/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/031230.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 Tuesday, December 30, 2003, Vol. 4, No. 256 Headlines F R A N C E RHODIA S.A.: Updates Investors on Group's Improvement Plan VIVENDI UNIVERSAL: Settles on US$50 Million Fine With SEC I R E L A N D ELAN CORP: Sells European Sales and Marketing Business to Medeus I T A L Y PARMALAT SPA: Board of Directors Resolves to Declare Bankruptcy PARMALAT SPA: Files for Insolvency in Parma to Stay Afloat PARMALAT: Parma Court Declares Company Insolvent at Sat. Hearing PARMALAT: Calamos Investments Dumps Securities on Dec. 12 PARMALAT GROUP: Clesa S.A. Distances Itself from Parmalat Parent L U X E M B O U R G STOLT-NIELSEN S.A.: Lenders Extend Waivers of Covenant Until May STOLT OFFSHORE: To Hold Shareholders' Meeting January 19, 2004 N E T H E R L A N D S KONINKLIJKE AHOLD: In Exclusive Discussions on Sale of Disco HAGEMEYER N.V.: Lifts Restriction on Voting Rights S W I T Z E R L A N D SKANDIA INSURANCE: Ernst & Young Auditor Resigns From Post SKANDIA INSURANCE: Sells Japanese Operations to Tokio Marine SWISS INT'L: Implements Changes to Adapt to Seasonal Needs SWISS INTERNATIONAL: Modifies Approach, Retains Lugano Services U N I T E D K I N G D O M ABERDEEN ASSET: Offloads Northern Venture to Management AMP LIMITED: Advises on Shares Cancelled for Demerger AMP LIMITED: Redeeming Reset Preferred Securities on January 14 ARCOLECTRIC HOLDINGS: Elektron Rescues Firm From Receivership AUTOMOLD: Joint Administrators Put Business, Assets for Sale AWG PLC: Sells Loss-Making Powermarque Business to Venson BRITISH ENERGY: Completes Disposal Of 50% Interest In Amergen BRITISH ENERGY: Sells 50% Stake in Offshore Wind Power to GB Gas EQUITABLE LIFE: Lord Penrose Report Out, But Not Made Public Yet GLAXOSMITHKLINE PLC: Montrose Plant Closure May Happen in 2004 GOSHAWK INSURANCE: Agrees With Lending Banks on Credit Facility HOLLINGER INC.: KPMG Auditor, Director Colson Abandon Firm MG ROVER: Unions Pledge to Keep Business Afloat NORTHERN FOODS: Sells Irish Business to Maiden Acquisition NORTON WAVERLEY: Creditors Appoint Joint Liquidators for Company PPL THERAPEUTICS: Sells U.K. Laboratory Office for GBP1.24 MM ROYAL MAIL: Post Office Invests GBP10 MM to Increase Revenue * Large Companies with Insolvent Balance Sheets ********* =========== F R A N C E =========== RHODIA S.A.: Updates Investors on Group's Improvement Plan ---------------------------------------------------------- Rhodia's Board of Directors met Monday, December 22, 2003 to review the progress of the Group's improvement plan with the following results: Rhodia concluded an agreement for the refinancing of its debt with its 23 creditor banks. This agreement, guaranteeing Rhodia's bank financing, involves three elements: (1) Maintenance of existing lines of credit, representing 970 million euros, and an adjustment of covenants to June 30, 2004. (2) Establishment of a new medium-term line of credit, replacing previous financing. This new syndicated medium-term credit line of 758 million euros is secured by Group assets and could be drawn upon during the first semester of 2004. (3) A capital increase of approximately 300 million euros during the first semester of 2004. The Group is also exploring other medium-term financing options with the objective of maintaining financial flexibility. The Group is continuing its discussions with the U.S. private placement investors. Due to the continuing deterioration in market conditions, the Group, in agreement with its auditors, decided to proceed with a re-estimation of the value of its tangible and intangible long- term assets. The Board of Directors approved this new valuation and decided to depreciate these assets by an amount of 875 million euros, with 545 million euros from accelerated amortization from impairment effects, 114 million euros from tangible assets and 216 million euros from other assets. This depreciation, which is taken into account in the covenants adjustment of the existing bank credit lines, does not impact the Group's cash position. It will be reflected in the third quarter 2003 results published October 30. As of September 30, 2003, shareholder's equity (including minority interests) changes from 1,477 million euros to 602 million euros and 9 months net income changes from -248 million euros to -1,123 million euros. Rhodia continues to pursue the action plan decided by the Board of Directors October 3, which includes, in addition to consolidating the Group's medium-term bank financing, simplification and streamlining of the organization to achieve savings of 165 million euros and a plan to divest 700 million euros worth of businesses. These two actions are also progressing in a satisfactory manner. Rhodia is one of the world's leading manufacturers of specialty chemicals. Providing a wide range of innovative products and services to the consumer care, food, industrial care, pharmaceuticals, agrochemicals, automotive, electronics and fibers markets, Rhodia offers its customers tailor-made solutions based on the cross-fertilization of technologies, people and expertise. Rhodia subscribes to the principles of Sustainable Development communicating its commitments and performance openly with stakeholders. Rhodia generated net sales of ?6.6 billion in 2002 and employs 23,600 people worldwide. Rhodia is listed on the Paris and New York stock exchanges. CONTACT: RHODIA S.A. Press Relations Lucia Dumas Phone: +33 1 55 38 45 48 Investor Relations Nicolas Nerot Phone: +33 1 55 38 43 08 VIVENDI UNIVERSAL: Settles on US$50 Million Fine With SEC --------------------------------------------------------- Vivendi Universal announced that it had reached a final settlement with the United States Securities and Exchange Commission. The settlement is contained in a Consent Decree filed in the federal court in New York City, together with a complaint filed by the SEC charging violation of certain U.S. securities laws. In the Consent Decree, Vivendi Universal agreed, without admitting or denying any liability, not to violate certain specified provisions of the U.S. securities laws in the future. Vivendi Universal also agreed to deposit a civil penalty of US$50 million into a Sarbanes-Oxley "Fair Fund" to be distributed by the Court to certain Vivendi Universal shareholders pursuant to a plan of distribution to be established by the SEC. The SEC is not requiring Vivendi Universal to restate any of its past financial statements. The settlement concludes an investigation that began in mid-2002, after Vivendi Universal's former Chairman, Jean-Marie Messier, resigned. Vivendi Universal's Chairman and CEO, Jean-Ren, Fourtou, said that "we are pleased to close this chapter of our history, to put this matter behind us and to continue to work for the benefit of our shareholders". Mr. Messier was charged by the SEC with violating the U.S. securities laws while he was Vivendi Universal's CEO, and has settled those charges with the SEC by entering into a Consent Decree. As part of his settlement with the SEC, Messier has agreed to pay a civil penalty of $1 million, to relinquish all his claims against Vivendi Universal under his termination agreement and to give up the approximately $25 million judgment that he was claiming. As a part of a settlement with Mr. Messier, Vivendi Universal will pay Mr. Messier's lawyers a portion of their legal fees and expenses incurred in connection with the litigation between them. Vivendi Universal's former CFO, Guillaume Hannezo, has also settled with the SEC by entering into a Consent Decree. Hannezo has also agreed to pay a civil penalty. ============= I R E L A N D ============= ELAN CORP: Sells European Sales and Marketing Business to Medeus ---------------------------------------------------------------- Elan Corporation, plc announced that it has agreed to sell its European sales and marketing business to Medeus UK Limited, a new UK pharmaceutical company backed by Apax Partners Funds. Under the terms of the agreement Elan will receive total consideration of approximately $120 million. Elan also said that it was retaining its operations in Athlone, Ireland and its research and development operations in Stevenage, UK and that it separately anticipates selling certain rights to two products in the UK and Ireland for approximately $10 million. Kelly Martin, Elan's president and Chief Executive Officer, said, "Divesting these operations is consistent with our strategy of focusing on areas that are essential to our future and enables us to tailor our European sales and marketing efforts toward our pipeline products. We are also pleased to note that individuals who have contributed to our sales and marketing success in Europe will have an opportunity to continue to contribute as employees of Medeus UK Limited." The transaction includes the divestment of its sales and marketing operation in the UK and 100 percent of the equity in Elan sales and marketing affiliates in Germany, France, Spain, Italy and Ireland. In 2002, Elan recorded net revenue and gross profit for these products of $70.1 million and $50.7 million, respectively. For the first nine months of 2003, Elan recorded net revenue and gross profit for these products of $56.4 million and $38.7 million, respectively. Elan expects to record a pre-tax gain of approximately $10 million from this transaction. Apax Partners is a leading international private equity firm, and Apax Partners Funds has a successful track record of early and later stage healthcare investments. The transaction is subject to regulatory approvals, third party consents and other customary conditions, and is expected to close during the first quarter of 2004. Proceeds from the projected sale will form part of Elan's proceeds from the divestment of assets as outlined in its recovery plan. About Elan Elan is focused on the discovery, development, manufacturing, sale and marketing of novel therapeutic products in neurology, severe pain and autoimmune diseases. Elan (ELN) shares trade on the New York, London and Dublin Stock Exchanges. CONTACT: ELAN CORPORATION, PLC Investors Emer Reynolds Phone: 353-1-709-4000 or 800-252-3526 Media Anita Kawatra Phone: 212-407-5755 or 800-252-3526 ========= I T A L Y ========= PARMALAT SPA: Board of Directors Resolves to Declare Bankruptcy --------------------------------------------------------------- An Extraordinary Shareholder Meeting of Parmalat Spa, at which the entire share capital was represented, took place December 23. Consistent with initiatives taken by its Parmalat Spa subsidiary, the Board of Directors of Parmalat Finanziaria Spa resolved either to follow the procedure foreseen under the Legislative Decree approved at a meeting of the Italian Cabinet, or alternatively, that described in Legislative Decree 270/99. The Extraordinary Shareholder Meeting of Parmalat Spa resolved to follow the procedure foreseen under the Legislative Decree approved by the Italian Cabinet or, alternatively, that described in Legislative Decree 270/99, and mandated the Chairman to take all the appropriate and necessary steps to enact the resolution. PARMALAT SPA: Files for Insolvency in Parma to Stay Afloat ---------------------------------------------------------- PARMALAT: ADMISSION TO | PARMALAT: RICHIESTA EXTRAORDINARY ADMINISTRATION | AMMINISTRAZIONE STRAORDINARI REQUESTED | | Milan, Dec. 24 -- | Milano, 24 dicembre -- Parmalat Finanziaria SpA | Parmalat Finanziaria SpA communicates that its | comunica che la controllata subsidiary Parmalat SpA, | Parmalat SpA, in seguito a following the resolutions | quanto deliberato taken at the Extraordinary | dall'Assemblea straordinaria Shareholder Meeting of | dei Soci della stessa Parmalat SpA held on December | Parmalat SpA tenutasi il 23 23, 2003, has filed with | dicembre 2003, ha richiesto the Minister of Productive | con istanza motivata al Activities and the Court of | ministro delle Attivit. Parma, for admission to | Produttive, dandone an extraordinary | contestuale comunicazione al administration procedure by | Tribunale di Parma, means of economic and | l'ammissione alla procedura financial restructuring, as | di amministrazione referred to in the | straordinaria tramite la Legislative Decree on urgent | ristrutturazione economica di measures for the | cui al Decreto Legge restructuring of major | approvato ieri dal Consiglio companies approved yesterday | dei Ministri relativo a by the Italian Cabinet. The | misure urgenti per la decree is in the process of | ristrutturazione delle grandi being published in the | imprese, in corso di Official Gazette. | pubblicazione nella Gazzetta | Ufficiale. PARMALAT: Parma Court Declares Company Insolvent at Sat. Hearing ---------------------------------------------------------------- Acting on an expedited basis as the Company's behest, Judge Vittorio Zanichelli convened an in camera hearing Saturday afternoon in the Parma Court's Bankruptcy Section (Tribunale di Parma, Sezione Fallimentare) to review Parmalat S.p.A.'s request for protection from creditors. Parmalat's petition for a temporary breathing spell is made pursuant to a new law enacted on Dec. 23 tailored for troubled companies with more than 1,000 workers and owing more than 1 billion euros six months. Parmalat's Petition "is protected by the Law and it may not be divulged or published," a creditors' attorney in Milan explains. The facts on which Parmalat bases its request for protection and any testimony Enrico Bondi may have proffered in support of that relief are secret. One prominent U.S. attorney representing bondholder interests confirms that his firm hasn't seen definitive court documents from the Italian courts and says he's not sure they will be made public. "Welcome to Italy," that attorney quips. Judge Zanichelli's order entered Saturday: * finds that Parmalat S.p.A. is insolvent; * finds that the company qualifies to enter into an Extraordinary Administration (Amministrazione straordinaria) proceeding under Italian law; * appoints Enrico Bondi to serve as a so-called Commissioner in the Amministrazione straordinaria proceeding and gives him the authority to: -- operate the business in the ordinary course, and -- incur new debts to operate the business and repay those new obligations in the ordinary course; and * restrains creditors from commencing or continuing any action to collect a debt arising prior to December 27, 2003. A Surveillance Committee (Comitato di Sorveglianza) composed of a small number of creditors will be appointed in the near future. Over time Mr. Bondi and that Committee are expected to craft a Reorganization Plan (Piano di risanamento) that will sell unproductive assets, restructure core assets, recover assets that improperly left the company, marshall the value of the estate, and distribute that value to creditors based on their priority under applicable law. The restructuring proceeding is subject to continuing supervision by the Ministry of Industry and Commerce. PARMALAT: Calamos Investments Dumps Securities on Dec. 12 --------------------------------------------------------- In light of the recent accounting scandal uncovered at Parmalat, one of Europe's biggest food groups, CALAMOS INVESTMENTS reports that it sold all positions in the security on December 12, 2003 prior to the public release of allegations of fraud. John P. Calamos, chairman and chief investment officer commented, "While we were unaware of any fraud, our analysis of the company's financials made us uncomfortable with the terms of the bonds and their impact on bondholders should conditions continue to decay. CALAMOS' portfolios are widely diversified. As a result of the sale in mid-December, the impact on CALAMOS products was minimal." CALAMOS INVESTMENTS provides professional money management services to clients that include major corporations, public and private institutions, pension funds, insurance companies and individuals and is an investment advisor to open-end and closed- end funds. It offers high yield, equity, global, growth and income, convertible, and alternative investment strategies. Engaged in securities research and investing since 1977, the firm manages approximately $23 billion in assets as of November 30, 2003. PARMALAT GROUP: Clesa S.A. Distances Itself from Parmalat Parent ---------------------------------------------------------------- Clesa, S.A., 95% owned by Arilca, S.A., and 99% owned, in turn, by Parmalat S.p.A., published a statement this week at http://www.clesa.es/comunicado.htm/stating that the Spanish unit's operations and financing are independent of its troubled parent. Clesa says it has financial autonomy and Parmalat, SpA, has no greater claim on the unit's assets than its equity interest in the business. Clesa confirms that it is fulfilling all of its commitments to suppliers, vendors, creditors and employees. (Parmalat Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000) =================== L U X E M B O U R G =================== STOLT-NIELSEN S.A.: Lenders Extend Waivers of Covenant Until May ---------------------------------------------------------------- Stolt-Nielsen S.A. (NasdaqNM: SNSA; Oslo Stock Exchange: SNI) announced that its primary lenders agreed to extend the waivers of covenant defaults granted by the lenders until May 21, 2004. SNSA also reported that it will pay down its $160 million revolving credit facility by US$20 million on February 29, 2004, and that the Company has received an extension on repayment of the remaining US$140 million until May 21, 2004. The waiver extensions provide SNSA with increased flexibility on the debt-to-tangible-net-worth covenant during the waiver period, setting the ratio at 2.75-to-1 at November 30, 2003, and 2.65-to- 1 at February 29, 2004. SNSA must also maintain a specified minimum tangible net worth level. Pursuant to the waiver terms, SNSA will develop a financial restructuring plan with its lenders by March 31, 2004. Additionally, the waivers call for improvements in SNSA's liquidity during the waiver period through dispositions or capital-raising initiatives, and oblige SNSA to work with its lenders to provide available collateral to unsecured or under-secured lenders during the waiver period. "We are pleased to have successfully worked out these longer-term waivers," said Niels G. Stolt-Nielsen, Chief Executive Officer of SNSA. "I believe these extended waivers provide us with sufficient time to develop and commence the implementation of a comprehensive financial restructuring plan for the Company, which has suffered heavy losses on several West Africa construction projects in its 63.5% owned subsidiary Stolt Offshore S.A. We have already completed a number of actions to improve liquidity and reduce debt, and we are in the process of implementing more. We appreciate the continued support of our lenders and shareholders. SNSA is determined to restore the Company's financial strength." About Stolt-Nielsen S.A. Stolt-Nielsen S.A. is one of the world's leading providers of transportation services for bulk liquid chemicals, edible oils, acids, and other specialty liquids. The Company, through its parcel tanker, tank container, terminal, rail and barge services, provides integrated transportation for its customers. The Company also owns 63.5 percent of Stolt Offshore S.A. (NASDAQNM: SOSA; Oslo Stock Exchange: STO), which is a leading offshore contractor to the oil and gas industry. Stolt Offshore specializes in providing technologically sophisticated offshore and subsea engineering, flowline and pipeline lay, construction, inspection, and maintenance services. Stolt Sea Farm, wholly-owned by the Company, produces and markets high quality Atlantic salmon, salmon trout, turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia. CONTACT: Reid Gearhart Phone: USA 1 212 922 0900 E-mail: rgearhart@dgi-nyc.com Valerie Lyon Phone: UK 44 20 7611 8904 E-mail: vlyon@stolt.com STOLT OFFSHORE: To Hold Shareholders' Meeting January 19, 2004 -------------------------------------------------------------- Stolt Offshore S.A. (NasdaqNM: SOSA; Oslo Stock Exchange: STO) announced that an Extraordinary Meeting of shareholders will be held on Monday, January 19, 2004 at 3:00pm local time at the offices of Services G,n,raux de Gestion S.A., 23, avenue Monterey, L-2086 Luxembourg. The Board of Directors of Stolt Offshore S.A. has determined that Common Shareholders of record as of close of business on December 29, 2003 will be entitled to vote. The purpose of the meeting is to consider and approve a recommendation of the Board of Directors of the Company for: (a) a Private Placement of 34.1m Common Shares to institutional investors which is fully subscribed and the issue of up to an additional 11.4m Common Shares to Stolt-Nielsen S.A. in consideration for conversion of $25m of subordinated debt; (b) a Subsequent Issue of up to 13.0m Common Shares to shareholders as of December 18, 2003 who were not given the opportunity to participate in this Private Placement; and (c) the increase of the authorised share capital of the Company by 95.0m Common Shares, together with discretion to the Directors to issue Common Shares or instruments giving rights to acquire Common Shares. Stolt Offshore is a leading offshore contractor to the oil and gas industry, specialising in technologically sophisticated deepwater engineering, flowline and pipeline lay, construction, inspection and maintenance services. The Company operates in Europe, the Middle East, West Africa, Asia Pacific, and the Americas CONTACT: Julian Thomson/Fiona Harris Stolt Offshore S.A. Phone: US +1 877 603 0267 (toll free) UK +44 1224 718436 E-mail: julian.thomson@stoltoffshore.com Patrick Handley (UK) / Tim Payne (US) Brunswick Group Phone: UK +44 207 404 5959 US +1 212 333 3810 E-mail: phandley@brunswickgroup.com tpayne@brunswickgroup.com ===================== N E T H E R L A N D S ===================== KONINKLIJKE AHOLD: In Exclusive Discussions on Sale of Disco ------------------------------------------------------------ Ahold announced it is engaged in exclusive negotiations with joint prospective buyers, the investor Mr. Francisco de Narv ez and Casino Guichard Perrachon S.A., for the sale of Ahold's controlling stake in Disco S.A. Ahold has no further comment to make on the negotiations at this stage. The intended divestment of Disco S.A. is part of Ahold's strategic plan to restructure its portfolio, to divest underperforming assets, and to concentrate on its mature and most stable markets. Disco S.A. operates 237 stores in Argentina. New back-up credit facility now closed Ahold also announced that its new EUR300 million and USD1.45 billion back-up credit facility with a syndicate of banks has now closed. The outstanding letters of credit have been rolled into the new facility. The remaining cash portion of the new facility remains fully available to the company. CONTACT: AHOLD CORPORATE COMMUNICATIONS Phone: +31.75.659.5720 HAGEMEYER N.V.: Lifts Restriction on Voting Rights -------------------------------------------------- Hagemeyer announces that, following the Explanatory Memorandum issued by the Company, the Board of Stichting Administratiekantoor Preferente Aandelen Hagemeyer (subsequently referred to as "the Trust Office") has informed Hagemeyer of its intention to change the trust conditions of the Trust Office. The Board of the Trust Office has asked Hagemeyer to grant the approval required for this, and Hagemeyer has complied with this request. The purpose of the proposed change is to abolish the limitation in the exercise of voting rights currently contained in the trust conditions, namely, that the number of votes to which the Trust Office is entitled is no more than one/fifteenth of the total number of cumulative preference shares held by it. This limitation was introduced in 1995, due to the substantial difference that then existed between the market price of an ordinary share and the capital put in for a preference share. Since, in the view of the Board of the Trust Office, this situation no longer obtains, the Board believes the limitation should be abolished. The Board of the Trust Office consists of two independent members, Messrs S.D. de Bree (Chair) and J.L. Brentjens, and a third member, R. ter Haar, representing Hagemeyer. The Trust Office's purpose is to exercise the voting rights in respect of the Hagemeyer preference shares which it holds in such a way that the interests of Hagemeyer, the companies operated by Hagemeyer and its affiliated companies, and of all stakeholders in these various companies are safeguarded as effectively as possible. The above-mentioned limitation in the exercise of voting rights is described in Section 5 (Main Shareholders) of the Explanatory Memorandum issued by Hagemeyer N.V. on 11 December 2003, where it is also stated that, in accordance with this limitation on the exercise of voting rights, the Trust Office, which holds 19.03% of the issued share capital of Hagemeyer, is only entitled to vote in respect of 1.3% of Hagemeyer's shares with voting rights. The proposed change in the trust conditions would result in the Trust Office having the right to decide to exercise voting rights on 19.03% of the issued Hagemeyer share capital. If the Shareholders' Meeting, to be held on January 9, 2004, approves the transaction as proposed in the Explanatory Memorandum, the preference shares will be converted into ordinary shares. ===================== S W I T Z E R L A N D ===================== SKANDIA INSURANCE: Ernst & Young Auditor Resigns From Post ---------------------------------------------------------- As previously announced in the press release on December 1, 2003 Skandia's Board has decided to summon an extraordinary general meeting on January 28, 2004. This will give Skandia's owners an opportunity to appoint the board they feel is best suited for the continued work moving forward. Skandia has been informed by one of the company's regular auditors, Authorized Public Accountant Jan Birgerson, Ernst & Young, that he wishes to leave his assignment in connection with the extraordinary general meeting. As his reason for leaving, Jan Birgerson explains that if he remains as auditor until the annual general meeting in April 2004, there is a risk that his objectivity may be questioned against the background of the criticism presented in the special investigation report about Skandia. Ernst & Young has recommended that Bertel Enlund assume the duties as head auditor of the remaining, intact auditing team. In light of this announcement, Skandia's Nominating Committee has decided to recommend that Authorized Public Account Bertel Enlund be elected as regular auditor until the annual general meeting 2004. CONTACT: Gunilla Svensson, Press Manager Phone: +46 8 788 25 00 SKANDIA INSURANCE: Sells Japanese Operations to Tokio Marine ------------------------------------------------------------ Skandia announced that it has reached a definitive agreement with Millea Holdings, under which The Tokio Marine & Fire Insurance Co. Ltd. will acquire 100 per cent of the shares of Skandia Japan. The transaction, valued at 20 billion YEN (approximately 1.4 billion SEK), is subject to Japanese regulatory approval and will further improve Skandia's liquidity position. In comparison with Skandia's report as per 30 September 2003, the transaction will have a positive impact on shareholders' equity of approximately 0.8 billion SEK, net of expenses and before provision for taxes. The impact on net asset value will be positive by approximately 0.5 billion SEK. Current policyholders of Skandia Japan, and their policies, will be unaffected by this sale. The transaction results from a strategic review by Skandia of its Japanese business, and demonstrates the resolve of Skandia's Board to implement findings from that review. This decision does not have implications on any of Skandia's other international operations. The strategic review highlighted Skandia's relative competitive position in Japan and concluded that sale of the Japanese operation to a strategically well-suited company with solid resources would best serve the interests of Skandia's shareholders, as well as the needs of its local employees, distribution partners, and policyholders. Skandia focused on potential buyers that would be better able to reap the rewards of Japan's rapidly growing variable insurance market. Leif Victorin, Chief Executive Officer of Skandia, said, "While Japan has substantial growth potential in the variable insurance market, our relative competitive advantage would not enable us to fully exploit the growing opportunities in this country." He added, "The sale of our Japanese operation enables us to best concentrate our capital, financial resources, and management attention in markets where Skandia maintains stronger and more advantageous competitive positions." Skandia said it views the Millea Holding Group as an ideal fit for the future of the Japanese business. Employees, distributors, and policyholders will benefit from the Millea Holding Group's considerable scale in Japan. As Japan's leading non-life insurance provider, Millea Holdings is in an ideal position to leverage both the growing opportunities in alternative financial institution distribution channels as well as the introduction of a new category of life products to its diversified customer base. Mr. Victorin said, "We are particularly gratified by the importance the Millea Holding Group places on the acquired operation as a strategically vital new business stream going forward." HSBC served as financial advisors to Skandia. Impact on other Skandia operations The transaction will have no effect on Skandia's operations in countries other than in Japan, or on relations between customers or other parties and any company in the Skandia Group. About Skandia Skandia is an international long-term savings and pension provider. Founded in 1855, Swedish-based Skandia currently operates in over 20 countries, with the United Kingdom and Sweden as its largest markets. Skandia is one of the largest providers of investment products to the independent financial adviser channel worldwide. Additional information on Skandia can be found at www.skandia.com About Millea Holdings Millea Holdings was established in 2002 as the holding company of The Tokio Marine and Fire Insurance Co., Ltd. and The Nichido Fire and Marine Insurance Co., Ltd., whereby the managements of the two direct non-life operations had been integrated. Life insurance subsidiaries of Tokio Marine and Nichido Fire merged to form The Tokio Marie & Nichido Life Insurance Co., Ltd. on October 1, 2003. Millea Group is the largest non-life insurance group in Japan as well as one of the largest in the world, and is listed on the Tokyo Stock Exchange, Osaka Stock Exchange and Nasdaq. CONTACT: Jason Kendy or Deborah Hayden Gavin Anderson & Company Japan Phone: +81-3-5404-0640 Japanese media inquiries Minako Hattori or Yoko Kato Gavin Anderson & Company Japan Phone: +81-3-5404-0640 Investor inquiries and media outside Japan Jan Erik Back, Chief Financial Officer Phone: +46 70 378 3720 Harry Vos, Head of Investor Relations Phone: +46 70 605 6773 SWISS INT'L: Implements Changes to Adapt to Seasonal Needs ---------------------------------------------------------- Swiss International Air Lines is to make further enhancements to its long-haul network in summer 2004 and winter 2004/2005 by offering schedules which are aligned even more closely to changing seasonal needs. The new arrangement will see some destinations receive service of varying frequencies in response to fluctuating seasonal demand, while others will have their service patterns enhanced throughout the year. Despite the planned reduction of the SWISS fleet by two aircraft, all the carrier's current destinations will continue to be served. The slightly modified service product is already available in the relevant reservation systems. In modifying its services from the 2004 summer schedules onwards, SWISS is responding to demand on the intercontinental market, enhancing overall route profitability while paying due and full regard to seasonal fluctuations. The changes also permit a further reduction of the company's long-haul fleet to the 18 aircraft specified under the present Business Plan. Under the new arrangements, certain destinations will receive more or less service than at present, depending on demand and the time of year. Services between Sao Paulo and Buenos Aires will no longer be operated by SWISS: their operation will be entrusted to a partner airline under a codeshare arrangement. SWISS is currently in talks with a number of candidate carriers here. The three weekly services to Nairobi and Dar es Salaam will see only their operating days changed (to Mondays, Wednesdays and Fridays); and Riyadh and Jeddah will now be served from Zurich on Sundays instead of the present Saturday flight. Service to Cairo will be increased from five to six weekly frequencies. The modifications will come into effect with the start of the 2004 summer schedules on March 28 or the commencement of the 2004/2005 winter timetable period on October 31 Seasonal changes (in frequencies per week) Summer Winter Boston 7 6 Miami 5 6 Montreal 7 6 Johannesburg 6 7 Hong Kong 7 6 Tokyo (Narita) 6 5 Bangkok-Singapore 6 7 Frequency reductions Newark: to 6 weekly frequencies (currently daily) Los Angeles: to 5 weekly frequencies (current 7 in summer and 6 in winter) Sao Paulo: to 5 weekly frequencies (currently 7) CONTACT: SWISS CORPORATE COMMUNICATIONS P.O. Box, CH-4002 Basel Phone: +41 848 773 773 Fax: +41 61 582 3554 E-mail: communications@swiss.com Homepage: http://www.swiss.com SWISS INTERNATIONAL: Modifies Approach, Retains Lugano Services --------------------------------------------------------------- Lugano is to remain in the SWISS route network. Services to and from the airport in Southern Switzerland will be operated by the carrier's Avro RJ85/100 and Saab 2000 aircraft from January 2004 using a special visual flight rules procedure which complies with the airport's new approach regulations. The new arrangement is one of several considered by SWISS during a two-month grace period granted by the Swiss Federal Office for Civil Aviation for the company to modify its existing approach procedures. In imposing its new approach regulations for Lugano Airport with effect from November 1, 2003, the Swiss Federal Office for Civil Aviation (FOCA) granted SWISS a two-month extension to its existing operations to and from the airport, during which the carrier was asked to devise new operating arrangements that would enable it to continue to serve the airport while complying with the FOCA's new regulations. The visual flight rules procedure now selected will permit SWISS to continue to serve Lugano with flights operated by its own aircraft. Lugano thus remains a firm fixture in the SWISS route network, with four flights to and from Zurich a day. The route will be operated by Avro RJ85/100 and Saab 2000 aircraft from January 2, 2004 onwards. Departure and arrival times remain unchanged. SWISS has been deploying only Avro RJ85/100s on the route during the transitional two-month period. SWISS continues to study the possibility of serving Lugano together with a partner airline from the start of the 2004 summer schedules. Discussions on this are continuing with candidate partners. CONTACT: SWISS CORPORATE COMMUNICATIONS P.O. Box, CH-4002 Basel Phone: +41 848 773 773 Fax: +41 61 582 3554 E-mail: communications@swiss.com Homepage: http://www.swiss.com =========================== U N I T E D K I N G D O M =========================== ABERDEEN ASSET: Offloads Northern Venture to Management ------------------------------------------------------- Aberdeen Asset Management PLC has sold its wholly owned subsidiary, Northern Venture Managers Limited, to the management of NVM. The consideration to be received by Aberdeen comprises: (i) a pre-Completion dividend of o620,000; (ii) a cash payment of o128,700 at Completion; and (iii) a redeemable preference share in NVM which entitles Aberdeen to receive dividends equivalent to 17.5% of NVM's fee income earned from its present clients for each of the years ended 31 December 2004, 2005 and 2006, subject to a maximum aggregate dividend of o2,450,000. NVM was purchased by Edinburgh Fund Managers Group plc, which is now owned by Aberdeen, in June 2000. The disposal will reduce the assets under management of the Aberdeen Group, as enlarged by the Edinburgh acquisition, by approximately o150 million. CONTACT: ABERDEEN ASSET MANAGEMENT Phone: 020 7463 6000 Martin Gilbert, Chief Executive GAVIN ANDERSON & COMPANY Phone: 020 7554 1400 Neil Bennett/Mark Lunn AMP LIMITED: Advises on Shares Cancelled for Demerger ----------------------------------------------------- AMP advises on the number of AMP shares to be cancelled as part of the process for allocating an equal number of AMP and HHG shares to AMP shareholders under the demerger. A total of 449,345,129.2 AMP shares will be cancelled. This represents approximately 29.19 per cent of AMP's total issued capital (not including the shares to be issued as part of the AMP Rights Offer). The cancellation has been followed by a share split of the remaining AMP shares held by shareholders, so that they end up with same number of AMP shares that they held on the Record Date (December 19). In addition, they will receive an equal number of HHG shares. The net effect is that if a shareholder held 100 AMP shares on December 19, they will now hold 100 AMP shares and 100 HHG shares (excluding any AMP Rights Offer shares). The share cancellation number is important to shareholders for tax purposes, as explained in section 8 of AMP's Explanatory Memorandum. As previously advised, the volume weighted average price (VWAP) of AMP shares used to determine the amount of shares to be cancelled was A$5.91. This was calculated by reference to AMP's share price on the Australian Stock Exchange over the 10 business days prior to AMP's Extraordinary General Meeting (EGM) on December 9. Early in 2004, AMP will write to shareholders to provide them with the information they need to calculate the cost base of their AMP shares (which could differ for each shareholder) and to inform them of the cost base of their HHG shares, when it has been calculated. CONTACT: AMP LIMITED Level 24, 33 Alfred Street Sydney NSW 2000 Australia ABN 49 079 354 519 AMP LIMITED: Redeeming Reset Preferred Securities on January 14 --------------------------------------------------------------- AMP will redeem the Reset Preferred Securities (RPS) in accordance with their terms, following shareholder and Federal Court approval for the demerger and the successful completion of the Rights Offer. Each RPS will be redeemed on January 14, 2004, with the redemption amount to be calculated based on the number of securities held on that date. The RPS will be redeemed for their face value of A$100 and distributions accrued to 14 January 2004 will be paid. The RPS will cease trading on both the Australian and New Zealand Stock Exchanges on January 8, 2004. The Redemption Notice to be sent to AMP Reset Preferred Securities Holders is attached. To view attachment: http://bankrupt.com/misc/AMP_Notice_Attachment.pdf ARCOLECTRIC HOLDINGS: Elektron Rescues Firm From Receivership ------------------------------------------------------------- Arcolectric, the holdings company that makes switches for household appliances, have been rescued from its current administrative receivership status after Barking-based Elektron bought the business for GBP352,000. According to Ananova, components and electronics group Elektron has also agreed to assume GBP1.5 million of lease finance debt, repayable over five years. The deal doubles the size of Elektron, which already has a subsidiary called Bulgin Components that specializes in switches. The report said there were no immediate plans to cut jobs following the acquisition. Arcolectric was founded more than 70 years ago. It makes switches for products ranging from computers to hairdryers and employs 170 staff at West Molesey, Surrey, as well as production locations in Tunisia and China with a total of more than 500 people. The company's core switches business made operating losses of GBP1.4 million on sales of GBP12.3 million in the 10 months to October 31. Its order book currently stands at GBP2.3 million. CONTACT: ARCOLECTRIC HOLDINGS PLC 61 Central Ave. West Molesey Surrey KT8 2RF United Kingdom Phone: +44-20 8979 3232 Fax: +44-20 8783 1331 E-Mail: info@arcoswitch.co.uk Website: http://www.arcolectric.co.uk/ AUTOMOLD: Joint Administrators Put Business, Assets for Sale ------------------------------------------------------------ Automotive Plastic Trim Manufacturer Stroud, Gloucestershire Latimer Automotive Group Limited and Automold Limited (Both in Administration) Key Features: (a) Turnover GBP37 million (b) State of the art plastic injection molding operations in England, Germany and U.S.A. including high tech post mold facilities (c) Tier 1 supplier to major automotive manufacturers including Ford and GM (d) Approved quality standards ISO14001, TS16949 and QS9000 (e) Skilled workforce of 412 employees with excellent product engineering capability For further details, please contact the Joint Administrators, Andrew Menzies and Neil Tombs at Grant Thornton, Enterprise House, 115 Edmund Street, Birmingham B3 2HJ. Phone: 0121 232 5265/0121 212 4000. Fax: 0121 233 9857. E-mail: Katheryn.Thompson@gtuk.com AWG PLC: Sells Loss-Making Powermarque Business to Venson --------------------------------------------------------- AWG Plc announces the sale of its vehicle leasing business, Powermarque Limited, to Venson Holdings Limited, a subsidiary of Venson Group plc, a vehicle outsourcing company. AWG will receive GBP34.5 million in cash, and the pro-forma impact of this disposal will be a reduction of GBP18.9 million in AWG's group net debt as at September 30, 2003. Powermarque had net cash, before intercompany loans, of GBP15.6 million at September 30, 2003. For the financial year ended March 31, 2003, Powermarque made a loss after tax of GBP1.0 million. CONTACT: Adrian Smith, head of communications Phone: 01480 323017 Anthony Cardew, Cardew Chancery Phone: 0207 930 0777 BRITISH ENERGY: Completes Disposal Of 50% Interest In Amergen ------------------------------------------------------------- The Board of British Energy announced that British Energy and certain of its subsidiaries yesterday completed the disposal to Exelon Generation Company, LLC (Exelon) of British Energy's entire 50% interest in AmerGen Energy Company LLC, (AmerGen). At closing, British Energy received initial consideration of approximately US$277 million prior to adjustments relating to working capital levels, unspent nuclear fuel, capital expenditures and low-level waste disposal costs to be determined at the time of closing. British Energy will be paying a break fee of US$8.295 million to FPL Group, Inc (FPL) as a result of yesterday's completion. This follows the termination of the original sale agreement between British Energy and FPL as a result of Exelon exercising its right of first refusal. Approximately GBP94 million of the consideration will be used to pay down all current outstandings under the Government Credit Facility. The Government Credit Facility will, in accordance with the terms of the temporary increase of GBP75 million granted on November 27, 2003 be reduced to GBP200 million. The remaining consideration will be used for general working capital and collateral purposes. CONTACT: Andrew Dowler Financial Dynamics, Media Phone: 020 7831 3113 Paul Heward British Energy, Investor Relations Phone: 01355 262 201 BRITISH ENERGY: Sells 50% Stake in Offshore Wind Power to GB Gas ---------------------------------------------------------------- British Energy plc announced that it has sold its 50% equity interest in Offshore Wind Power Limited (OWP) to GB Gas Holdings Limited (GBGH), a fully owned subsidiary of Centrica plc, for an up-front cash consideration of approximately GBP2.2m and deferred consideration of up to GBP0.5m. In addition British Energy may receive further payments of up to GBP0.25m from Renewable Energy Systems Limited (RES) dependent upon progress of OWP's Round 2 offshore windfarm development OWP is a joint venture company formed in February 2001 which is owned 50/50 by British Energy Renewables Limited (BER) and RES, a subsidiary of Robert McAlpine Holdings Limited. OWP, through its wholly owned subsidiary, Offshore Wind Power (Site No 1) Limited, has an option to take a lease from Crown Estates Commissioners (CEC) to construct a Round 1 offshore wind farm of up to 90 MW at Inner Dowsing near Skegness. The up-front cash consideration of approximately GBP2.2m is subject to working capital and tax adjustments following completion. In a simultaneous transaction, GBGH purchased Amec plc's 100% equity interest in the adjacent Lynn offshore wind farm development. The deferred consideration of up to GBP0.5m will be payable by GBGH to BER in two further equal installments on the signing of the main construction contracts for each of the Inner Dowsing and Lynn developments. In British Energy's accounts for the year ending 31 March 2003, British Energy's interest in OWP had a net book value of approximately GBP0.4m. OWP contributed a loss of approximately GBP0.2m to British Energy's results for the year to 31 March 2003. The sale proceeds will be used for general working capital and collateral purposes. CONTACT: Andrew Dowler Phone: 0207 831 3113 Financial Dynamics Paul Heward Phone: 01355 262 201 Investor Relations EQUITABLE LIFE: Lord Penrose Report Out, But Not Made Public Yet ---------------------------------------------------------------- Scottish judge, Lord Penrose, who was commissioned two years ago to look into the circumstances that led to the near-collapse of Equitable Life, has finally submitted his long-awaited report to the Treasury. According to The Telegraph, the report is under seal at the moment, but the Treasury has promised to make public its content once it has determined there are no "legal obstacles preventing its publication. Appointed in August 2001, Lord Penrose submitted an 800-page report that will now be the basis whether or not the government will have to compensate policyholders for regulatory failure. There are currently tens of thousands of policyholders pinning their hopes on a favorable report, according to The Telegraph. John McFall, chairman of the Treasury Select Committee, told The Telegraph the submission of the report does not mean there will be no more inquiries into the Equitable Life case. It is interesting how the Department of Trade and Industry and the Treasury reacted to the criticism in the report. Prior to its submission, Lord Penrose invited the two ministries to comment. The two were responsible for the regulation of the society in the 1990s. Sought for his comment, Charles Thomson, the society's chief executive, told The Telegraph: "Once we have seen the report and taken legal advice, then we will be in a position to determine what, if any action, we can take in relation to government compensation." GLAXOSMITHKLINE PLC: Montrose Plant Closure May Happen in 2004 -------------------------------------------------------------- The New Year does not exactly bring cheer to the workers of GlaxoSmithKline's Angus plant in Montrose, according to The Scotsman. This because there are rumors that it could be closed after the holidays. One source, who had asked not to be identified, told The Scotsman: "There are no new orders signed up or new products in the pipeline. We strongly suspect GSK will pull the plug once the festive period is behind us, probably in the spring." The plant has been on the auction block since the summer of 2001, after Glaxo Wellcome and Smith-kline Beecham merged. Last March, Akzo Nobel showed interest in the plant, but the deal fell through at the last minute, casting doubts on the factory ever since. Union leaders told The Scotsman the plant has been "plodding along," picking up scraps of surplus work from other GSK plants across the U.K. Already into its 51st year, the plant manufactures active ingredients used in the treatment of skin conditions, respiratory problems and cancer. During its heyday, it employed over 1,000 workers. A redundancy program has cut this number to 260. GOSHAWK INSURANCE: Agrees With Lending Banks on Credit Facility --------------------------------------------------------------- GoshawK Insurance Holdings plc, the parent company of GoshawK Reinsurance Limited, announces that it has reached agreement with its lending banks in respect of its US$65 million medium term loan facility and its GBP20 million letter of credit facility, both of which were in breach following the announcement of material reserve strengthening in respect of Syndicate 102 at Lloyd's earlier this year. GoshawK has made the first repayment of principal and interest on the Term Facility, the balance of which now stands at US$52 million. Four further repayments of principal fall to be made in December 2004, 2005, 2006 and 2007. The LoC Facility forms part of GoshawK's funds at Lloyd's and is available to meet losses in the Syndicate. The Syndicate having been put into run-off the LoC Facility has been restructured so that, in the event of a drawdown by Lloyd's, the obligation will be met through a drawdown on an extension to the Term Facility. The maximum permitted borrowing in respect of the LoC Facility is GBP15 million, the balance of GBP5 million having been collateralised from GoshawK's existing resources. GoshawK has provided against drawings on the LoC Facility in full, as detailed in the announcement of 31 October 2003 and accordingly these drawings will not impact on GoshawK's net asset value. Borrowings under the LoC Facility are to be repaid by not later than the end of 2009. Pursuant to these arrangements, GoshawK has issued 'A' warrants to the Banks over 5,277,722 ordinary GoshawK shares, amounting to some 3% of the shares in issue. These warrants carry an exercise price of 35.25p, being the closing mid-market price of GoshawK shares on Thursday 18 December 2003. In the event that the Facilities have not been repaid or terminated by January 1, 2005, GoshawK has agreed that it will issue a further 1,759,240 'B' warrants and, in the event that the Facilities have not been repaid or terminated by January 1, 2006, GoshawK has agreed that it will issue a further 1,759,240 'C' warrants. The 'A' warrants are exercisable from 20 December 2003 to 23 January 2008, the 'B ' warrants from January 1, 2005 to 23 January 2008 and the 'C' warrants from January 1, 2006 to January 23, 2008. In total, these 8,796,202 warrants represent 5% of the current issued share capital of GoshawK. ***** Goshawk said in October that following a review by joint advisers Dresdner Kleinwort Wasserstein and Numis Securities, it is considering a number of options open to the Group including the possibility of a sale of all or part of the Group. It said: "Following the September 18 trading statement the scope of the strategic review has been broadened to assess available options to provide the necessary capital for the Group to trade in line with its revised business plan." Predicting no upturn in the industry, it said the board will continue to actively pursue all options to recover and then maximize shareholder value. CONTACT: GOSHAWK INSURANCE HOLDINGS PLC Phone: 020 7475 2020 (23 December to 24 December 2003) 020 7621 0777 (29 December 2003 onwards) Paul Spencer, Chairman Andrew Castell, Finance Director COLLEGE HILL ASSOCIATES Phone: 020 7457 2020 Nick Elwes HOLLINGER INC.: KPMG Auditor, Director Colson Abandon Firm ---------------------------------------------------------- Hollinger Inc. (HLG.C) (TSX:HLG.PR.B) (TSX:HLG.PR.C) announced that its auditor, KPMG LLP, has resigned. The Board of Directors of Hollinger will endeavor to appoint a successor auditor as soon as possible. KPMG had previously advised Hollinger that KPMG would resign unless Hollinger took or announced remedial actions regarding changes to management acceptable to KPMG and comparable to those recently taken by Hollinger International Inc. The Board of Directors of Hollinger has proceeded diligently and responsibly to address the demands created by the issues that have recently come to light, including engaging an accounting firm to perform a special audit and retaining independent counsel to investigate the circumstances surrounding Hollinger's receipt of non-compete payments. The Board concluded that until it receives the results of the special audit and independent counsel investigation, making personnel changes of the type made by Hollinger International Inc. would be premature, unfair to the individuals concerned and legally unjustifiable. Hollinger also announces that Mr. Daniel Colson has resigned as a director and Vice-Chairman of Hollinger to devote his full attention to the affairs of Hollinger International Inc. Mr. Colson is the Vice-Chairman, Chief Operating Officer and a director of Hollinger International Inc. and Deputy Chairman and CEO of the Telegraph Group. On December 17, 2003, CanWest and The National Post Company issued a claim against Hollinger, Hollinger International Inc., The Ravelston Corporation Limited and Ravelston Management Inc. for approximately C$25 million plus interest in respect of an agreement made in 2001 to transfer to CanWest the remaining 50% interest in the National Post Partnership not owned by it. Although named as a defendant, Hollinger believes that the claim against it is without merit and intends to defend the claim vigorously. Hollinger's principal asset is its approximately 72.6% voting and 30.3% equity interest in Hollinger International. Hollinger International is a global newspaper publisher with English- language newspapers in the United States, Great Britain, and Israel. Its assets include The Daily Telegraph, The Sunday Telegraph and The Spectator and Apollo magazines in Great Britain, the Chicago Sun-Times and a large number of community newspapers in the Chicago area, The Jerusalem Post and The International Jerusalem Post in Israel, a portfolio of new media investments and a variety of other assets. CONTACT: HOLLINGER INC. Peter Y. Atkinson Phone: 416-363-8721 MG ROVER: Unions Pledge to Keep Business Afloat ----------------------------------------------- There's still no understanding between the unions and management over directors' remuneration, but both have agreed to focus on keeping the business afloat. According to The Telegraph, representatives of the unions and Phoenix Venture Holdings, which owns the company, met for the second time to take up reports that directors are being paid in the millions while the company continues to post heavy losses. Attendees included former T&G Finance Director Peter Regnier, a financial expert asked by the unions to examine the company's books. Phoenix director Peter Beale also attended the meeting, the report said. Union leaders reportedly emerged from the meeting still "dissatisfied" and "unhappy" with the responses, but committed to help the company get over the hump. In a joint statement, T&G and Amicus said: "The company gave detailed responses to questions regarding directors' remunerations, pensions and the financial structures of the business. While the trade unions have serious concerns regarding the generous level of payments awarded to directors, we accept that the important matter from here on in is to secure the viability and long-term future of the business. The trade unions received assurances from the company regarding the financial structure of the business." Duncan Simpson, a national officer at Amicus, said these assurances include a pledge that the company's property assets will only be sold to benefit MG Rover. He said: "It is clear that we were not happy with everything that we were told but obviously what they have done is legal. We want them to move forward and invest in new models." A Phoenix spokesman said: "While the unions expressed their concern over the levels of payments to the directors, it was accepted that the important matter was to focus on the business going forward." The Telegraph recently reported that the company has a GBP13 million trust fund for directors and their families, a fact that the has not been disputed and has incensed union members. NORTHERN FOODS: Sells Irish Business to Maiden Acquisition ---------------------------------------------------------- Northern Foods plc has agreed to sell the share capital of Northern Foods (Ireland) Limited and its subsidiaries to Maiden Acquisition Company Limited, a new company formed by Barry's Tea and Bank of Scotland Ireland. The sale is conditional only on clearance from the Competition Authority of Ireland. The main subsidiaries of NFIL are Batchelors Limited and Beck Smith Limited, which manufacture and/or distribute a range of food and drink products in Ireland under brands such as Batchelors, Sqeez, Amigo, Picnic and Lustre. In addition products are distributed on behalf of other manufacturers under the brands of Green Giant, Old El Paso and Fox's Biscuits. The cash consideration to be received by Northern on completion consists of approximately EUR62m for share capital and around EUR33m in respect of accumulated cash balances. The aggregate cash amount will be applied to the reduction of group debt. The net assets, excluding cash, to be disposed of will be EUR24 million, together with goodwill of EUR15 million. In the year to March 2003, the businesses generated a profit before tax of EUR7.9 million on turnover of EUR76 million. Northern acquired Batchelors in 1986 for GBP13 million and Beck Smith in 1991 for GBP1.5 million. Northern Foods finance director Sean Christie said: 'This disposal continues our programme of adjusting Northern's portfolio of activities to align the Group ever more closely with some of the fastest growing sectors of the UK food market. Other developments this year have included the purchase of the remaining 60 per cent of Solway Foods, the acquisition of the San Marco frozen pizza brand and the sale of Fox's Confectionery. Although they are non-core to Northern, Batchelors and Beck Smith are very solid businesses and we are pleased to be selling them to an Irish company with a strong heritage and excellent brands. I am sure that they will continue to prosper under their new ownership.' CONTACT: NORTHERN FOODS PLC Hudson Sandler Sean Christie, Finance Director Keith Hann/Wendy Baker Phone: 01482 325432 020 7796 4133 NORTON WAVERLEY: Creditors Appoint Joint Liquidators for Company ---------------------------------------------------------------- In accordance with rule 4.106 of the Insolvency Rules 1986 notice is hereby given that Charles William Anthony Escott and Matthew Dunham of RSM Robson Rhodes LLP, St. George House, 40 Great George Street, Leeds LS1 3DQ, were appointed Joint Liquidators of Norton Waverley Limited by the creditors on December 16, 2003. Charles William Anthony Escott Matthew Dunham Joint Liquidators PPL THERAPEUTICS: Sells U.K. Laboratory Office for GBP1.24 MM ------------------------------------------------------------- PPL announces that it has entered into a conditional agreement to sell its UK office and laboratory building at Roslin together with the related ground lease and certain items of laboratory equipment. The gross proceeds receivable by PPL in respect of this disposal are GBP1.24 million. The Roslin Building, which has been operated by PPL as its head office and laboratory facility in the UK, has been sold to the Biotechnology and Biological Sciences Research Council for a cash consideration of GBP1.24 million. The consideration is payable on January 30, 2004, the date of completion of the sale. The net book value of the Roslin Building as at June 30, 2003 was GBP0.75 million. The sale of the Roslin Building will give rise to an estimated gain on disposal of GBP0.49 million before disposal costs. The BBSRC has granted PPL a short-term lease to enable the Company to continue to occupy part of the building following completion of the transaction. The sale of the Roslin Building is conditional only upon there being no destruction or material damage to the building between today's date and the date of completion of the sale. The establishment costs attributable to the Roslin Building were GBP0.22 million in the six months ended 30 June 2003 (GBP0.39 million in the year ended 31 December 2002). The proceeds receivable of GBP1.24 million less selling expenses from the disposal will be used to supplement PPL's existing cash resources with a view to maximizing short-term value for shareholders. In anticipation of this disposal, PPL has taken the opportunity to repay its term loan facility of GBP2.0 million from the Royal Bank of Scotland in order to eliminate the interest costs associated with this facility. As announced on November 11, 2003, PPL has held discussions with a large number of parties with potential interest in acquiring the business or in purchasing assets owned by PPL. Discussions concerning the potential sale of the Company continue with a limited number of parties. The Board continues to believe that a program of asset disposals can be successfully pursued in parallel with discussions for the sale of the business and, accordingly, PPL is continuing to market its remaining assets for sale and is in discussion with interested parties for packages of assets. PPL will continue to provide further updates to shareholders at the appropriate time. CONTACT: Chris Greig, Chairman Lindsay Dunsmuir, Chief Financial Officer PPL Therapeutics plc Phone: 0131 440 4777 Alistair Mackinnon-Musson Philip Dennis Hudson Sandler Phone: 020 7796 4133 E-mail: ppl@hspr.co.uk PPL Therapeutics plc ROYAL MAIL: Post Office Invests GBP10 MM to Increase Revenue ------------------------------------------------------------ The Post Office announced it is investing GBP10 million in its biggest ever drive to increase revenue and win a new generation of customers for the future. The company is returning to television advertising after a two year gap as it prepares for New Year plans that include the launch of new financial services, expansion of banking services and a revamp of branches. The new financial services are being developed as part of a GBP125 million joint venture with the Bank of Ireland and will include personal loans, savings accounts, credit cards, personal insurance and mortgages. The Post Office is also planning to add to its banking services, offering an automated deposit service in addition to the current automated withdrawal service. It also plans to sign up more banks to add to the seven it already has agreements with. Other Post Office plans include revamping selected Post Office branches with new layouts, fixtures and fittings. Five Post Officer branches in London and the South East are involved in a "working models" pilot of the new look. Using the latest computer animation produced by the company responsible for the BBC's award-winning Walking with Dinosaurs and the Harry Potter films, the advertisements feature a family of ants using the growing range of Post Office products in their everyday lives, to illustrate Post Officer branches are "for the little things that make the big things happen". The company's product literature in over 16,500 Post Office branches has all been redesigned to reflect the new theme. Post Officer Chief Executive David Mills said: "Post Office Ltd aims to continue being a relevant part of people's lives and this advertising gives a clear statement of that intent. "I want to make Post Office branches places people want to visit, rather than just need to visit." The advertising will focus initially on travel services and banking. Since entering the market in 1993, Post Office Ltd is now the largest provider of bureau de change foreign currency in the UK with 18 per cent of the market. It is also the fifth largest provider of travel insurance, close behind the largest providers who are all travel agents. In the banking market, the Post Officer now offers 21 million Lloyds TSB, Barclays and Alliance & Leicester customers access to cash over the counter. Current account holders with The Co- operative Bank, internet banks cahoot and smile, as well as first direct in Scotland, can also access their funds over the counter at Post Officer branches. Future television advertisements in 2004 will focus on the organisation's new range of financial services. The first new product will be a personal loan, planned for launch in the Spring. The Post Officer has over16,500 branches The Post Officer is the biggest cash handler in the country - with more than GBP140 billion passing through its hands each year. More than 500 million household bills are paid at Post Office branches each year - with a value of GBP12 billion. Post Office Ltd achieved a 13 per cent reduction in its loss during the first half of the financial year 03 04 to GBP91 million The new television advertising campaign was co-ordinated by Publicis with animation completed by Framestore CFC. Design and production of in-store materials is by Joshua. Post Office Ltd. is a subsidiary of the Royal Mail, along with Parcelforce Worldwide. CONTACT: POST OFFICE LTD 148 Old Street London EC1V 9HQ Homepage: http://www.postoffice.co.uk * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Shareholders Total Working Equity Assets Capital Ticker (US$MM) (US$MM) (US$MM) ------ ----------- ------ -------- AUSTRIA ------- Libro AG (111) 174 (182) BELGIUM ------- Real Software REAL (110) 216 (10) CZECH REPUBLIC -------------- Ceskomoravska Kolben & Danek Praha Holding (89) 192 (2,186) DENMARK ------- Elite Shipping (28) 101 19 FRANCE ------ Banque Nationale de Paris Guyane (41) 352 N.A. BSN Glasspack (101) 1,151 179 Bull SA BULP (760) 893 (130) Compagnie des Machines Bull (116) 136 (20) Compagnie Francaise de l'Afrique Occidentale (65) 256 21 Cofidur SA (5) 102 19 Dollfus-Mieg & Co. DOLP (0) 187 28 European Computer System (110) 682 377 Grande Paroisse SA (927) 629 330 Pneumatiques Kleber SA (34) 480 139 SDR Picardie (135) 413 N.A. Soderag (3) 404 N.A. Sofal SA (305) 6,619 N.A. Spie-Batignolles (16) 5,281 75 St Fiacre (FIN) (1) 111 (33) Trouvay Cauvin TRCN (0) 134 10 Usines Chauson (23) 249 35 GERMANY ------- Dortmunder Actien-Brauerei DABG (13) 118 (29) F.A. Guenther & Sohn AG GUSG (8) 111 N.A. Kaufring AG KAUG (19) 151 (51) Nordsee AG (8) 195 (31) Schaltbau AG SLTG (16) 163 20 Vereinigter Baubeschlag-Handel Holding AG VBHG (24) 307 (63) ITALY ----- Binda SpA BND (11) 129 (20) CIRIO FINANZIARI CBDI (422) 1,583 (396) Credito Fondiario e Industriale SpA CRF (200) 4,218 N.A. Lazio SpA (57) 495 (330) NETHERLANDS ----------- Baan Company N.V. BAAN (8) 610 46 NORWAY ------ Pan Fish ASA PAN (117) 806 (259) Petroleum-Geo Services PGO (32) 2,963 (5,250) POLAND ------ Animex SA (1) 108 (86) Exbud Skanska SA EXBUF (9) 315 (330) Motostal Zabrze (6) 227 (366) Stalexport SA (57) 229 (51) SPAIN ----- Altos Hornos de Vizcaya SA (116) 1,283 (278) Santana Motor SA (46) 223 41 Sniace SA (11) 128 (24) Tableros de Fibras SA TFI (43) 2,107 125 SWITZERLAND ----------- Kaba Holding AG KABZN (47) 572 278 UNITED KINGDOM -------------- Abbot Mead Vickers (2) 168 (16) Alldays Plc ALD (120) 252 (202) Amey Plc AMY (49) 932 (47) Bonded Coach Holiday Group Plc (6) 188 (44) Blenheim Group (153) 198 (34) Booker Plc BKRUY (60) 1,298 (8) Bradstock Group BDK (2) 269 5 Brent Walker Group (1,774) 867 (1,157) British Energy BGY (5,342) 3,438 229 British Nuclear Fuels Plc (2,627) 36,359 1,948 British Sky Broadcasting BSY (175) 3,347 (144) Center Parcs (UK) Group Plc (77) 423 (227) Compass Group CPG (668) 2,972 (298) Costain Group COST (34) 329 (12) Dawson Holdings DWSN (32) 142 (29) Easynet Group Plc ESY (12) 332 53 Electrical and Music EMI Industries Group (885) 3,053 (435) Euromoney Institutional ERM (122) 167 (2) Gallaher Group GLH (543) 5,527 68 Gartland Whalley (11) 145 (8) Global Green Tech Group (156) 408 (18) Heath Lambert Fenchurch Group PLC (10) 4,109 (10) HMV Group PLC HMV (211) 762 (66) Intertek Testing Services ITRK (134) 425 67 IPC Media Ltd. (685) 254 16 Lambert Fenchurch Group (1) 1,827 3 Lattice Group (1,290) 12,410 (1,228) Leeds United PLC (73) 144 (29) Manchester City (17) 154 (21) Misys PLC MSY (161) 949 41 Orange PLC ORNGF (594) 2,902 7 Regus PLC RGU (46) 367 (60) Rentokil Initial Plc RTO (1,130) 2,809 (37) Saatchi & Saatchi SSI (119) 705 (41) Seton Healthcare (11) 157 0 Viatel Holding (Bermuda) Limited (548) 2,155 (2005) Yell Group PLC (196) 3,964 289 Each Tuesday edition of the TCR-Europe contains a list of companies with insolvent balance sheets based on the latest publicly available balance sheet available to our editors at the time of publication. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for iabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee Gonzales, Editors. Copyright 2003. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *