Debt                $650,000
Amphipoleos 20
Nicosis, Cyprus PO BOX 21301

Orient Deniz Tur. Sanayi Ve   Trade Debt                $463,434
Ticaret - D-A
Meclisi Mebusan Cad. 145
Kat 5 Findikli
Istanbul Turkey 80040

Tormena                       Trade Debt            EURO 229,829

Hermis Charisiades            Trade Debt            EURO 225,843

Mantouvalos Brothers          Trade Debt            EURO 221,327

HSBC Insurance Brokers        Trade Debt                $235,324

Global Entertainment          Trade Debt            EURO 187,058
Productions

Headed Cambiaso Risso & Co.   Trade Debt                $215,318

Amphitron Holidays AE         Trade Debt            EURO 173,997

Orient Deniz Tur. Sanayi Ve   Trade Debt                $204,137

Mavrokos Imports SA           Trade Debt            EURO 154,490

Conor SRL                     Trade Debt            EURO 148,621

Pac Electric, V.              Angistriotis          EURO 145,644
Angistriotis, V. Papadopoulos
O.E

Gulf Marine & Industrial      Trade Debt                $174,313
Suppl. Inc/N. Orleans

Ainos Transit AEE             Trade Debt            EURO 119,346

Evag. Pagakis LLC             Trade Debt             EURO 95,001

Aktina AE                     Trade Debt             EURO 92,370



=========
I T A L Y
=========


ALITALIA SPA: Flights Disrupted by Further Strikes
--------------------------------------------------
Alitalia SpA was forced to cancel flights at Rome's Leonardo da
Vinci airport on Wednesday after employees staged an announced
demonstration on the roads leading to the airport, according to
Dow Jones.

The strike is among the series of protest actions the staff are
staging to condemn the airlines' restructuring plan, which calls
for the laying off of about 1,500 employees.

There were around 1,100 Alitalia workers who participated in the
rally.  Almost 90% of ground personnel stopped working to join
the cortege, while almost 50% of airport personnel were reported
to have stopped working.

The action prevented 80 Alitalia flights from taking off the
runway.

Alitalia workers staged a similar, unannounced demonstration last
Thursday.  This follows a protest action early in the month that
resulted to the cancellation of 42 national flights and 50
international flights.

In a separate news, Alitalia's board reportedly agreed to freeze
the airline's restructuring plan until January 31, 2004.

It is hoped that the government, which currently holds 62% of the
airline, might arbitrate directly in the dispute between the
board and unions.

A meeting between the parties is scheduled for December 29.


CIRIO FINANZIARIA: Probe Launched into Luxembourg-based Firms
-------------------------------------------------------------
Three Cirio companies are being investigated by authorities in
relation to bonds issued by the Italian food group, according to
Agenzia Giornalistica.

The companies are Cirio Finance Luxembourg SA, Del Monte Finance
Luxembourg SA, Cirio Holding Luxembourg SA, whose state of
insolvency was declared by Rome's court on November 19.  These
companies apparently only issued the bonds formally, the report
said.

Investigators from Rome's attorney office said the money supposed
to have been raised from the bond offering was diverted towards
other companies of Sergio Cragnotti.

Mr. Cragnotti is being suspected as the main reason for Cirio's
troubles.  The owner of the Lazio football club defaulted on
EUR1.1 billion (US$1.25 billion) ungraded bonds in November,
forcing the company to seek new financing from creditor banks.

Meanwhile, an independent commission presided by Guido Rossi is
also trying to examine case by case the positions of the
Unicredit clients who owned Cirio bonds.


ITALTRACTOR SPA: Ratings Lowered on Likely Debt Moratorium
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Italy-based machinery component maker
Italtractor ITM SpA to 'CC' from 'B', and placed the ratings on
CreditWatch with negative implications.

"The downgrade and CreditWatch placement follow the announcement
of a noteholder meeting on Jan. 7, 2004, that will consider
amending the terms of notes due 2004 issued by Luxembourg-based
subsidiary Italtractor ITM SA that are irrevocably and
unconditionally guaranteed by Italtractor ITM SpA," said Standard
& Poor's credit analyst Virginie Casin.  "This situation is
aggravated by the fact that a EUR20 million capital increase that
had been factored into the rating will not materialize
imminently."

At June 30, 2003, Italtractor's financial debt amounted to EUR242
million, including debt borne by the Brazilian operations and
EUR100 million notes that mature in January 2004.

Contrary to earlier plans, the company is unlikely to refinance
the above-mentioned notes through the issuance of a new bond by
Italtractor ITM SpA.  The existing notes are due for full
repayment on Jan. 22, 2004.

However, existing noteholders are being asked to consent to,
among other things, a four-year deferral of the principal
repayment to Jan. 22, 2008.

"Standard & Poor's would view the implementation of such a
moratorium as a default of Italtractor ITM SA, because
noteholders would have no alternative but to accept this coercive
offer," said Ms. Casin.  "The downgrade of Italtractor ITM SpA
reflects the fact that the company is unlikely to provide full
repayment of the notes on their original maturity of Jan. 22,
2004, and will thus fail to meet its obligation as a guarantor of
Italtractor ITM SA's notes."

Standard & Poor's expects to resolve the CreditWatch placement on
or around Jan. 22, 2004.  As Italtractor ITM SpA is the guarantor
of the notes, the corporate credit rating on Italtractor ITM SpA
will be lowered to 'SD' (selective default) upon amendment of the
notes' terms, as long as Italtractor ITM SpA and its other
subsidiaries continue to honor their obligations with regard to
other issues.

Following the likely amendment of the notes' terms, Italtractor's
creditworthiness will remain constrained by tight financial
flexibility (defined as the ability to fund on-going capital
requirements) and high financial leverage, as well as the
challenges of cyclical demand patterns and price-driven
competition.  The group will remain highly leveraged in the
foreseeable future, with a very small equity cushion.

If the group had refinanced existing notes with a new bond at
Italtractor ITM SpA, the group's main operating company, the
proposed bond would have been rated only one notch below the
corporate credit rating.  Recovery prospects are likely to be
worse, however, for creditors of Italtractor ITM SA, an entity
that does not have direct access to operating assets or cash
flows.

"The company's liquidity situation is very fragile," said Ms.
Casin.

"Failure to obtain noteholders' consent to a moratorium would put
the company's survival at risk."

"Nevertheless, Standard & Poor's notes that the group's core
banks are displaying continued support, for instance through the
transformation of existing long-term loans into loans that can be
redeemed in shares upon maturity at the company's option," said
Ms. Casin.


PARMALAT SPA: Delaying Buyback of Brazilian Subsidiary Stake
------------------------------------------------------------
Parmalat Finanziaria Spa communicates that with regard to the
acquisition of 18.18% of its Brazilian subsidiary company
Parmalat Empreendimentos e Administracao Ltda, negotiations are
still in progress with a view to delaying execution of the
transaction falling due in part on December 17, 2003 and in part
on December 22, 2003.  Parmalat Finance Corporation Limited has
not made the repayment relating to the December 17, 2003 due
date.

With regard to the Epicurum Fund, negotiations to establish the
terms and means of liquidation of Parmalat's share in the fund
have been suspended awaiting the outcome of a review by
PriceWaterhouseCoopers.  This review is consistent with the
mandate given to PriceWaterhouseCoopers on December 16, 2003 to
review the assets and liabilities, including derivative contracts
and commitments, of the Parmalat Group, and in particular of its
financial companies, giving priority to the Epicurum and Bonlat
positions.

Lazard & Co. Ltd. and Mediobanca have been mandated to assist the
Group in reviewing its economic and financial situation and
capital structure and in the preparation of an eventual financial
restructuring plan.  The program of work, which is expected to be
completed by the end of January 2004, foresees:

(a) A review of the Group's capital structure and economic and
financial situation as at the most recent date for which official
figures are available;

(b) A review of the type and conditions of the Group's net
financial indebtedness, both towards banks and in the form of
capital market instruments;

(c) An analysis of the economic and financial outlook for the
Group's operating companies on the basis of data drawn from the
same sources; and

(d) In light of the above, a review to establish whether the
conditions exist for an eventual plan to restructure the Group's
debt and the presentation of guidelines for such a plan.

Milan, December 18, 2003
Parmalat Finanziaria SpA


PARMALAT SPA: Speculations Cloud Brazilian Asset Deal
-----------------------------------------------------
Speculations run that Parmalat may also be the beneficiary of the
payment it is giving to buy back 18% of its main Brazilian
operation, La Republica said, according to Dow Jones.

The Italian group defaulted on a US$400 million payment due
Wednesday night to a group of investors who is selling back the
stake in Parmalat Empreendimentos e Administracao Ltda.

The stake was sold four years ago to Bank of America Corporation
and a group of unnamed investors.  Since the bank was unable to
sell the stake, it was shifted to two Cayman Islands-based
holding companies that are in part financed by Parmalat's Malta-
based office, raising suspicions that Parmalat itself is behind
the holding companies, the paper says.

Part of the buy back comes due Monday.  Should the investment
group do so, the default would trigger automatic default on a
large part of Parmalat's EUR6 billio0n (US$7.4 billion) debt, the
Financial Times said.


TELECOM ITALIA: Euromarket Bond Issue Ceiling of EUR5.1 B Okayed
----------------------------------------------------------------
At a meeting, chaired by Marco Tronchetti Provera, in
implementation of the delegation of powers as per company
statutes, the Telecom Italia Board of Directors gave its
authorization for non-convertible bond issues up to a total of
EUR5.1 billion, to be placed during the course of 2004, as and
when market conditions are deemed suitable.

As part of the EUR10 billion Euro Medium Term Note Program
approved on October 10, these issues may be divided into multiple
tranches, have maturities of between two and 30 years, and may be
issued in more than one currency.

In order to ensure that the Group enjoys the greatest possible
flexibility with regard to future refinancing policy, the Telecom
Italia Board of Directors additionally authorized a full
guarantee to Telecom Italia Capital for potential bond issues in
U.S. dollars, to be placed predominantly in the United States of
America, up to a maximum of US$5 billion.

A similar guarantee for US$4 billion resolved by the Board of
Directors on October 10, was utilized wholly in coverage of the
issue completed on October 29.

The purpose of these initiatives is to refinance debt approaching
maturity by optimizing costs, diversifying the investor base, and
at the same time drawing upon a wider range of instruments.
Specific issue decisions regarding the above indicated ceilings
and reference markets shall be taken to best serve these
objectives.

The securities referred to in this press release have not been
and will not be registered under the U.S. Securities Act of 1933
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.



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


KONINKLIJKE AHOLD: Signs New EUR300 Million Credit Facility
-----------------------------------------------------------
Ahold announced Wednesday the closing on December 17, 2003 of its
approximately EUR3.0 billion 2 for 3 rights offering and related
rump offering of 620,951,317 new common shares.  The new common
shares were admitted on the same day to listing on Euronext
Amsterdam and SWX Swiss Exchange.

On December 17, 2003, the company also closed the EUR75.8 million
offering of depositary receipts of cumulative preferred financing
shares.  The fixed annual dividend has been set at 7.33%.

In addition, Ahold announced it has applied the net proceeds from
the rights offering to repay all outstanding borrowings, totaling
EUR600 million and US$750 million, under its existing EUR600
million and US$2.2 billion credit facility.  On December 17,
2003, the company also signed its new EUR300 million and US$1.45
billion back-up credit facility with a syndicate of banks.  The
secured portion of the existing facility (including the letter of
credit facility) will remain available until the newly signed
credit facility is closed, which is expected shortly.

Conversion price of convertible subordinated notes

The conversion price of Ahold's 4% convertible subordinated notes
due 2005 was adjusted on December 17, 2003 to EU 26.32, down from
EUR 31.56 per common share. This adjustment is caused by the
mentioned common share issue.

CONTACT:  KONINKLIJKE AHOLD
          Corporate Communications
          Phone: +31.75.659.57.20


VAN DER: Conducting Thorough Overhaul of U.S. Option Activities
---------------------------------------------------------------
Van der Moolen, specialists, market makers and proprietary
traders, announced a major reorganization of its U.S. option
activities.

On December 17, 2003 our 65.5% owned option unit, Cohen, Duffy,
McGowan, gave notice that it will resign from its role acting as
an option specialist on the American Stock Exchange.  Full
withdrawal will be expected by year-end and is subject to
American Stock Exchange approval.

Closure of Cohen, Duffy, McGowan and the return of its specialist
assignments to the American Stock Exchange will result in an
impairment of intangibles of approximately EUR17 million pre-tax
(after minority interest) which will be included in the fourth
quarter results.  Although Cohen, Duffy, McGowan's result showed
an improvement throughout the year 2003, its contribution to Van
der Moolen's net result remained negative (first nine months -/-
EUR0.5 million).

Van der Moolen has been looking to adjust its position and
strategy in the U.S. option markets since 2002, by reducing
personnel, capital employed and the number of option series for
which its subsidiaries act as specialist.  Earlier in December
the decision was made to withdraw from our option activities in
Philadelphia.  The consideration received was approximately equal
to the activities' book value in our accounts, so the transfer
resulted in no capital gain or loss.

In October Van der Moolen started its U.S. "upstairs"
(electronic) option trading activity. Following the
reorganization, Van der Moolen will remain active on the CBOE as
an option specialist and out of New York the firm is increasing
its "upstairs" activity.

CONTACT:  VAND DER MOOLEN
          Investor Relations/Corporate Communications
          Phone: +31 (0)20 5356 789



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


SIBERIAN OIL: S&P Keeps Watch on B+ Rating Pending Yukos Merger
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' long-term
corporate credit rating on Russia-based OAO Siberian Oil Co.
(Sibneft) remains on CreditWatch with developing implications
following the reported likely reversal of the company's merger
with Russian peer OAO NK Yukos (BB-/Watch Neg/--) and pending
clarification of the company's shareholder structure, financial
position, and financial policy.

The rating on Sibneft was initially placed on CreditWatch on
April 22, 2003, with positive implications, following the
agreement in principle with Yukos to merge the two companies
(since October 2003, Yukos owns 92% of Sibneft).  The
implications were changed to developing on Oct. 31, 2003, after
the freezing of the 44% stake in Yukos indirectly owned by the
company's former CEO, Mikhail Khodorkovsky, and several other
people.

"To resolve Sibneft's CreditWatch status in a merger reversal
scenario, Standard & Poor's will carefully evaluate the extent to
which the company will directly or indirectly finance its former
shareholders' payments to Yukos -- estimated at $3 billion in
cash, minimum, and a 26% stake in Yukos," said Standard & Poor's
Moscow-based credit analyst Elena Anankina.

Standard & Poor's will also analyze any changes to Sibneft's
shareholding, management, corporate-governance practices, and
financial policy.  Depending on these factors, Standard & Poor's
expects to affirm, or lower or raise by one notch at the most,
its rating on Sibneft.

Sibneft's stand-alone credit quality benefits from strong
profitability and cash flow generation. However, the company is
subject to the general risks of the Russian oil industry, such as
volatile tax and regulatory systems.

"If Sibneft retains its historical propensity to pay large
dividends and carry out unexpected large-scale transactions--as
illustrated, respectively, by the massive payout on its 2001,
2002, and 2003 net income, and by the $1 billion investment in
the acquisition of a 50% stake in Slavneft -- this will likely
constrain the rating," said Ms. Anankina.


YUKOS OIL: Rating Cut to BB- on Continuing Legal/Fiscal Pressure
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Russian oil company OAO NK Yukos to
'BB-' from 'BB'.  The rating remains on Credit Watch with
negative implications, where it was placed on Oct. 31, 2003, when
the 44% stake in the company indirectly owned by the former CEO,
Mikhail Khodorkovsky, and several other people was frozen.

At the same time, the Russian national scale rating on Yukos was
lowered to 'ruAA-' from 'ruAA+'.

"The downgrade reflects continuing political pressure on Yukos
and the consequent tax, liquidity, regulatory, governance, and
management risks," said Standard & Poor's Moscow-based credit
analyst Elena Anankina.

This pressure also appears to have triggered conflict between
Yukos' two large shareholder groups and the reported likely
reversal of the merger with OAO Siberian Oil Company (Sibneft;
B+/Watch Dev/--).

The downgrade acknowledges, in addition, Yukos' failure to
benefit from its investment in a 92% share in Sibneft.  The deal
weakened Yukos' financial profile by increasing leverage, while
there is some uncertainty about the amount and timing of
investment recovery.  Moreover, Yukos' ability to control Sibneft
in the meantime is highly questionable.

"The continuing CreditWatch status reflects ongoing tax and legal
investigations against the company, its shareholders, and
management," added Ms. Anankina.

The negative implications also highlight the risks of poor
protection of ownership rights, weak contract enforcement, and
nontransparent and selectively applied legislation and
regulations in the Russian Federation (foreign currency
BB/Stable/B; local currency BB+/Stable/B).

Resolution of the CreditWatch status will require an assessment
of whether the company's currently strong liquidity, operating
profile, and financial profile are enough to withstand the risks
caused by legal and fiscal pressures, and the tactics of
government authorities, company management, and Yukos' two
conflicting shareholder groups.

"If these risks lead to severe disruptions in Yukos' operations,
jeopardize the company's finances, or even result in a break up
of the corporate structure, the rating on Yukos could be lowered
by several notches," said Ms. Anankina.



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


ASCOM: Rights Issue Receives Overwhelming Response
--------------------------------------------------
Ascom announces that, in the context of the capital increase
designed to strengthen its shareholders' equity, 99,97 % of the
subscription rights were exercised.

"This capital increase creates the basis for the company's
sustainable development", emphasized Juhani Anttila, CEO and
Chairman of the Board of Directors.

The company expects to receive the proceeds from the capital
increase on Monday, December 22, 2003.

In the context of the capital increase by means of subscription
rights, existing shareholders were offered to purchase 3 new
shares at the subscription price of CHF5.50 each for every 5
shares already held.  The shares to be newly issued are fully
fungible and rank pari passu with all existing shares.  All
shares of Ascom are expected to be trading at the SWX Swiss
Exchange as of Tuesday, December 23, 2003, at a par value of
CHF5.50 each.

About Ascom

Ascom is an international solution supplier with a comprehensive
technology know-how.  In the areas Transport Revenue (revenue
collection and parking systems), Security Solutions (applications
for security, communications, automation and control systems for
infrastructure operators, public security institutions and the
army), Network Integration (network solutions in the data/voice
convergence market) and Wireless Solutions (high quality on-site
communications solutions) with many years of experience in the
execution of complex projects for demanding customers the company
has established itself in important key markets.  Ascom's
offering covers analysis and consulting, system design and system
integration, project management, engineering and implementation,
and goes right through to maintenance and support.  The company
has subsidiaries in 23 countries and has a staff of more than
5,000 employees worldwide. The Ascom registered shares (ASCN) are
quoted on the SWX Swiss Exchange in Zurich.


ABB LTD: May Sue Former Executives re Romania Debt Payment
----------------------------------------------------------
ABB Ltd. may file charges against its former executives in
connection to the transaction they made relating to the payment
of debts by the state of Romania years ago, Svenska Daghladet
reported, according to Dow Jones.

Peter Fallenius, a former deputy chief executive of ABB's Swedish
operations, and Ulf Jonsson, a former ABB lawyer, is said to have
appropriated SEK4.8 million when ABB received the payments in
1997.  The information was revealed by ABB information officer
Inga-lill Oestman, according to the report.

ABB Ltd. suffered a string of losses as well as claims arising
from asbestos lawsuits against its U.S. subsidiary.

The company announced in October that its banks have agreed to a
new three-year credit facility worth US$1 billion and the company
will issue new shares worth about $2.5 billion.


SAS GROUP: Selling Scandinavian IT Group for More than SEK2 BB
--------------------------------------------------------------
The SAS Group signed an agreement covering the sale of the
Scandinavian IT Group to U.S.-based Computer Sciences
Corporation.  SAS is selling all the shares in the company and
concurrently is signing a five-year outsourcing agreement for the
purchase of IT services from CSC and the Scandinavian IT Group.
This agreement will include options for SAS to extend the
contract for up to four additional years.

The total value of the transaction is slightly more than SEK2,000
million and comprises the purchase price and future reductions in
the SAS Group's IT costs over the base five-year contract period.

As a result of this transaction, the positive effect on the SAS
Group cash liquidity, including the first contract year, is
estimated to SEK800 million, with a corresponding positive effect
on the SAS Group's net debt.

Under the terms of the outsourcing contract, CSC will provide IT
consulting, systems integration, application development and
maintenance, and IT infrastructure services for mission-critical
SAS business needs, including booking and ticket reservation
systems, ticket-less travel technologies, self-service check-in,
flight maintenance and cargo control systems.

With the sale of the Scandinavian IT Group, the SAS Group is
following the industrial trend within the aviation industry in
which such airlines as British Airways, Japan Airlines, Air
Canada, KLM, Delta and Continental have already concluded similar
agreements.

"With Computer Sciences Corporation, the Scandinavian IT Group
gains an owner that will develop the company and its personnel,"
says SAS CEO Jørgen Lindegaard.  "The sale of the Scandinavian IT
Group is part of a long-term effort to streamline the SAS Group
and concentrate on the flight-related operations."

"This agreement strengthens CSC's presence in Europe and the
Nordic region," said CSC Chairman and Chief Executive Officer Van
B. Honeycutt.

"CSC is pleased to have this opportunity to apply its
considerable experience, best practices and anticipated synergies
to produce financial and operational results for SAS Group."

The Scandinavian IT Group has about 1,200 employees and provides
the aviation industry with IT support services.  Its product
portfolio includes systems for booking and reservation of
tickets, self-service functions, resource optimization, revenue
management and airport administration. Services comprise
development, management and operation of systems.

The transaction between the SAS Group and Computer Sciences
Corporation is subject to review by the Swedish competition
authorities and assuming that the transaction is approved, it
will be concluded on January 30, 2004.

More information about Computer Science Corporation is available
at http://www.csc.com.

CONTACT:  SAS GROUP
          John Dueholm
          Executive Vice President, Airline Related Businesses
          Airline Support Businesses
          Phone: +46 8 797 50 05 or
                 +46 709 97 50 05

          Ulf Thorne, Manager Public and Media Relations
          Phone: +46 8 797 28 33 or
                 +46 709 97 28 33



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


ARGON CAPITAL: S&P Lowers Ratings and Removes Credit Watch
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
the series 22 and 23 notes issued by Argon Capital PLC.  The
ratings on the series 26 and 27 notes were affirmed.  The ratings
on all four series were removed from CreditWatch, where they had
been placed on Dec. 12, 2003 (see list below).

The rating actions follow the lowering of the long-term rating on
Parmalat Finanziaria SpA (CC/Watch Dev/C) to 'CC' on Dec. 10,
2003.

Parmalat Finanziaria, or a credit-linked subsidiary, is named as
a reference obligation under the credit default swap connected
with these synthetic CDO transactions.

Standard & Poor's has conducted a full analysis of these
transactions to assess the sensitivities of the ratings to the
related increased scenario loss rates associated with these
reference portfolios.

For the affirmed ratings, it was considered that there is
sufficient credit enhancement available to maintain the ratings
at their present levels, despite the lowered credit quality of
the portfolios.

The Argon Capital program was set up to repackage ABS and issue
multiple series of notes, with the rating on each series
independent of the ratings on other series.

RATINGS LIST
Series              Rating
              To               From
Argon Capital PLC

Ratings Lowered and Removed From CreditWatch
22            CCC+             B/Watch Neg
23            BB+              BBB-/Watch Neg

Ratings Affirmed and Removed From CreditWatch
26            AAA              AAA/Watch Neg
27            BBB+             BBB+/Watch Neg


BIG FOOD: Announces Potential Offer for Londis
----------------------------------------------
The Big Food Group plc announces it has written to all Londis
(Holdings) Limited shareholders with details of an alternative
offer that it intends to make for the Company if the offer for
the Company by Musgrave Investments Plc is rejected at the Londis
EGM and court meeting on December 30, 2003.

Under The Big Food Group proposal, Londis retail shareholders
would receive total consideration of GBP39.7 million against
GBP19.8 million under the Musgrave offer:


                           BFG Offer    Musgrave Offer

Londis retailers share:    GBP39.7m       GBP19.8m

A Londis retailer gets:    GBP20,300 a share   GBP10,139 a share

Londis management gets:    GBP0.6m        GBP20.2m
TOTAL                      GBP40.3m       GBP40.0m

The Big Food Group's proposal follows a review of the opportunity
to accelerate its delivered wholesale strategy through the
acquisition of Londis.  It is anticipated that any offer would be
financed through bank debt using existing facilities.

In the last three years, the new management in The Big Food Group
have pursued a strategy which combines the strength of the
Iceland and Booker businesses.  This strategy and the future
demands from customers for convenience stores has always included
the development of a distribution network that can service a
strong chain of neighborhood stores.  The acquisition of Londis
would satisfy that objective bringing approximately GBP500
million of sales to the Group.  The transaction is expected to be
earnings enhancing in 2004/5.

Bill Grimsey, CEO of The Big Food Group plc, commented:

"Big Food Group has been a long standing champion of independent
retailers.  Our proposal would fairly reward the retailers who
have worked hard to build Londis.  If our offer proceeds, Londis
retailers can double the money they get for their shares whilst
benefiting from being part of The Big Food Group.  We strongly
urge them to reject the Musgrave offer that gives GBP20.2 million
to just four members of the Londis management team."

CONTACT:  THE BIG FOOD GROUP PLC
          Phone: 020 7796 4133
          Bill Grimsey, CEO
          Bill Hoskins, FD

          UBS INVESTMENT BANK
          Phone: 020 7567 8000
          Michael Lacey-Solymar
          Nic Hellyer


BIG FOOD: Ratings Unaffected by Potential Acquisition of Londis
---------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings and outlook
on U.K.-based food retailer The Big Food Group PLC (Big Food;
BB/Stable/--) are unaffected by the company's announcement that
it might offer GBP40.3 million ($71.1 million) for Londis Ltd., a
chain of convenience stores in the U.K., if a bid from Musgrave
Group PLC (a private Irish food retail group) is rejected.

From a business risk perspective, the potential acquisition would
be considered mildly positive to the overall business profile, as
the company will improve its market position in the U.K.'s faster
growing delivered wholesale market.  Currently, Booker (Big
Food's wholesale operation) and Londis enjoy estimated market
shares of 7% each, which rank behind those of delivered
wholesalers Paul & Harvey Mclane (36%) and Spar (18%).

From a financial risk perspective, Standard & Poor's estimates
that debt protection measures would mildly deteriorate initially,
in particular lease-adjusted funds from operations to net debt
(adjusted for pension deficits and capitalized for operating
leases) would fall from its current level of about 22.5% to about
21.0% on a pro forma basis.  To maintain the ratings, Standard &
Poor's expects the company's funds from operations to net debt to
range between 15%-20%.


BRITANNIC GROUP: May Distribute Dividends this Year
---------------------------------------------------
Britannic Group plc issues this statement prior to entering its
closed period at the end of the year and announcing its
preliminary financial results on March 2, 2004.

Britannic announces that it has paid down GBP50 million of its
aggregate GBP185 million of bank borrowings and has refinanced
the residual GBP135 million with a new five-year facility.
Repayments of principal under the new facility will comprise
GBP20 million a year for the next four years with the balance of
GBP55 million due on expiry of the facility in December 2008.

The review of the arrangements between Britannic Assurance and
Alba Life for the provision of capital to support Alba Life's
solvency, bonus and investment policy have now been concluded
satisfactorily.  The companies have entered into new
arrangements, which are fair to both sets of policyholders and
provide for greater clarity on the inter-relationship between the
two companies.  This should result in greater security but a low
risk investment policy in future for Alba Life with-profit
policyholders and lower risk for Britannic Assurance
policyholders.

Britannic has now successfully completed the actions planned for
2003, which will allow the resumption of dividend payments and
annual bonuses for most Britannic Assurance with-profit
policyholders.  In the absence of unforeseen circumstances, the
board of Britannic expects to recommend a final dividend of 10p
per share in respect of 2003.  In setting this amount, the Board
has taken account of future plans to split dividends one third/
two thirds between interim and final.

Commenting, Paul Thompson, Chief Executive of Britannic said:

"I am very pleased at the prospect of resuming dividend payments
and annual bonuses for most Britannic Assurance with profit
policyholders.  After a year of successful restructuring, the
Group is in good health and I look forward to the future with
confidence."

CONTACT:  BRITANNIC GROUP PLC
          Paul Thompson
          Phone: 01564 202271

          Tony Carlisle/Stephanie Barrett
          Phone: (07973 611888)

          CITIGATE DEWE ROGERSON
          Phone: 020 7282 2972/07939 123220


BRITISH ENERGY: Pre-tax Loss for Six Months Reduced to GBP71 MM
---------------------------------------------------------------
Chairman's Statement

"The U.K. Government, creditors and shareholders have continued
to support the proposed restructuring plan to secure British
Energy's future and long term viability.  For our part, we will
continue to focus on delivering a successful restructuring whilst
rebuilding a company which can perform effectively in the
U.K. energy market."

Summary of Results for 6 months ended September 30, 2003

(a) Substantially reduced loss before tax of GBP71 million in the
6-month period ended September 30, 2003 compared with a loss of
GBP337 million in the corresponding period in 2002/3.  The loss
before exceptionals and tax was GBP90 million compared with a
loss of GBP124 million in the corresponding period in 2002/3.

(b) No dividend has been declared for the period.  The Board does
not expect to declare or propose any dividend for any period
prior to the 2005/06 financial year.

(c) U.K. nuclear output up 10% to 33.3 TWh.  On the assumption
that Heysham 1 returns to service during the first half of
February 2004, it is expected that total U.K. nuclear output will
be around 65.5TWh.  This compares with total U.K. nuclear output
of 63.8TWh in the prior year.

(d) Operating costs on continuing activities before exceptionals
fell GBP40 million in the period mainly due to lower depreciation
following the fixed asset writedown at March 31, 2003

Operating profit in the U.K. for the full year will be consistent
with the Board's expectations, notwithstanding the impact of
recent developments relating to the Sizewell B and Heysham 1
outages.

(e) Operating cash outflow, after capital expenditure, was GBP26
million, compared with an outflow of GBP71 million in the
corresponding period in 2002/03, an improvement of GBP45 million.
This reflects a reduction of GBP9 million in U.K. capital
expenditure, lower payments to British Nuclear Fuels plc (BNFL)
and the absence of outflows to Bruce Power following the sale of
our interest in February 2003.

(f) The Company is fully contracted for the current financial
year with limited price exposure, and has fixed price sales
contracts in place covering over half of its planned output in
2004/05.  The Company will, dependent upon electricity market
prices, also benefit from reduced market risk via the price
hedging arrangements under the revised contracts with BNFL.

(g) Restructuring events up to September 30, 2003:

     (i) Exchange of contracts with BNFL covering front-end and
        back-end fuel contracts.  The Company also sold uranics
        stocks to BNFL for approximately GBP58 million.

    (ii) The European Commission published its preliminary views
        and the procedures for considering the State Aid
        application by the U.K. Government.

(h) Restructuring events since September 30, 2003:

     (i) The Group agreed the proposed disposal of its 50%
        interest in AmerGen to Exelon for US$277 million,
        subject to various adjustments and conditions including
        a break fee of US$8.295 million payable to FPL Group
        Inc. (FPL).  All U.S. regulatory approvals have now been
        received and the Group expects to complete the disposal
        shortly and, in any event no later than March 31, 2004.

    (ii) The Company achieved formal agreements on the terms of
        the proposed restructuring (the Proposed Restructuring)
        and the continuation of standstill arrangements with
        certain creditors and the U.K. Government.  The
        creditors who have signed up to the Creditor
        Restructuring Agreement have agreed, subject to a large
        number of important conditions, to exchange their
        existing claims for the issue of new bonds and bond
        equivalent payments under new arrangements for
        Eggborough and at least 97.5% of the new ordinary shares
        of the new parent company of the British Energy Group.

   (iii) Under the Proposed Restructuring, it is proposed that
        existing shareholders will receive 2.5% of the equity of
        the new parent company of the British Energy Group plus
        warrants to subscribe for 5% of the new equity, subject
        to the proposed scheme of arrangement with shareholders
        being approved and implemented as part of the Proposed
        Restructuring.

    (iv) The U.K. Government granted a temporary increase in its
        credit facility to the Company (the Credit Facility) to
        GBP275 million from the previous level of GBP200 million
        due to pressures on the Company's liquidity resulting
        from the combined effects of the increasing levels of
        collateral brought about by the increased volatility
        in electricity prices and the recent outages at Sizewell
        B and Heysham 1.  The additional GBP75 million will
        mature by the earlier of receipt by British Energy of
        the AmerGen disposal proceeds or February 22, 2004.


Key financials are shown:

               6 Months Ended     6 Months Ended      Year Ended
               Sept. 30, 2003    Sept. 30, 2002   March 31, 2003
                  GBP million     GBP million        GBP million
Turnover                677            909                1,903
Operating Loss          (33)          (157)              (3,802)
Loss Before Tax         (71)          (337)              (4,292)
Net Operating Cashflow  (26)           (71)                  54
Net Debt               (621)          (966)                (550)
Total Unit Costs (including revalorization)
                       1.92p/KWh      2.35p/kWh        2.16p/kWh


The Proposed Restructuring, if implemented, will result in
significant changes to British Energy's financial position,
including significant changes to the Company's liabilities and
costs.  The financial information contained in this document does
not take into account those significant changes, which will not
take effect unless and until the Proposed Restructuring is
implemented.

Further details regarding the Company's business and financial
performance are set out in the Management's Discussion and
Analysis (MD&A) and Financial Statements, which appear later in
this document.  In addition the circular sent to shareholders on
5 December 2003 regarding the proposed disposal of the Company's
50% interest in AmerGen includes detailed information regarding
the Company and the Proposed Restructuring.

Restructuring

On October 1, 2003 British Energy entered into a formal agreement
(the Creditor Restructuring Agreement) with Teesside Power
Limited, Total Gas & Power Limited, Enron Capital & Trade Europe
Finance LLC, The Royal Bank of Scotland plc (RBS), BNFL and the
ad hoc committee of British Energy's bondholders in relation to
the continuation of the standstill and ultimate recognition and
compromise of their claims and an agreement with the U.K.
Government and others in relation to the restructuring of the
Group's nuclear liabilities.  By October 31, 2003 bondholders
representing with RBS 88.8% of the combined amount owing to
bondholders and RBS, together with all the lenders and swap
providers in the Eggborough bank syndicate had signed up to the
Creditor Restructuring Agreement.

The creditors who have signed up to the Creditor Restructuring
Agreement have agreed, subject to a large number of important
conditions, to exchange their claims for new bonds and bond
equivalent payments under new arrangements for Eggborough and at
least 97.5% of the new ordinary shares in the restructured group
excluding the impact of any warrants issued.  In the case of the
bondholders and RBS the exchange will be made pursuant to a
scheme of arrangement with them (the Creditors' Scheme) which
will require approval at meetings of the bondholders and RBS and
the sanction of the court.  RBS and the bondholders who have
signed up the Creditor Restructuring Agreement have agreed to
vote in favour of the Creditors' Scheme.

As part of the Proposed Restructuring, British Energy will seek
to restructure shareholders' interests either:

     (i) By a scheme of arrangement with shareholders (the
        Members' Scheme) requiring shareholder approval and the
        sanction of the court; or
    (ii) If the shareholders do not vote in favour of the
        Members' Scheme (or if it otherwise lapses) by the
        disposal by the Company of all of its subsidiaries and
        other assets with shareholder approval (the Disposal
        Route).

However, if the shareholders do not vote in favor of the Members'
Scheme and shareholder approval in respect of the Disposal Route
is not obtained, all of the Company's shares will be de-listed
(if not already de-listed to give effect to the AmerGen disposal)
in order for the Proposed Restructuring to be completed without
the requirement for a shareholder vote.

If the proposed Members' Scheme is implemented, shareholders will
receive new shares representing 2.5% of the issued share capital
of the new parent company of the Group immediately following
implementation of the Proposed Restructuring.

In addition, existing shareholders will also receive warrants
entitling them to subscribe for new shares equal to 5% of the
fully diluted share capital of the new parent company of the
Group immediately following completion of the Proposed
Restructuring, exercisable 5 years from the completion of the
restructuring.  The subscription price for the warrants is
GBP28.95 million in aggregate equivalent to an equity market
capitalization of the Group of GBP550 million following
implementation of the Proposed Restructuring. In the event that
the Members' Scheme is not implemented, but the Disposal Route is
approved, shareholders would not receive any new shares but would
receive the same warrants entitling them to subscribe for new
shares equal to 5% of the equity.  In the event that shareholders
did not vote in favor of either the Members' Scheme or the
Disposal Route, they would receive nothing.

In the circular (the AmerGen Circular) sent to shareholders on
December 5, 2003 concerning the proposed disposal of British
Energy's interest in AmerGen (the Disposal) the Board gave notice
that in view of the importance of the Disposal in the context of
the Proposed Restructuring, if shareholders did not vote in favor
of the Disposal then in order to try and secure the financial
stability of the Company, the Board had decided that it would de-
list the Company's shares from the Official List of the UKLA and
cease trading on the London Stock Exchange in order to proceed
with the Disposal without the approval of shareholders (which
upon de-listing will cease to be required).

This decision was taken reluctantly by the Board and reflects
their belief that the Disposal is a critical part of a successful
restructuring of the Group.

Going Concern

The AmerGen Circular included a statement on and a description of
working capital of which the extract is this:

"The Board is of the opinion that the working capital available
to the Resultant Group is not sufficient for the present
requirements of the Resultant Group, that is, for at least the
next twelve months from the date of this document.


The Company is taking steps, with a view to improving this
situation.  The Board has agreed with the Secretary of State a
temporary increase in the Government Facility.  The Company
expects to receive the proceeds from the Disposal before March
31, 2004, which will significantly increase the Group's financial
flexibility.  Over the longer term, the Board is exploring
initiatives to reduce the demand for trading collateral and to
achieve sufficient liquid resources to implement the Proposed
Restructuring."

(Within the AmerGen Circular, 'The Resultant Group' was defined
as British Energy and its subsidiary undertakings after closing;
the 'Government Facility' was defined as the Credit Facility; and
'the Disposal' was defined as the proposed disposal by British
Energy of its interest in AmerGen to Exelon).

This statement was prepared for the purposes of the Listing Rules
of the U.K. Listing Authority.  The standards, which govern the
preparation of financial statements are different and require the
Board to consider the going concern requirements for the
foreseeable future, a period greater than 12 months.

Notwithstanding this statement, the Board has decided to publish
these Interim Results on a going concern basis because the
Company is seeking to implement the Proposed Restructuring.
Further details are set out in Note 1 - Basis of Preparation - in
the Notes to the Financial Statements.

Whilst we have made significant progress in taking forward the
Proposed Restructuring, it remains subject to a large number of
significant uncertainties and important conditions, including
receipt by the Secretary of State of Trade and Industry
(Secretary of State) of a satisfactory notification from the
European Commission that in so far as the proposals involve the
grant of State Aid by the U.K. Government, such aid is compatible
with the common market.  The Secretary of State expects to
receive the European Commission's decision by mid
2004.  Furthermore, the Secretary of State is entitled not to
proceed with the Proposed Restructuring if, in her opinion, the
Group will not be viable in all reasonably foreseeable conditions
without access to additional financing (beyond that which is
committed and will continue to be available when required) and in
the meantime may require prepayment of the Credit Facility if she
concludes that the Proposed Restructuring cannot be completed in
the manner or timescale envisaged.

If the Disposal is not completed, or if there is a material
downwards adjustment to the consideration for the Disposal, or if
the conditions to the Proposed Restructuring are not fulfilled,
or if the Company's cash generating initiatives are not achieved,
in each case within the timescales envisaged or required, or if
there is a material deterioration in the Group's cashflow
performance or outlook or if the Credit Facility ceases to be
available or if the standstill or restructuring arrangements
which the Group has entered into with certain creditors are
terminated, British Energy may be unable to meet its financial
obligations as they fall due and consequently the Group may have
to take appropriate insolvency proceedings, in which case the
distributions to unsecured creditors may represent only a small
fraction of their unsecured liabilities and there is unlikely to
be any return to shareholders.

New York Stock Exchange (NYSE)

On August 28, 2003, the Company was notified by the NYSE that
British Energy did not at that time comply with the NYSE's
continued listing standard relating to minimum market
capitalisation and shareholders' equity.  The Company is
currently in discussions with the NYSE with regard to its ability
to meet the continued listing standard.  The Company currently
does not, and may not in the future, comply with the minimum
listing standard of the NYSE, and may, therefore, lose its
listing on the NYSE.

Bruce Disposal

The disposal of British Energy's 82.4% interest in Bruce Power
was completed on February 14, 2003 to a consortium of three
parties for a consideration of C$677 million subject to various
adjustments.  Under the master purchase agreement, a further
C$100 million was payable to British Energy contingent upon the
restart of two of the four Bruce A units.  C$50 million would
have been released had the first unit restarted by June 15, 2003
and an additional C$50 million would have been released to
British Energy had the second unit restarted by August 1, 2003.
C$5 million is deducted from the C$50 million payable in respect
of each unit for its failure to restart by the scheduled restart
date and a further C$5 million is deducted on the first day of
each successive calendar month that each reactor fails to re-
start.

Bruce A Unit 4 was restarted in October 2003 and Unit 3 has now
received regulatory clearance to restart.  In view of the delays
incurred the amounts recoverable in respect of the restarts will
be significantly lower than the maximum of C$100 million but the
amounts and the timing of the payments still have to be
confirmed.

A further withholding of C$20 million in respect of potential
adjustments for pension deficits was paid to British Energy in
full on April 28, 2003.

The proceeds received in respect of the disposal of Bruce Power
have been used to repay or collateralize amounts drawn under the
Credit Facility and to fund working capital requirements.

Dividend Policy

The Board intends to distribute to shareholders as much of the
Company's available cash flow as prudently possible, consistent
with the long-term development of the business.  However, under
the terms of the Proposed Restructuring, there are certain
restrictions on the Board's ability to pay dividends, as:

(a) British Energy is required to fund a cash reserve out of the
Company's post-debt service cash flow in order to support British
Energy's collateral and liquidity requirements post-
restructuring.  The initial target amount for the cash reserve is
GBP490m plus the amount by which cash employed as collateral
exceeds GBP200 million(the Target Amount).  It is expected that,
when the Proposed Restructuring is completed, the level of the
cash reserves will be below the Target Amount and therefore there
will be no distributions to shareholders until such time as the
cash reserve is at the required level.  As a result of the
requirement to fund the cash reserves, the Board does not expect
to pay a dividend in respect of the financial year ending March
31, 2005.

(b) The terms of the Nuclear Liabilities Agreements also require
that once the cash reserve is funded to the level to the Target
Amount, British Energy must make Cash Sweep Payments to the
Nuclear Liabilities Fund (NLF).  The NLF Cash Sweep Payment is
initially defined as 65% of the movement in cash, cash
equivalents and other liquid assets during the year after
adjusting for, among other things, certain payments made to the
NLF or dividends paid in the year.

The requirement to make the NLF Cash Sweep Payment will greatly
reduce the amount of cash that would otherwise be available for
distribution to shareholders.

(c) The terms of the New Bonds contain certain covenants,
including a restriction that allows British Energy to pay a
dividend only if no event of default has occurred.

Board Changes & Staff

Earlier this year, I referred to the appointment of new
Independent Directors.

Following the appointment of William Coley and Pascal Colombani
to the Board on 1 June, Sir Robert Walmsley was appointed as an
Independent Director on August 1, 2003.  Sir Robert was
previously a nuclear expert in the Ministry of Defense in the
U.K.  This combined experience of these three appointments
reinforces the Board's nuclear credentials as we focus on the
performance and reliability of the U.K. nuclear fleet.

Under the terms of our Proposed Restructuring, we will be looking
to appoint two further Independent Directors from candidates
proposed by the Bondholders, subject to review and nomination to
the Board by the Nominations Committee.

The Board has decided to undertake an evaluation of its
performance and functioning, as recommended in the Higgs review,
which will consider advice from stakeholders.

On December 8 Keith Lough, our Finance Director, resigned from
the Board of British Energy but stays with us for the time being
to undertake specialprojects.  Keith joined British Energy as
Finance Director in September 2001 and has played a critical role
in taking forward the Proposed Restructuring and I would like to
thank Keith for the tremendous work he has done in seeking to
secure British Energy's restructuring.   On December 8, 2003, the
Company appointed Martin Gatto to the Board as Interim Finance
Director.  Martin was previously with Midlands Electricity and
Somerfield plc.  The Board has arranged for there to be
sufficient overlap in the transition period to ensure that the
responsibilities of the Finance Director are fulfilled at all
times.

In these trying and difficult times, I would like to thank all
our staff and to congratulate them on continuing to conduct
themselves in a highly professional manner.

ADRIAN MONTAGUE

CHIEF EXECUTIVE'S REVIEW OF OPERATING PERFORMANCE

The Company continues to make significant progress towards
achieving the Proposed Restructuring, which, if it is fully
approved, offers us an opportunity to demonstrate that we can
deliver improved performance.  The challenge for us is to deliver
enhanced and reliable output from our stations thereby enabling
us to build up our cash reserves and restore our profitability.
In this respect, I am pleased to report an improvement in our
overall operational performance as well as a good start for our
programs to tackle the root causes of under-performance.
However, the current unplanned outage at Heysham 1 and the
extended statutory outage at Sizewell B represent a clear
indication of the scale of the challenges facing us.

The key figures in the results were the loss before tax of GBP71
million compared with a loss of GBP337 million a year ago.  There
were exceptional credits amounting to GBP19 million in the period
and details of these are covered elsewhere in the report.

The reduction in the Group's loss before tax reflected an
increase in U.K. output of 3.8 TWh and a net reduction of GBP40
million in U.K. operating costs, with lower depreciation (as a
result of the substantial write downs of generation assets last
year) more than off setting increases in other operating costs.
The Group's results include a contribution from our 50% share in
AmerGen but there was no contribution from Bruce Power following
the sale of our interest in February 2003.

U.K. Nuclear Generation

Total U.K. nuclear output increased to 33.3 TWh in the period
compared with output of 30.3 TWh a year ago.  There were strong
performances from the Sizewell B and Heysham 2 power stations.
During the period British Energy completed four statutory
maintenance outages, being the majority of such work in this
financial year.  Output in the first half of the previous year
was adversely affected by unplanned outages at Torness.

Since September 30, 2003, the Company's output has been adversely
affected by the extended statutory maintenance outage at Sizewell
B and the on-going unplanned outage at Heysham 1.

This is covered in more detail in Current Trading and Outlook,
later in this Statement.

U.K. nuclear costs per unit excluding revalorization fell 17% to
1.53p/kWh as compared with 1.85p/kWh in the same period last
year.  The operating unit costs for the reporting period are
calculated by taking the total operating costs before exceptional
items, which were GBP686 million and subtracting GBP177 million
applicable to non-nuclear activities.  The resulting figure of
GBP509m was then divided by nuclear output of 33.3 TWh.

The principal reasons for the reduction in nuclear unit costs
relate to the higher output and the lower depreciation charge.
Fuel costs were GBP8 million higher primarily as a result of the
increased output, offset by a price reduction.

When the revised BNFL arrangements, which underpin our cost
improvement strategy are fully implemented, nuclear front-end and
back-end fuel costs will be significantly reduced.  In addition
these contracts simplify our AGR fuel procurement activities.

At the time of the Preliminary Results in June 2003, we announced
that we had launched a number of programs to tackle the root
causes of under-performance.

Shortly afterwards we engaged an external team to assist us to
scope the problem and make recommendations on what needed to be
done.   We have received their initial suggestions and are
reviewing these with them. These programs underline the
importance that the Company is placing on achieving greater
reliability whilst consistently meeting its targets for cost
efficient operations and striving to achieve high operational
standards.

The programs are unlikely to have a material effect on the
expected level of capital and revenue expenditure i in the
current financial year or the financial year ending March 31,
2005.  For the period thereafter, we are undertaking further
analysis of the impact of the programs, focusing on costs and
benefits, in order to determine how far the levels of investment
in the nuclear fleet will require to be greater than expected in
the business plan and in the Company's announcement of October 1,
2003.   The Board believes that it is likely to increase the
level of investment that will be required compared to previous
expectations but these should deliver greater plant reliability.
The Company will give a further up-date on the progress of these
programs at the time of our next Preliminary Results.

U.K. Power & Energy Trading

Trading conditions were volatile through the period.  Forward
base load prices for the period from October 2002 to September
2003 have varied significantly, ranging from 1.7p/kWh to over
2.1p/kWh.

The revised front-end and back-end fuel contracts that have been
agreed with BNFL provide an important partial hedge against
market price movement on approximately 50% of the Company's total
nuclear output.  Further risk mitigation has been (and will
continue to be) delivered through the Group's trading strategy.
The Board believes that short-term and medium-term risk reduction
will continue to be achieved through a trading mix that includes
medium-term direct sales to industrial and commercial customers
as well as contracting in the wholesale electricity markets.

Overall our U.K. achieved selling price for the period was
1.58p/kWh versus 1.73p/ kWh in the comparable period in 2002.
This decline reflects intense competition in generation, which
resulted in lower market prices.  These lower prices for both
wholesale and directly supplied power prevailed through the
latter half of 2002 and the first half of 2003, when the bulk of
the Company's generation for delivery in the period was sold.

The achieved price compared with total U.K. generation costs of
1.92p/kWh (including nuclear, Eggborough and corporate overheads
plus revalorization) which was 18% lower than the same period
last year.  We managed our risk exposure by continuing to use
diverse channels to market and making best use of the flexibility
of our Eggborough 2000MW coal fired plant.  The average achieved
selling price was calculated by taking the total sales which were
GBP560 million, excluding energy supply costs of GBP103 million
and miscellaneous income of GBP14 million and dividing this by
total output of 35.5 TWh.

Eggborough generated 2.2 TWh in the period.  Apart from providing
a backup in the event of nuclear unplanned outages, Eggborough
also provides shape to our nuclear base load output thereby
enabling us to better meet our customers' needs.  It is also used
to meet short-term requirements in the balancing market.

In September 2002, in view of the Group's financial position, the
Board decided to revise the Group's wholesale contracting policy.
Following this, the decision was taken to fix a greater
proportion of the Group's income to minimize risks and reduce the
Group's exposure to volatility in the wholesale price of
electricity.  As a result, the Group is fully-contracted for the
current financial year with limited price exposure for the rest
of the year and a current forecast for average achieved price of
1.74p/KWh.  For future years, the Group has less forward cover.
For Summer 2004 and Winter 2004/2005, the Group has in total
contracted to sell approximately 96% of its planned output and
has fixed price sales contracts in respect of approximately 55%
of its output. The fixed price contracts for next year are at an
average price of 1.81p/kWh.  When taken together with the hedge
provided by the revised BNFL contracts, the exposure of the Group
to the market price for electricity in the financial year ending
March 2005 is only 4% of its total output or approximately 3TWh.

We extended our Direct Sales Business to an annual volume of 29
TWh.  It now has over 1200 customers and serves over 6500 sites.
This represents an increase of 30% in volume, 40% in customers
and 30% in sites on an annualized basis.  The Direct Supply
Business continues to be highly rated for its customer service,
having won its 18th consecutive quarterly customer service award.

A revised date of April 2005 has been announced by Ofgem, the
industry regulator, for the implementation of the British
Electricity Transmission and Trading Arrangements (BETTA), an
enlarged market covering England, Wales and Scotland, subject to
legislation which was announced in the Queen's Speech to
Parliament on November 26, 2003.

The Nuclear Energy Agreement (NEA) under which all of British
Energy's electricity generated from its two Scottish stations is
sold will terminate on the earlier of the introduction of BETTA
or April 1, 2006, subject to European Commission approval.

U.K. Operating Costs

Total materials and services costs for the whole business which
comprise the operating expenses of all our power stations and
support functions excluding fuel costs, staff costs and
depreciation increased by GBP28 million when compared to the
prior period.  The increase included a reduction of GBP111m in
depreciation charges due to the fixed asset write-down in 2002/03
and a reduction of GBP16 million related to exceptional items and
an increase of GBP47 million due to the expensing of capital
investment expenditure.  Capital investment expenditure has been
expensed to the profit and loss account in the reporting period,
following the fixed asset write down carried out at March 31,
2003.  Staff costs have increased in line with salary inflation.

North America

The operating profit for our 50% interest in AmerGen was GBP43
million in the period, compared with GBP45 million in the same
period in 2002/03.  AmerGen achieved total output of 10.6 TWh in
the period representing an average load factor of 98%.

In September 2003, British Energy announced the proposed sale of
its interest in AmerGen to the FPL Group Inc (FPL) subject to
Exelon's first right of refusal.

Exelon subsequently exercised this right and has agreed, subject
to various conditions, to acquire our 50% interest in AmerGen for
US$277 million subject to various adjustments including a break
fee payable to FPL for US$8.295 million.  All U.S. regulatory
approvals relating to this sale have now been received.

There was no operating contribution from Bruce Power in the
period following the sale of our interest in February 2003.

Current Trading & Outlook

For the period from April 1, 2003 to November 30, 2003, the total
output of the Group (excluding AmerGen) amounted to 46.7 TWh, of
which 42.8 TWh was derived from its nuclear fleet and 3.9 TWh
from the Eggborough coal-fired station.

However, British Energy's trading strategy has limited the
benefit from price rises in the current year.

As announced on and October 23, and 29 2003, during a routine
maintenance outage at Sizewell B, the Company discovered certain
anomalies in 2 welds that required further investigation.  This
investigation was completed and Sizewell B returned to service on
November 15, 2003.

On December 16 the Company announced that having now reviewed the
results of the inspections of the sea water cooling pipework at
Heysham 1, it has decided that it is necessary to extend the
current outage in order to replace further pipework.  In light of
this, the Company has revised its annual U.K. nuclear output
forecast for the year ending 31 March 2004 downwards from 67TWh
to around 65.5TWh on the assumption that Heysham 1 returns to
service in the first half of February 2004.

Based on the above assumption it is estimated that the lost
output arising from the continuing outage at Heysham 1, together
with the recent extended statutory outage at Sizewell B, will be
approximately 3.2 TWh with an aggregate gross cash cost of
approximately GBP95 million.  This compares with the previously
announced estimates of 1.7 TWh and GBP50 million respectively.

The Board believes that operating profit in the U.K. for the full
year will be consistent with its expectations, notwithstanding
the impact of developments relating to the Sizewell B and Heysham
1 outages discussed above and the impact of the increased level
of prices in the U.K. generation market.  However, as a result of
the non-cash impact of revised revalorization assumptions, profit
before tax for the full year is likely to come in below the
Board's previous expectations.

Based on the performance in the year to date in controlling
operating costs and in achieving fuel efficiencies, the Company
remains confident that it will achieve the margin improvements of
GBP25 million over its business plan in the current financial
year.  The improvement is reflected in the lower total costs of
1.92p/kWh in the period, compared with 2.35p/kWh in the
corresponding period in 2002 and 2.17p/kWh in the year ended
March 31, 2003.

In the light of increased pressure on the Group's liquid
resources and as a result of a combination of the recent
unplanned outages and the increased levels of collateral and
costs of such outages brought about by the increased volatility
of electricity prices, the Company has taken steps with a view to
improving the working capital position of the Group.  The Board
has agreed with the Secretary of State a temporary increase in
the Credit Facility from GBP200 million to GBP275 million.  The
additional GBP75 million will mature by the earlier of the
receipt by British Energy of the proceeds of the AmerGen Disposal
or 22 February 2004.  The Company expects to receive the proceeds
from the disposal of AmerGen shortly and, in any event, no later
than March 31, 2004 which will significantly increase the Group's
financial flexibility.  Over the longer term, the Board is
exploring initiatives to reduce the demand for trading collateral
and to achieve sufficient liquid resources to implement the
Proposed Restructuring.

As at December 12, 2003, excluding amounts reserved for interest
payments, British Energy had cash, including amounts placed as
collateral, of GBP379 million.  Of this, GBP359 million was
deposited as collateral in support of the Group's trading and
operational requirements.  As at December 12, 2003, the Group had
drawings of GBP94 million under the Credit Facility, leaving
availability under such facility of GBP106 million (not taking
into account the temporary increase of GBP75 million described
above).

Future Reporting Requirements

In the lead up to restructuring becoming effective, British
Energy is moving to quarterly reporting of results as required
under the terms of the restructuring agreements.  By the June
2004 quarter, the published results will include full U.S. GAAP
financial statements and disclosures as if the Company were a US
domestic registrant.

MIKE ALEXANDER

To see financial statement:
http://bankrupt.com/misc/BritishEnergy_H1.htm

CONTACT:  BRITISH ENERGY
          Investor Relations
          Paul Heward
          Andrew Dowler
          Phone: 01355 262201
          Phone: 0207 831 3113


DRAX HOLDINGS: Notes Set for Downgrade on Forced Restructuring
--------------------------------------------------------------
Fitch Ratings, the international rating agency, said it expects
to downgrade Drax Holdings Ltd.'s senior bonds to 'DD' and to
withdraw that rating and the 'DD' rating on Inpower Ltd.'s senior
bank debt on December 22 when the restructuring recently approved
by Drax's senior creditors is expected to become effective,
following approval by the relevant courts.

All these debt issues relate to the 3.96 GW coal-fired power
station located near Selby in the U.K., which produces around 8%
of the annual power produced in England and Wales.  Fitch notes
that the Drax Holdings bonds have not been downgraded to 'DD'
previously, as there has been no payment default on this bond to
date.  Nevertheless, under the Fitch methodology, a forced
restructuring qualifies as a default when it becomes effective.

Fitch notes that the cash out option offered by International
Power has not been taken up by the banks, which overwhelmingly
preferred to retain their equity interest in the plant.  Fitch
also notes that, after restructuring, Drax will retain the same
amount of debt, as the scheme did not involve any debt
forgiveness.  Nevertheless, only GBP400 million (the A1 debt) of
the GBP1.3 billion of the debt to be issued by the new borrowing
vehicle Inpower2 will have a fixed amortization profile, with the
remaining tranches of debt being repaid through cash sweep (see
Fitch credit update dated August 7, 2003 for details of the debt
restructuring).

The A-1 debtholders will also benefit from a 12-month debt
service reserve account.  After conversion, if the cash available
for debt service is insufficient to cover all interest due, the
creditors of all debt tranches below A1 would see the interest
deferred (but not capitalized).  For this reason, Fitch believes
that the terms of the debt restructuring involve a degree of
economic loss for existing lenders.  Nevertheless, Fitch notes
that interest will be paid on the new debt for the whole period
starting 1st July 2003, and that under the business plan filed by
the company in November Drax expects to be able to repay all
tranches of debt by 2012 under it "Market Case" assumptions (2016
under the illustrative sensitivity assumptions).


HHG PLC: Confirms Timetable to Listing after Demerger
-----------------------------------------------------
Following receipt of approval for its demerger from AMP Limited
on Friday December 12, 2003, HHG PLC confirmed the timetable for
its Global Offer and listing on the London Stock Exchange and
Australian Stock Exchange.

Expected timetable of principal events

HHG institutional bookbuild opened    Monday December 15

HHG institutional bookbuild closed   Friday December 19 (GMT)

HHG announces result of the Global Offer   Friday December 19
                                           (pm GMT)

CHESS Depositary Interests (CDIs)          Tuesday December 23
representing Demerger Shares commence      (12 p.m. AEDST)
trading on ASX on a deferred settlement basis

Demerger Shares and Global Offer Shares   Tuesday December 23
commence trading on LSE on a T+3 basis/ (8.00 a.m. GMT/7.00 p.m.
AEDST) Global Offer becomes unconditional

CDIs representing Global Offer Shares   Wednesday December 24
commence trading on ASX on a deferred   (12 p.m. AEDST)
settlement basis

References in this timetable to 'AEDST' mean Australian Eastern
Daylight Savings Time and references to 'GMT' mean Greenwich Mean
Time.

As the Global Offer is conditional on admission to the London
Stock Exchange, the commencement of trading of CDIs representing
Demerger Shares and CDIs representing Global Offer Shares on the
ASX has been split.

Trading in CDIs representing Demerger Shares on the Australian
Stock Exchange during Tuesday December 23 (AEST) will therefore
occur prior to the Global Offer becoming unconditional.  However,
it is expected that institutions will have been advised of their
allocations under the Global Offer and that the U.K. Listing
Authority (UKLA) Hearing necessary for admission of all the
Shares to the official list of the UKLA and to trading on London
Stock Exchange will have been held prior to the start of trading
on the Australian Stock Exchange on December 23, 2003.

HHG also confirmed that it expects to provide a Share Sale
Facility to eligible shareholders with up to 1000 Shares or CDIs.
The facility will be open from January to June 2004 and will
allow eligible shareholders who wish to sell all their HHG
holding to do so at no charge.  Full details of the Facility will
be mailed to eligible shareholders with their information pack in
January 2004.

CONTACT:  HHG PLC
          Investor Enquiries
          Gail Williamson
          Phone: + 44 207 818 5168


INVENSYS PLC: Sells Metering Business to Jordan Unit for US$650M
----------------------------------------------------------------
Invensys plc announces that it has completed the sale of its
Metering business to a subsidiary of The Jordan Company LLC, for
a gross cash consideration of US$650 million (GBP388 million1).
The proceeds from the sale, which was approved by shareholders at
an Extraordinary General Meeting last week, are expected to be
used by Invensys towards satisfying the Group's liabilities,
including debt.

Chief Executive of Invensys, Rick Haythornthwaite, said:

"We are very pleased to have completed the first of our large
disposals for a gross cash consideration of US$650 million."

                     *****

Invensys, the troubled automation and controls group has put two
thirds of its business up for sale to plug a GBP900 million-
pension deficit and take care of GBP1.6 billion in debts due to
be refinanced in 2005.

CONTACT:  BRUNSWICK
          Nick Claydon/Sophie Fitton/Ben Brewerton
          Phone: +44 (0) 20 7404 5959


KWELM COMPANIES: Creditors Meeting Scheduled for January 29
-----------------------------------------------------------
In The High Court Ofjustice England And Wales, Chancery Division,
Companies Court

CLAIM No, 6562 of 2003

In The Matter Of

Kingscroft Insurance Company Limited (formerly Kraft insurance
Company Limited, Dart and Kraft Insurance Company Limited and
Dart Insurance Company Limited)
Walbrook Insurance Company Limited
El Paso Insurance Company Limited
Lime Street Insurance Company Limited (formerly Louisville
Insurance Company Limited)
Mutual Reinsurance Company Limited

and in the matter of the companies act 1985

In The Supreme Court Of Bermuda
CASE No. 417 of 20(13
In The Matter Of
Mutual Reinsurance Company Limited
and in the matter of the companies act 1981 of Bermuda

(all the above companies being subject to a scheme of
arrangement, which became effective on December 15, 1993, with
their respective Scheme Creditors pursuant to Section 425 of the
Companies Act 1985 of Great Britain and, in addition, in respect
of Mutual Reinsurance Company Limited only, Section 99 of the
Company Act 1981 of Bermuda)

NOTICE IS HEREBY GIVEN that, by an Order dated November 28, 2003
made in the High Court of Justice of England and Wales in the
matter of Kingscroft Insurance Company Limited, Walbrook
Insurance Company Limited, El Paso Insurance Company Limited,
Lime Street Insurance Company Limited and Mutual Reinsurance
Company Limited and in the matter of the Companies Act 1985 of
Great Britain, and by an Order dated December 2, 2003 made in the
Supreme Court of Bermuda in the matter of Mutual Reinsurance
Company Limited and in the matter of the Companies Act 1981 of
Bermuda, separate meetings were ordered to be summoned of the
Scheme Creditors (as defined in the Amending Scheme hereinafter
mentioned) of each of the KWELM Companies for the purpose of
considering and, if thought appropriate, approving (with or
without modification) an Amending Scheme of Arrangement proposed
to be made between the KWELM Companies and their respective
Scheme Creditors (hereinafter mentioned) pursuant to section 425
of the Companies Act 1985 of Great Britain and, in addition, in
relation to Mutual Re only, section 99 of the Companies Act 1981
of Bermuda.  The purpose of the Amending Scheme is to amend
certain provisions of a Scheme of Arrangement dated September 8,
1993 which took effect from December 15, 1993 between the KWELM
Companies and their respective Scheme Creditors.

The Scheme Creditors referred to herein are:

(a) Protected Scheme Creditors (being Scheme Creditors whose
claims are eligible for protection under the applicable
provisions of the Policyholders Protection Act 1975 by the
Financial Services Compensation Scheme Limited); and

(b) General Scheme Creditors (being any other Scheme Creditors).

Such Meetings will be held at The Chartered Insurance Institute,
20 Aldermanbury, London, EC2V 7HY, United Kingdom on January 29,
2004 at the times mentioned below, namely;

(a) the chairman of the Meetings will address Scheme Creditors
generally on the Amending Scheme and on issues relevant to voting
at the commencement of the first Meeting at 2.00 P.m.

(b) in the cave of General Scheme Creditors:

     (i) the Meeting of Kingscroft Insurance Company Limited at
        2.00 p.m.;

    (ii) the Meeting of Walbrook Insurance Company Limited at
        2.05 p.m. (or as soon thereafter as the preceding
        Meeting shall have concluded or adjourned);

   (iii) the Meeting of El Paso Insurance Company Limited at
        2.10 P.M. (or as soon thereafter as the preceding
        Meeting shall have concluded or adjourned ;

    (iv) the Meeting of Lime Street insurance Company Limited at
        2.15 p.m. (or as soon thereafter as the preceding
        Meeting shall have concluded or adjourned);

     (v) the Meeting of Mutual Reinsurance Company Limited at
        2.20 p.m. (or as soon thereafter as the preceding
        Meeting shall have concluded or adjourned); and

(c) in the case of the Protected Scheme Creditors:

     (i) the Meeting of Kingscroft Insurance Company Limited at
        2.25 p.m. (or as soon thereafter as the preceding
        Meeting shall have concluded or adjourned);

    (ii) the Meeting of Walbrook Insurance Company Limited at
        2.30 p.m. (or as soon thereafter as the preceding
        Meeting shall have concluded or adjourned);

   (iii) the Meeting of El Paso Insurance Company Limited at
        2.35 p.m. (or as soon thereafter as the preceding
        Meeting shall have concluded or adjourned;

    (iv) the Meeting of Lime Street Insurance Company Limited at
        2.40 p.m. (or as soon thereafter as the preceding
        meeting shall have concluded or adjourned); and


     (v) the Meeting of Mutual Reinsurance Company Limited at
        2.45 p.m. (or as soon thereafter as the preceding
        Meeting shall have concluded or adjourned);

A copy of the said Amending Scheme, a copy of the Explanatory
Statement, prepared in connection with the Amending Scheme under
section 426 of the Companies Act and, in addition, in relation to
Mutual Re, section 100 of the Bermudian Companies Act and the
Form of Proxy (including Claims Table) for use at the Meetings
can be downloaded from http://www.kwelm.com. Alternatively,
copies of those documents can be obtained from the Creditor Help
Desk by telephone on +44 (0) 20 7645 4991, fax +44 (0) 870 600
7588 or email creditor.helpdes@kwelm.com or by post from the
Scheme Administrators:

CJ HUGHES and IDB BOND Scheme Administrators of the KWELM
Companies

John Stow House, 18 Bevis Marks, London, EC3A 7JB, United Kingdom

Scheme Creditors may attend and vote in person (or, if a
corporation, by a duly authorized representative) at such of the
Meetings as they are entitled to attend.  Alternatively, they may
appoint another person, whether a Scheme Creditor or not, as
their proxy to attend and vote in their place.

In any event whether or not Scheme creditors are intending to be
present at any Meeting in person, they are requested to complete
the Form of Proxy in accordance with the instructions contained
therein and with pages 4, 5, 21, 22, 46, 47 and 81 to 85 of the
Scheme Document and return it to the Scheme Administrators of the
KWELM Companies at the address indicated above by 6.00 p.m.
(Greenwich Mean Time) on 28 January 2004.  If not so returned,
Forms of Proxy will be accepted by at any time prior to the
commencement of the Meetings (and may be handed in no earlier
than 12.30 p.m. on the day of the Meetings and at the place fixed
for them).

The chairman of the Meetings will accept faxed Forms of Proxy
received before 6.00 p.m. (Greenwich Mean Time) on January 28,
2004 on +44 (0) 870 600 7587, if eligible, subject to receipt of
the original within 7 days of the Meetings.

Each Scheme Creditor or his proxy will be required to register
his attendance at such meetings as he is entitled to attend prior
to its commencement Registration will commence at 12.30 p.m. on
the day of the Meetings.

The Amending Scheme is proposed between the KWELM Companies and
their respective Scheme Creditors (being creditors in respect of
any claim arising out of a liability to which the KWELM Companies
were subject at September 8, 1993 (the date of the Original
Scheme) or to which they became subject thereafter, by reason of
an obligation incurred before that date) but excepting any claim
which would have been preferential in a liquidation of the KWELM
Companies or a claim in respect to the costs or expenses of the
Original Scheme or Amending Scheme which will be payable in full.

By the said Orders, the courts have appointed Christopher John
Hughes or, failing him, Ian Douglas Barker Bond or, failing him
Christopher Glenn Reynolds to act as chairman of the Meetings and
has directed the chairman to report the results thereof to the
respective courts.

The said Amending Scheme will be subject to the subsequent
sanction of the respective courts.

DATED December 5, 2003

Cadwalader, Wickersham & Taft LLP, 265 Strand, London WC2R 1BH,
United Kingdom

Appleby Spurting & Kempe, Canon's Court, 22 Victoria Street,
Hamilton HM 12, Bermuda

Solicitors to I D B Bond and C I Hughes, Scheme Administrators of
the Scheme Companies


ROYAL MAIL: Postage Prices to Rise Less Than Inflation
------------------------------------------------------
Royal Mail's domestic postage prices will rise on average by a
below-inflation 1.2% from April 1, 2004.

The price of a basic First Class stamp will remain unchanged at
28p.  Basic Second Class postage will rise 1p to 21p.

First Class prices for heavier letters will fall but there will
be increases for heavier Second Class mail.  Parcels sent by
Royal Mail will cost more, but there will be no change to
Parcelforce Worldwide's prices for express, time-guaranteed
parcels.  Most international prices will also rise from April 1.

The changes are in line with the formula announced last March by
the postal regulator, Postcomm, setting a three-year control for
Royal Mail's prices.

Under Postcomm's rules, Royal Mail prices overall must fit within
an RPI-1% formula in the 2004/2005 financial year, which begins
in April in the New Year.  The average 1.2% rise means that Royal
Mail's range of prices will again not have kept pace with the
Retail Prices Index, which was 2.5% in November, the most recent
headline figure.

Royal Mail's Chief Executive, Adam Crozier, said Royal Mail's
prices would firmly remain among the very lowest in the EU, where
the average price of a First Class letter costs 36p - 8p more
than the U.K.'s 28p basic First Class stamp price.

"The ability to send a letter via Royal Mail's one-price-goes-
anywhere service to the U.K.'s 27 million U.K. addresses remains
fantastic value-for-money," said Mr. Crozier.

"Even after the adjustments to our price have taken effect in
April, the basic First Class stamp will be 4.7% lower in real
terms compared to five years ago, while basic Second Class
postage will have fallen 6.3% in real terms over the same
period."

Mr. Crozier added that the 1p rise in basic Second Class postage
would help recoup some of the GBP257 million Royal Mail lost
providing this category of mail in the last financial year.

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


ROYAL MAIL: Faces GBP7.5 Million Penalty from Regulator
-------------------------------------------------------
Following consultation, Postcomm confirmed a financial penalty of
GBP7.5 million on Royal Mail for failings in its services to
customers.

The penalty relates to two of Royal Mail's services used by
business customers: First Class Post Paid Impression (PPI) and
First Class Response Services, where the company's performance
was around 6% below the agreed licensed targets for the year for
both products.

                     *****

Royal Mail's First Class PPI and First Class Response Services
were subject to an enforcement order for three months up to March
31, 2003.  The target for both services is delivery of 92.5% of
post the next day. For February and March 2003 (the period for
which the target was measured), First Class PPI recorded 86.3%
and First Class Response Services 86.8%.

Under its license, Royal Mail commits a breach if it fails to
meet a service quality target and can be shown not to have used
all reasonable endeavors to try to meet it.  That was Postcomm's
finding in relation to these two products.

Postcomm received representations from Royal Mail and Postwatch,
the consumer body, in response to the notice of proposed penalty
issued on September 30.  After considering these representations,
Postcomm's commissioners decided to impose the penalty without
change.

Since Postcomm gave notice of the penalty, a new compensation
scheme has been put in place, which will ensure that domestic and
business customers will be compensated directly if their mail is
delayed.  Details of the compensation scheme can be found on the
Postcomm website http://www.postcomm.gov.ukunder media
brief/press releases/October 7.

CONTACT:  POSTCOMM
          Chris Webb
          Phone: 020 7593 2114
          Mobile: 07779 635881
          E-mail: chris.webb@psc.gov.uk

          Joseph Bonner
          Phone: 020 7593 2116
          Mobile: 07773 329902
          E-mail: joseph.bonner@psc.gov.uk

          Jonathan Rooper
          Phone: 020 7766 1210
          Mobile: 07740 099868
          E-mail: jonathan.rooper@cardewchancery.com


ROYAL MAIL: Postcomm Welcomes Company's Arrangement with UK Mail
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Postcomm Chairman Graham Corbett welcomed the announcement that
Royal Mail and U.K. Mail are likely to reach a voluntary
agreement over the prices and conditions under which Royal Mail
will carry its rival's letters over "the final mile".

Mr. Corbett said:

"This is excellent news that should benefit both businesses and
consumers.  It opens the way to competitive innovation in service
delivery.  And it should enable Royal Mail to earn money by
delivering U.K. Mail's post, while U.K. Mail will benefit from
Royal Mail's extensive network, which reaches every household in
the U.K.

"Postcomm had always hoped that access agreements would be
negotiated by the parties involved rather than having to be
imposed by us, so it is good news to see the industry moving
decisively towards taking responsibility for its own commercial
arrangements.

"Achieving access through a voluntary commercial agreement will
avoid the delay and uncertainty that would have been the
inevitable consequence of Royal Mail's threatened legal
challenge.

"I expect competition in postal services to begin to gather pace
now that Royal Mail recognizes the commercial advantages of
agreeing access prices with operators for its final mile
delivery."

CONTACT:  POSTCOMM
          Chris Webb
          Phone: 020 7593 2114
          Mobile: 07779 635881
          E-mail: chris.webb@psc.gov.uk

          Joseph Bonner
          Phone: 020 7593 2116
          Mobile: 07773 329902
          E-mail: joseph.bonner@psc.gov.uk.

          Jonathan Rooper
          Phone: 020 7766 1210
          Mobile: 07740 099868
          E-mail: jonathan.rooper@cardewchancery.com


SCIPHER PLC: Breaches Banking Covenant; Loss Up 6% to GBP5.7 M
--------------------------------------------------------------
Interim Results

The technology development and licensing company, Scipher plc,
announces its Interim Results for the six months ended September
30, 2003.

First-Half Summary

Financial

(a) Total revenue down by 12% to GBP8.8 million, mainly impacted
by sales setback at Secure Identification

(b) Key New business revenues up by 1% to GBP7.8 million
representing 89% of total

(c) Total operating loss increased by 6% to GBP5.7 million (H1
2001/02: GBP5.4 million)

(d) Patent Licensing received payment of US$1.0 million for
services to Tulip Computers

International

(a) Banking facility being renegotiated following disposal of 3D
Sound business

Management actions on cash

(a) Placing and Open Offer raises GBP7.0 million net of expenses

(b) 3D Sound business sold, raises GBP3.4 million net of expenses
on December 3, 2003

(c) Continuing cost reductions

(d) Negotiations to transfer yet2.com and future funding
requirements to its management

(e) SpectraProbe and Purple Voice refinanced by partners

(f) MicroVue cash burden under review

Dr. Rudolph Burger, Chief Executive Officer, Scipher plc:

"The short time that I have been at Scipher has reinforced my
belief that the Company has created a number of businesses with
substantial commercial potential.

The sale of our 3D Sound business demonstrates the way Scipher
can extract financial benefit from its expertise in developing
and commercializing intellectual property.

The core Scipher businesses going forward (TSSI, CRL Opto and
QED) have competitive products, good patent protection, and
address large and growing markets.  It is now clear that Scipher
spread its investment cash across too many operations without
sufficient attention to their ability to achieve anticipated
returns.  In addition, its core businesses have frequently failed
to fulfill their financial plans.  Going forward, Scipher needs
to focus on its core businesses and ensure that they are well
managed and adequately capitalized.

With this in mind I am carrying out a review of all businesses
and technologies in Scipher's portfolio.  This has two
objectives.  First, to re-evaluate each operation's longer-term
potential and its appropriateness in its present form to
Scipher's future.

Secondly, to determine whether a change of business model might
advance both the level and pace of realizing shareholder returns.
The outcome of this review and the new initiatives it reveals
will be presented as early as possible in 2004.

Action is already in hand to address the major cash drains on the
business.  As announced, owing to the performance of the yet2.com
IP licensing website falling short of our expectations, we have
heads of agreement to allow its management to take majority
ownership and responsibility for its ongoing funding.
QED remains with Scipher as an international provider of patent
licensing and professional IP services."

To see full copy of interim results:
http://bankrupt.com/misc/Scipher_Interim.pdf

CONTACT:  FINANCIAL DYNAMICS
          James Melville-Ross
          Phone: 020 7831 3113
          Juliet Clarke
          Phone: 020 7831 3113

          SCIPHER PLC
          Dr. Ken Gray, Chairman
          Phone: 020 8848 6555
          Dr. Rudy Burger, CEO
          Phone: 020 8848 6555
          Michael Kendon
          Phone: 020 8848 6444


STODDARD INTL: Proposes to Dispose Greenfield Land for GBP7 Mil.
----------------------------------------------------------------
On December 11, 2003 the board announced the proposed disposal
for GBP7 million of a twenty-two acre site comprising the
majority of its Elderslie property.  This disposal is conditional
only on the approval of Stoddard shareholders, which will be
sought at an Extraordinary General Meeting, convened for December
29, 2003.  This disposal excluded an adjoining eight-acre site as
a result of Renfrewshire Council's decision to refuse outline
planning consent.  The company appealed this decision.

The board is now pleased to announce that this appeal has been
successful and that outline planning consent for residential use
has been granted.  The board will immediately seek to market the
Greenfield Land and believes that the aggregate proceeds for the
entire thirty-acre Elderslie site are likely to be at the upper
end of the originally predicted range of GBP7 million to GBP10
million.

It is likely, given the size of any disposal of the Greenfield
Land, that the company will be required to seek the approval of
Stoddard shareholders.  Shareholders will be notified in due
course once the board is in a position to put a final proposal
forward for consideration.

CONTACT:  STODDARD INTERNATIONAL
          Alan Lawson, Chief Executive
          Phone: 01563 578000

                           *******

S U B S C R I P T I O N   I N F O R M A T I O N

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