/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/040123.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 Friday, January 23, 2004, Vol. 5, No. 16 Headlines G E R M A N Y DRESDNER BANK: IPO Considered for Investment Division INFINEON TECHNOLOGIES: CEO Attributes Revival to Growth Strategy MANNESMANN AG: Former Executives Under Trial for Breach of Trust MG TECHNOLOGIES: Subsidiary to Expand Medical Technology Biz PROSIEBENSAT.1 MEDIA: EUR338 BB Bonds Upgraded to 'BB' I R E L A N D ELAN CORP.: Receives US$45 Million from Asset Sale FIRST ACTIVE: Court Sanctions Scheme of Arrangement I T A L Y FIAT S.P.A.: Board Of Directors Approve 2004 Budget FIAT SPA: Moody's Withdraws Short-term Debt Rating of Subsidiary FINMATICA SPA: On Rating Watch Negative After Investigation PARMALAT FINANZIARIA: No Cash Traced, But Debt May Be EUR14 BB PARMALAT FINANZIARIA: 11th Arrest Made in Stock Investigation PARMALAT SPA: Giovanni Tanzi Leaves Board N O R W A Y STOLT-NIELSEN S.A.: To Launch US$104 Million Equity Offering S W E D E N SCANDINAVIAN AIRLINES: Ratings Outlook Changed to Negative S W I T Z E R L A N D SKANDIA INSURANCE: Names Six Candidates for Election as Director U N I T E D K I N G D O M AMP LIMITED: Redeems Reset Preferred Securities APPLEDORE SHIPYARD: Ex-Director Criticizes Contract Sharing BRONTE FOODS: Business, Assets for Sale as Going Concern BROWNS TRANSPORT: Enters Administration CABLE & WIRELESS: Union Says Redundancy Plan Mere Speculation CABLE & WIRELESS: To Decide on Sale of U.S. Telecoms Assets CTP HOLDINGS: In Administration EUROTUNNEL: Operating Revenue Down Due to Lower Shuttle Yields FSC BLANX: In Administration HEMO ENGINEERING: Calls in Administrators from Begbie Traynor HOLLINGER INC.: UBS Canada to Advise Barclays on Acquisition LONDON BLACK: Administrators Seek Buyers for Business LONDON CLEARING: Registers Reduction of Share Capital ML LABORATORIES: Considers Share Issue to Cover Cash Shortfall MORGAN CRUCIBLE: Says Restructuring On Track, Near Completion PATTERN RECOGNITION: Appoints John Curley Liquidator SCOTIA HOLDINGS: Delivers Scheme of Arrangement to Registrar TENDRING CONSTRUCTION: Offers for Four Contracts Sought UPC DISTRIBUTION: Amends Terms of EUR3.5 BB Senior Bank Facility WATFORD LEISURE: To Receive Fresh Cash, See New Management ********** ============= G E R M A N Y ============= DRESDNER BANK: IPO Considered for Investment Division ----------------------------------------------------- A possible flotation of a part of Dresdner Bank's corporates and markets unit may follow the unit's spinoff this year, according to Bloomberg News. "An initial public offering is a clear option [for Dresdner Kleinwort]," Allianz Chief Financial Officer Paul Achleitner told the World Economic Forum in Davos, Switzerland, according to the report. He, however, did not specify a timetable on the transaction. Allianz, which inherited the securities firm when it bought Frankfurt-based Dresdner Bank AG in 2001, revealed plans to make the investment bank a separate legal entity last week. It had similar plans prior to the stock markets slump. The report cited Chief Executive Officer Michael Diekmann's statement in August regarding plans for Dresdner Kleinwort Wasserstein. He said the investment bank has enough capital to grow profitably for two years. According to the report, this means Allianz would probably keep the business until then. Dresdner Kleinwort Wasserstein had an operating profit of EUR69 million (US$87 million) in the third quarter, its fourth consecutive quarterly profit, Munich-based Allianz said in November. INFINEON TECHNOLOGIES: CEO Attributes Revival to Growth Strategy ---------------------------------------------------------------- Infineon Technologies (FSE/NYSE: IFX), the world's sixth largest semiconductor manufacturer, has made good use of the mild recovery in the semiconductor market in 2003 to increase sales in all segments. Revenues for fiscal year 2003 increased 26% over the previous year to EUR6.15 billion. "Infineon was therefore the fastest growing of the world's ten largest semiconductor companies in the last fiscal year," explained Dr. Ulrich Schumacher, President and CEO of Infineon Technologies AG, at the company's fourth Annual General Meeting. "We made great strides toward improving our result over the last year. Having experienced nine successive quarters of losses, we finally managed to achieve profitability in the fourth quarter of fiscal year 2003 -- a result we attribute to the consistent implementation of our growth strategy and our Impact[2] program to increase productivity." The market recovery in the semiconductor industry over the last few months, which is evident chiefly in the form of increased global demand for chips, has also had a positive impact on the Infineon share price and the company's financial situation. The Infineon share recorded a 100% increase in fiscal year 2003. The company's market capitalization thus also doubled over the period to stand at EUR7.9 billion at December 31, 2003. The company had a gross cash position at the end of fiscal year 2003 of EUR2.8 billion, leaving it adequate scope to finance future internal and external growth. Results for fiscal year 2003 Revenues in fiscal year 2003 were up 26% year-on-year to EUR6.15 billion. The net loss improved to EUR435 million from EUR1.02 billion in fiscal year 2002. EBIT (earnings before interest and taxes) in fiscal year 2003 amounted to minus EUR299 million, which represents a significant improvement from minus EUR1.14 billion in fiscal year 2002. The loss per share (basic and diluted) improved to EUR0.60 in fiscal year 2003 from EUR1.47 in fiscal year 2002. "Despite falling prices for memory products and the sustained pressure on prices in most other segments, all of our business groups were able to contribute to the clear revenue increase and to grow with a double-digit percentage," remarked Dr. Schumacher. Regional growth strategies implemented The Agenda 5-to-1 objectives set out in 2002 committed Infineon to strengthening its position in the semiconductor industry's key growth markets of China, Japan and North America. The company accordingly made a particular effort during 2003 not only to increase sales in the relevant regions, but also significantly to step up its local involvement. Infineon grew sales in China by 30% in fiscal year 2003, compared to an increase of 21% in fiscal year 2002. The opening of the new headquarters in Shanghai in September 2003 represents a significant milestone in the company's China strategy. Infineon has constructed a shared facility for the assembly and testing of memory chips in Suzhou in a joint venture with China Singapore Suzhou Industrial Park Venture (CSVC). The company has also expanded its production in Wuxi and opened a new Design Center in Xi'an. Infineon is already able to offer the full value chain within China for many products and collaborates directly with business partners and customers on the local level at every stage from design and development to production and assembly and even software development. Infineon has also strengthened its sales and service structure in the North American semiconductor market. Two completely new sites in Cary, North Carolina, and New York came on stream during fiscal year 2003. The North Carolina office is located in the Research Triangle Center close to Cary and hosts marketing, sales and development functions, while the New York office functions primarily as a central point of contact for analysts, investors and journalists. Success with cooperation agreements and acquisitions Infineon continued to extend its partnership network throughout the fiscal year ended in order to gain more flexible access to production volume for the future. The most important cooperation agreements of 2003 include the strengthening of the collaboration on DRAM production with Chinese contract manufacturer Semiconductor Manufacturing International Corporation (SMIC) and the cooperation with Huawei concerning the development of device platforms for 3G mobile communications. One new joint venture is Infineon Flash GmbH & Co. KG, which was set up by Infineon and Saifun Semiconductors of Israel to develop flash memories. Production of the first flash memories began in December 2003. Infineon also entered into cooperation with IBM and Chartered Semiconductor Manufacturing on the development of smaller production processes for logic components. The company additionally intensified its cooperation with existing partners such as Nanya Technologies and Winbond Electronics of Taiwan. Infineon also joined forces with Advanced Micro Devices (AMD) and DuPont Photomasks to establish the Advanced Mask Technology Center (AMTC) in Dresden, Germany, to develop and produce next-generation lithographic masks. The new and extended cooperation agreements were complemented in the past fiscal year by Infineon's acquisition of Norwegian company SensoNor, which is the world's leading supplier of tire pressure and acceleration sensors. This acquisition makes Infineon number one in the tire pressure sensor market. Proposals for the Annual General Meeting Shareholders at the Annual General Meeting 2004 are asked to vote on several topics including a slight increase of the Authorized Share Capital I/2002, which can be used for contributions in cash and in kind to restore it to the EUR350 million (equal to 175 million shares) already approved by the Annual General Meeting in 2002. There is also to be a vote on the reduction of authorized share capital provided for the issuing of shares to employees to EUR30 million from almost EUR120 million. It is also proposed to make more flexible the existing authorization concerning the issuing of options and convertible bonds but not increasing its maximal amount. About Infineon Infineon Technologies AG, Munich, Germany, offers semiconductor and system solutions for the automotive and industrial sectors, for applications in the wired communications markets, secure mobile solutions as well as memory products. With a global presence, Infineon operates in the U.S. from San Jose, CA, in the Asia-Pacific region from Singapore and in Japan from Tokyo. In fiscal year 2003 (ending September), the company achieved sales of EUR6.15 billion with about 32,300 employees worldwide. Infineon is listed on the DAX index of the Frankfurt Stock Exchange and on the New York Stock Exchange (ticker symbol: IFX). Further information is available at http://www.infineon.com News Release and presentations are available from http://www.never-stop-thinking.com CONTACT: INFINEON TECHNOLOGIES AG Corporate Communications Worldwide Headquarters Barbara Reif Phone/Fax: +49 89 234 20166 / 28482 E-mail: barbara.reif@infineon.com U.S.A. Christoph Liedtke Phone/Fax: +1 408 501 6790 / 2424 E-mail: christoph.liedtke@infineon.com Asia Kaye Lim Phone/Fax: +65 6840 0689 / 0073 E-mail: kaye.lim@infineon.com Japan Hirotaka Shiroguchi Phone/Fax: +81 3 5449 6795 / 6401 E-mail: hirotaka.shiroguchi@infineon.com Investor Relations EU/APAC +49 89 234 26655 USA/CAN +1 408 501 6800 E-mail: investor.relations@infineon.com MANNESMANN AG: Former Executives Under Trial for Breach of Trust ---------------------------------------------------------------- Six former Mannesmann directors appeared in Dusseldorf Regional Court on Wednesday to face charges in relation to the EUR154 billion-acquisition of the phone company by Vodafone Group in 2000. Deutsche Bank AG Chief Executive Officer Josef Ackermann, Supervisory Board Chairman Joachim Funk, former IG Metal union head Klaus Zwickel and workers' representative Juergen Ladberg are charged of breach of trust for their role in approving EUR57 million in payments to Mannesmann executives to hasten the selloff transaction. They face up to 10 years in prison if convicted. Former Mannesmann chief Klaus Esser, who received more than a quarter of the controversial bonus, and Dietmar Droste, Mannesmann's former personnel director, were charged as accessories to crime. The trial is expected to last at least five months. The board, all denying wrongdoing, argues they are rewarding executives for increasing the value of the firm during the three- month takeover battle. Mr. Ackermann's lawyer is Eberhard Kempf. Reinhard Marsch-Barner is acting as legal adviser for Deutsche Bank. MG TECHNOLOGIES: Subsidiary to Expand Medical Technology Biz ------------------------------------------------------------ Mg subsidiary CeramTec AG, which forms part of the Dynamit Nobel subgroup, plans to invest tens of millions of euros in the expansion of its medical technology business. A second production plant is to be built in Marktredwitz, southern Germany, and will manufacture ceramic ball-and-socket joints for hip replacements as well as ceramic knee joints; it is due to come on stream in early 2006. This expansion of capacity is an integral part of the growth strategy for the advanced ceramics business under the umbrella of CeramTec AG. In 2003 CeramTec reported total sales of approximately EUR250 million, 18% of which was generated by its medical technology business. It increased sales in this business by over 30% on the previous year. One of the main factors driving this expansion is the growing demand for ceramic components for artificial hip joints. This is largely due to the aging of society and, consequently, the greater wear and tear on people's joints as well as the improved safety and durability of artificial joints, which enable them to be fitted at an earlier stage. CeramTec hopes its business growth will be further boosted by demand from the U.S., where in 2003 it won approval from the FDA, the US healthcare regulator, for its ceramic hip joints. Traditionally, most hip replacements in the U.S. have been made of metal, and only six or seven percent of implanted artificial hip joints are made of ceramics. In Germany, by contrast, the proportion is now 60 percent. This presents considerable market potential for CeramTec. mg technologies ag is an international technology group with core competencies in engineering and chemicals at present; in the future it will concentrate on specialty mechanical engineering -- focusing on process engineering and components -- and plant engineering. Generating sales of EUR8.6 billion in fiscal 2001/2002. It currently employs around 31,000 people and is one of the world's market and technology leaders in 90 percent of its businesses. CONTACT: MG TECHNOLOGIES AG Communication Phone: +49 (0)69 71199 241 Fax: +49 (0)69 71199 112 Home Page: http://www.mg-technologies.com PROSIEBENSAT.1 MEDIA: EUR338 BB Bonds Upgraded to 'BB' ------------------------------------------------------ Fitch Ratings, the international rating agency, upgraded German television company ProSiebenSat.1 Media AG's EUR338 million bonds maturing March 2006 (2006 Bonds) to 'BB' from 'BB-'. ProSieben's 'BB' Senior Unsecured rating remains unchanged. The Outlook is Negative. The upgrade reflects the fact that the 2006 bonds now effectively rank pari-passu with the company's 'BB'-rated EUR200 million bonds due 2009 and hence have a similar expected recovery rate. When the agency assigned a 'BB+' rating to the 2009 bonds in July 2002, a change of control clause provided protection to holders of those bonds by requiring the company to make a repurchase offer subject to certain triggers upon the expected sale of the company by KirchMedia, the then insolvent parent company. The existing 2006 bonds were rated one notch lower at 'BB' because they did not benefit from a similar protection. The level of uncertainty over the company's future ownership and capital structure at that time was considered sufficiently material to distinguish between the potential recovery prospects of the two instruments in this way. A change of control took place in August 2003 and did not trigger the change of control clause (see credit analysis of 21 July, 2003 for details of the trigger events). The clause continues to require a repurchase offer upon a further change of control, although the agency considers that this is unlikely to be triggered following the acquisition of ProSieben by a group of investors including the Saban Capital Group. Fitch recognizes that to some extent the holders of the 2006 bonds benefit from the high yield covenants included in the 2009 bonds. These include debt incurrence measures, restricted payment limitations and limitations on the sale of assets. The 2006 bonds were issued when the company was investment grade. Failure by the company to comply with these covenants contained in the 2009 bonds would result in an event of default under the 2009 bonds and thereby would likely trigger the cross-default provisions included in the 2006 bonds, thereby removing any material differences in the expected recovery rates of the two instruments. ============= I R E L A N D ============= ELAN CORP.: Receives US$45 Million from Asset Sale -------------------------------------------------- Elan Corporation, plc announced Wednesday four transactions collectively representing additional proceeds of approximately US$70 million. The transactions are: (a) The sale of the company's San Diego office property and the completion of a multi-year rental agreement with the new owner (b) The sale, subject to certain closing conditions, of Elan Pharma S.A., a manufacturing and research and development business based in Mezzovico, Switzerland, to affiliates of a U.S. investment banking firm, Sanders Morris Harris, together with the associated fast-melt and effervescent intellectual property (c) The sale of the company's Segix Italia manufacturing business, based in Pomezia, Italy, to a management buyout team (d) The receipt of a $25 million milestone payment, pursuant to a previously announced term of the amended transaction agreement between Elan and King Pharmaceuticals, Inc. that was contingent upon ongoing patent exclusivity for Skelaxin(TM) (metaxalone). Elan President and CEO Kelly Martin said, "These transactions are consistent with our strategy of focusing our resources on our core therapeutic focus areas, developing our pipeline, and bringing innovative science to patients. They represent further success in our commitment to reposition Elan for the future." 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 / 800-252-3526 FIRST ACTIVE: Court Sanctions Scheme of Arrangement --------------------------------------------------- Notice is hereby given that the order of the High Court of Ireland dated the December 15, 2003 sanctioning a scheme of arrangement under Section 201 of the Companies Act, 1963 of Ireland dated November 3, 2003 between First Active plc and the holders of Scheme Shares and confirming a reduction of the Company's capital pursuant to Sections 72 and 74 of the Companies Act, 1963 of Ireland and the Minute approved by the High Court of Ireland showing, with respect to the share capital of the Company, the particulars required by the above mentioned Acts were registered by the Irish Registrar of Companies on January 5, 2004. Dated January 21, 2004. CONTACT: Arthur Coz Solicitors for the Company Earlsfort Centre Earlsfort Terrace Dublin 2 ========= I T A L Y ========= FIAT S.P.A.: Board Of Directors Approve 2004 Budget --------------------------------------------------- The Board of Directors of Fiat S.p.A. met in Turin on Monday under the chairmanship of Mr. Umberto Agnelli. The meeting focused on a review of the situation of the Group and of the single operating Sectors, and more specifically on activities that are currently underway and outlook for 2004. The Board also approved the 2004 budget, consistently with the objectives set forth in the Relaunch Plan. Group consolidated results for the fourth quarter and for the entire 2003 fiscal year will be discussed at a meeting scheduled for February 27, 2004. FIAT SPA: Moody's Withdraws Short-term Debt Rating of Subsidiary ---------------------------------------------------------------- Moody's Non-Prime short-term debt rating of New Holland Credit Company, LLC, a subsidiary of Fiat S.p.A, was withdrawn. The action follows the termination of New Holland Credit Company's US$1.5 billion US-CP program. The company currently has no outstanding commercial paper notes. Turin-based Fiat S.p.A. [BB-/Stable/B, Standard & Poor's] is one of the largest industrial groups in Italy and the fourth largest European-based automobile manufacturer. It has revenues of EUR55.6 billion in 2002. FINMATICA SPA: On Rating Watch Negative After Investigation ----------------------------------------------------------- Fitch Ratings, the international rating agency placed Finmatica's Senior Unsecured rating of 'B+' on Rating Watching Negative after the company said it is under investigation with regard to a number of matters, including its financial reporting for 2002 and its 2003 quarterly statements. The rating action follows Finmatica's announcement on January 20, 2004 that the Brescia Public Prosecutor's Office has appropriated company documents in relation to an investigation regarding false communications related to the FY02 and 2003 quarterly statements, market rigging and obstruction of justice. The company has stated that it believes the investigation will prove the allegations to be unfounded. Fitch's decision to place the rating on Rating Watch Negative reflects concern that the allegations, if proven, could undermine the validity of information on which the rating has been based. It is impossible at this time to quantify the implications for the rating. However, were the allegations found to be true, and were they to result in a material restatement of the company's financial position, a significant degradation or withdrawal of the rating could result. The agency said it will try to maintain a regular dialogue with all of the parties involved. A material breakdown in communication regarding the development and outcome of the investigation is also likely to lead to significant rating action, including the possible withdrawal of the rating. Finmatica is a quoted Italian independent software vendor. Share float currently stands at 44% with the key shareholder being Pier Luigi Crudele, the company's founder, who directly and indirectly holds 56%. Revenues stem from its finance (53% of FY02 revenues), B2B/SCM (27%), security (15%) and other (5%) divisions. PARMALAT FINANZIARIA: No Cash Traced, But Debt May Be EUR14 BB -------------------------------------------------------------- People familiar with Italian dairy group Parmalat estimated the company's gross debt to possibly come at more than EUR14 billion, according to the Financial Times. The figure includes numerous off-balance sheet private placements, the report said. A probe on the company's books around the world a month after its fall into bankruptcy protection did not find a "trace" of cash that the company could account for, one person said, according to the Financial Times. In November the company claimed to have cash of more than EUR4 billion. A previous claim of a EUR2.9 billion-debt buyback, meanwhile, turned out fictitious as admitted by Calisto Tanzi, Parmalat's jailed chairman. Further, the EUR1.5 billion in investment grade bonds that Luciano Del Soldato, an imprisoned executive, claimed were on the books during a conference call with analysts in mid- November were also nowhere to be found. A person close to Enrico Bondi, the company's government- appointed administrator, however, said that the gross debt estimate of EUR14 billion was "highly speculative". As for Parmalat's international business, one person familiar with the company said all of them, including the dairy operations in Italy, Brazil and the U.S., are unprofitable. The company's operating units could be worth only between EUR1 billion to EUR2 billion. Parmalat's strongest businesses appear to be operations in Canada, Australia and South Africa, and very small units in Eastern Europe. Its Australian unit reportedly continue to enjoy the support of three of the continent's three largest banks. Its executives remain confident of the company's future. In Brazil, federal police and tax authorities are separately conducting probes for possible irregularities in the food company's dealings in the country. Local newspapers previously said the Italian group has been transferring funds between its complex web of subsidiaries and its units in Brazil. In Italy, Mr. Bondi, who is assisted by bankers from Lazard and Mediobanca, and auditors from PricewaterhouseCoopers, is expected to come up with a plan for creditors only in mid-March because of a lack of documentation at Parmalat's headquarters. Two former executives, former chief financial officer Fausto Tonna and accountant Gianfranco Bocchi were asked to help the authorities reconstruct accounts at Parmalat this week. Meanwhile, Roman authorities are reported to have asked for documents on Wednesday from the Milan offices of Morgan Stanley and the fund-management unit of IntesaBci, Italy's largest bank, as part of the ongoing investigation into Parmalat. Morgan Stanley was among the institutions that underwrote Parmalat's bond sales, and which sold some EUR300 million worth of bonds to Nextra, the fund manager of IntesaBci. PARMALAT FINANZIARIA: 11th Arrest Made in Stock Investigation ------------------------------------------------------------- Italian police arrested former Parmalat Finanziaria SpA finance director Franco Gorreri, as a fraud probe into the dairy group widened further to include Italian auditing firms linked to two global accountancy groups, Reuters reports. Mr. Gorreri, 51, who remained head of the company's Italian treasury department, was detained by police at his home in Parma, taking the number of people arrested so far to 11. He was already being investigated for fraudulent bankruptcy and making false corporate statements as a former Parmalat director, and his home and offices were searched recently. He stood down temporarily last week as head of regional bank Monte Parma as investigators focused on his possible role in a suspected multibillion-euro fraud at the now insolvent giant. An investigative source said between 2000 and 2003, Mr. Gorreri diverted EUR500 million out of Parmalat's accounts and into tourism firms owned by Parmalat's controlling Tanzi family. "Gorreri would go over (ex-CFO Fausto) Tonna's head," an investigative source told Reuters. "Because when (Tonna) said something couldn't be done, Calisto Tanzi would turn to Gorreri as head of the treasury and he would open the purse strings." Mr. Tonna -- considered by prosecutors to be a key player in the scandal -- and an internal auditor of Parmalat were taken from prison to the group's headquarters Monday as investigators tried to reconstruct its accounts. "They explained how they modified the accounts," the source told Reutes. Investigators in Parma and Milan say Parmalat's top management for years concealed a hole in the multinational's accounts that could surpass $12.70 billion. The near-collapse of one of Italy's best-known brand names has prompted calls for reform and Economy Minister Giulio Tremonti has pointed his finger at the Bank of Italy which is run by the minister's rival, Governor Antonio Fazio. However, in a sign of how heated the political debate has become, Tremonti's own deputy, Mario Baldassarri, said on Monday that Italy's financial police -- controlled by the Economy Ministry -- should have begun investigating Parmalat years ago, Reuters reports. "If two years, one year, three years ago the financial police had done some checks, Then obviously things would have come to light before it reached a point where there was a hole of 11 or 12 billion euros," Mr. Baldassarri told Reuters. Mr. Baldassarri, whose National Alliance party is close to Fazio said Parmalat's debacle would hit Italian economic growth in 2004, but gave no specific indication. Pressure on Parmalat's former auditors intensified on Monday when the Italian affiliate of Deloitte & Touche and the recently expelled unit of Grant Thornton in Italy were formally included in the investigation, judicial sources in Milan told Reuters. Four top executives from the two companies were already being investigated as individuals, but now the two Italian firms themselves were included in the probe, they said. The former chairman of Grant Thornton's Italy office and a senior partner were arrested on New Year's Eve. PARMALAT SPA: Giovanni Tanzi Leaves Board ----------------------------------------- Parmalat Finanziaria Spa, under Extraordinary Administration, announces that Stefano Tanzi has resigned as a Member of the Board of Directors of these Parmalat Group companies: Parmalat Finanziaria Spa, Parmalat Spa, Eurolat Spa, Parmalat Canada Ltd, Parmalat Techhold Corporation, Comercial Parmalat SA, Parmalat Cile sa, Procesadora de Leches sa (Proleche SA), Parmalat Food Industries South Africa Ltd, Parmalat South Africa (PTY) Ltd., Parmalat Pacific Holdings Pty Ltd. (ex Parmalat Australia Pty Ltd), Parmalat Australia Ltd. Giovanni Tanzi, who has already resigned as Member of the Parmalat Spa Board of Directors, has resigned as Member of the Board of Directors of Eurolat Spa, Lactis Spa, Panna Elena - CPC Srl, Italcheese Spa, Giglio Spa in liquidation, Fromagere d'Athis sa, Parmalat France sa and Parmengineering Srl Paolo Tanzi has resigned as Member of the Board of Directors of Parmalat SpA, Newco srl and Boschi Luigi & Figli spa. All of them have also resigned from all the operating roles they held in the Parmalat Group. Moreover, the Shareholder Meeting of Latte Sole Spa, a Group subsidiary indirectly and wholly owned through Parmalat Spa (under Extraordinary Administration), has appointed Carlo Prevedini as sole Director of the company. =========== N O R W A Y =========== STOLT-NIELSEN S.A.: To Launch US$104 Million Equity Offering ------------------------------------------------------------ Stolt-Nielsen S.A. (Nasdaq NM: SNSA; Oslo Stock Exchange: SNI) said Wednesday that it has agreed to sell 7.7 million Common Shares, with an aggregate gross value of $104 million via a private placement to non-affiliated institutional investors. The Common Shares, which are currently held in treasury, were priced at 92.75 Norwegian Kroner per share (approximately $13.50 per share at current exchange rates), which was the bid price of the Company's Common Shares on the Oslo Stock Exchange at the market close on January 20, 2004. The Company also announced that it may consider various other actions to address its remaining capital requirements, as part of the overall restructuring plan that it expects to complete in the first half of this year. These actions may include a subsequent rights issue of up to 3.0 million Common Shares, asset sales, and/or the refinancing of certain outstanding debt. Niels G. Stolt-Nielsen, Chief Executive Officer of SNSA, said, "We are actively pursuing a number of options to enhance the Company's financial flexibility and believe that this sale of equity represents an important step toward our goal of improving SNSA's balance sheet and restoring the Company's financial strength whilst allowing retention of its key strategic assets." In line with normal settlement practices, the sale will close on January 26, 2004. Upon completion of the issuance, the Company will have 62.6 million shares outstanding. The net proceeds from the private placement sale to institutions are expected to be used for (i) repayment of existing maturing debt, (ii) working capital, and (iii) general corporate purposes. Stolt-Nielsen's 63.5% owned subsidiary, Stolt Offshore S.A. announced on January 15, 2004 that Stolt Offshore will raise up to $150 million through a conditional Private Placement of $100 million and Subsequent Issue of up to $50 million. Additionally, Stolt-Nielsen has the option to convert into Stolt Offshore Common Shares up to $50 million of subordinated debt it is owed by Stolt Offshore. Stolt-Nielsen's Class B Shares in Stolt Offshore would be converted to Stolt Offshore Common Shares. It is likely that upon completion of these transactions, Stolt Offshore will no longer be a majority owned subsidiary of Stolt- Nielsen. The securities to be sold to institutional investors have not and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the company and management, as well as financial statements. 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: STOLT Richard M. Lemanski Phone: U.S.A. 1 203 625 3604 E-mail: rlemanski@stolt.com Reid Gearhart Phone: U.S.A. 1 212 922 0900 E-mail: rgearhart@dgi-nyc.com Valerie Lyon Phone: U.K. 44 20 7611 8904 E-mail: vlyon@stolt.com =========== S W E D E N =========== SCANDINAVIAN AIRLINES: Ratings Outlook Changed to Negative ---------------------------------------------------------- Moody's Investors Service changed the outlook on the ratings of Scandinavian Airline Systems in expectation of industry-wide structural challenges that European flag carriers may have to face. The outlook for its Ba3 Senior Implied Rating, the B1 Senior Unsecured Issuer rating, and the B2 Subordinated Ratings were changed to negative from stable. Moody's said pressures arising from intensified competition from low-cost airlines, new fare policies and the less lucrative customer mix will be -- in Scandinavian Airlines' case -- compounded by the Stockhom-based airlines' reliance on its home market, and its already weak financial structure. Further, Moody's expects that "the signs of recovery in traffic are tenuous and not supported by any recovery in yields." These challenges are to affect margins, load factors and yields, especially in the Scandinavian and European markets, Moody's said. The rating agency expects Scandinavian Airlines' operating performance to be pressured over the intermediate term, slowing its return to more conservative cash flow to debt coverage ratios. It is nonetheless confident that the carrier will be able to meet obligations over the short term, while implementing its restructuring measures. ===================== S W I T Z E R L A N D ===================== SKANDIA INSURANCE: Names Six Candidates for Election as Director ---------------------------------------------------------------- Skandia's nominating committee proposes that the Extraordinary General Meeting on Wednesday, January 28, 2004, resolve that the number of directors elected by the General Meeting shall be six, and that the General Meeting appoint these persons as directors on Skandia's board: Bjorn Bjornsson Karl-Olof Hammarkvist Eero Heliovaara Lennart Jeansson Birgitta Johansson-Hedberg Christoffer Taxell More detailed information on the proposed directors is included in an appendix to this press release. The current directors on the Board have declared their seats available, and the Board has summoned an Extraordinary General Meeting to give the shareholders an opportunity to appoint the board they feel is best-suited for Skandia's continued work moving forward. The current proposal for company directors is formally a by- election. This means that Bjorn Bjornsson and Eero Heliovaara, who are already serving on the Board, will continue to serve on the Board under their previous mandates. The other proposed directors will begin serving under the departing directors' mandates; one of these mandates extends until the 2004 Annual General Meeting, and three formally extend until the 2005 Annual General Meeting. However, the Nominating Committee expects that the new board will consider proposing to the Annual General Meeting on April 15, 2004 that it amend the Company's articles of association to the effect that a transition will be made to one- year mandate periods. In such case, the Nominating Committee intends to propose to the Annual General Meeting that all of the persons new being nominated be re-elected for an additional year, with the exception of Eero Heliovaara, who has declined re- election after the 2004 Annual General Meeting. The Board includes, in addition to the directors elected by the General Meeting, two policyholder representatives who are appointed by the Swedish Consumer Agency and the Stockholm Chamber of Commerce, respectively. Boel Flodgren, who has been appointed by the Swedish Consumer Agency, will resign at the Extraordinary General Meeting. No new representative has been appointed by the Swedish Consumer Agency. Maria Lilja, who has been appointed by the Stockholm Chamber of Commerce, will continue to serve after the Extraordinary General Meeting. In addition to these directors, the Board also includes employee representatives appointed by the unions. With respect to the chairman of the board, the Nominating Committee recommends that Bjorn Bjornsson continue to serve as chairman up until the Annual General Meeting on April 15. Bjorn Bjornsson has notified the Company that for the time thereafter he will not be available to serve as chairman. Up until the time of the Annual General Meeting, the Nominating Committee will therefore consider a suitable candidate to serve as chairman for the time thereafter; such person may be recruited from within or outside of the proposed new board. The Board may also be complemented at the Annual General Meeting with additional members, aside from the five mentioned above. According to the decision of the 2003 Annual General Meeting, Skandia's nominating committee consists of six members, including four representatives of the largest owners, one representative of the smaller owners, and one representative of the life assurance policyholders of Skandia Liv. These members were appointed in accordance with the decision of the Annual General Meeting based on the conditions that applied at the time of publication of Skandia's third-quarter interim report for 2003. The members of the Nominating Committee are Bjorn Wahlroos, chairman (Sampo), Ramsay Brufer (Alecta), Carl-Olof By (Industrivarden), Bo Eklof (Robur), Per Lofqvist (Skandia Shareholders' Association) and Lars Oberg (Skandia Liv's policyholders, appointed by the Stockholm Chamber of Commerce). The Nominating Committee's proposal has the support of shareholders representing approximately 20% of the votes in Skandia. Presentation of the proposed company directors elected by the General Meeting Bjorn Bjornsson (born 1946), M. Pol.Sc., financial consultant, Chairman of the Board of Skandia since December 2003, elected to Skandia's board in April 2003, director of Bure Equity, Billerud, JM and Ohman Kapitalforvaltning, among other companies. Eero Heliovaara (born 1955), M.Sc. Econ., M.Sc. Eng., elected to Skandia's board in 2000, CEO of Pohjola Group. Karl-Olof Hammarkvist (born 1945), Ph.D. Econ. Associate Professor of business economics with special focus on marketing in financial markets, co-opted professor at the Stockholm School of Economics, Vice Chairman of the Fourth Swedish National Pension Fund, former Executive Vice President of Nordea, former Executive Vice President of Skandia International. Lennart Jeansson (born 1941), B.Sc. Econ., Executive Vice President and Deputy CEO of Volvo, Chairman of Stena and director of Stena Metall. Birgitta Johansson-Hedberg (born 1947), Reg. Psychologist, B.A., departing President and CEO of Forenings-sparbanken, Chairman of the Board of Lindex and Umea University, director of Sveaskog and the Swedish Securities Council. Christoffer Taxell (born 1948), LL.B. and D. Pol.Sc. h.c., Minister.Chancellor of �bo Akademi, former President and CEO of Partek, former Finnish Minister of Justice, Chairman of the Board of Finnair and director of Sampo and Boliden, among other companies. CONTACT: SKANDIA INSURANCE Corporate Communications S-103 50 Stockholm, Sweden Phone: +46-8-788 10 00 Fax: +46-8-788 23 80 Homepage: http://www.skandia.com Office Sveavagen 44 Gunilla Svensson, Presschef Phone: +46-8-788 25 00 =========================== U N I T E D K I N G D O M =========================== AMP LIMITED: Redeems Reset Preferred Securities ----------------------------------------------- Further to the announcements made to ASX and NZX, redemption of the Reset Preferred Securities has now occurred. Payments have been made, as stated in the Redemption Notices sent to holders by crediting Reset Preferred Securities holders' nominated financial accounts. Checks are being sent to those holders who do not have accounts. As payments could not be made into Reset Preferred Securities holders accounts until January 15, 2004 (that is, the day after the books closed for the redemption), Reset Preferred Securities holders will be paid a Distribution for an additional day, January 14, 2004, in addition to the Distribution for the period October 24 up to but excluding January 14, 2004. Attached to this notice are copies of the final form of Redemption and Distribution Advices being dispatched to Reset Preferred Securities holders: Part One: Australian notices Part Two: New Zealand notices Part Three: Rest of world notice CONTACT: AMP Reset Preferred Securities TrustLevel 24, 33 Alfred Street Sydney NSW 2000 Australia ARSN 102 211 325 APPLEDORE SHIPYARD: Ex-Director Criticizes Contract Sharing ----------------------------------------------------------- Jim Wilson, the former managing director of Appledore Shipbuilders, blamed the Ministry of Defense's policy of sharing out shipbuilding contracts among British yards for the company's collapse in September. Mr. Wilson said the company's chances of survival were destroyed by the Ministry's choice to grant contracts to other yards, rather than opening them to competition. Lord Bach, the defense procurement minister, admitted to Mr. Wilson that a multi-million pound contract for six new Type 45 destroyers was not tendered. The order was given to BAE Systems. But a spokesman for the Ministry said: "Ministry of Defense contracts are generally subject to open competition. We don't believe that Ministry of Defense competition policy has impacted on Appledore Shipbuilders." Meanwhile, Jaap Kroese, from rival Swan Hunter on Tyneside, was not surprised by Appledore's collapse. He considered the shipyard not strongly equipped for competition, and was even amazed it survived that long. A BAE Systems spokesman, who confirmed that the company was allocated the prime contract for the Type 45s by the MoD, said: "We tend to do much bigger and more complex ships than Appledore." Appledore's receivers Tenon are currently trying to secure a contract to build "super yachts" with Devonport Shipyard. CONTACT: TENON Corporate Recovery Aberdeen: E-mail: iain.fraser@tenongroup.com Edinburgh: E-mail: tom.maclennan@tenongroup.com Glasgow: E-mail: kenny.craig@tenongroup.com Leicester: E-mail: dilip.dattani@tenongroup.com London, Baker Street: E-mail: peter.dunn@tenongroup.com Manchester: E-mail: derek.oakley@tenongroup.com Southampton E-mail: carl.jackson@tenongroup.com Sunderland: E-mail: ian.kings@tenongroup.com BRONTE FOODS: Business, Assets for Sale as Going Concern -------------------------------------------------------- The Joint Administrative Receivers, G. Wilson and R. H. Kelly, offer for sale as a going concern the business and assets of Bronte Foods Limited (In Administrative Receivership). Features: manufacturer of poultry meat products, specializing in hen product; has prestigious customer base; facilities include slaughtering, butchering, cooking and processing; has 2 production locations in Haworth and Cullingworth, near Bradford, including cold storage facilities and fleet of own vehicles; has strong supplier network supplying both chickens and hens; annual turnover is approximately GBP23 million; has 431 Employees. For further information, please contact Craig Billups, Ernst & Young, Cloth Hall Court, 14 King Street, Leeds LS1 2JN. Phone (0113) 2982 379; Fax: (0113) 2982 206; E-mail: cbillups@uk.ey.com BROWNS TRANSPORT: Enters Administration --------------------------------------- Company Name: Browns Transport Ltd. Previous Name: Brown's Transport Ltd. Company No: 0503899 Com. Business: Freight Transport by Road Trade clasification: 28 Appointed on: December 1, 2003 Appointed by: John Eastwood Type: Administrative Receivers: K W Touhey IP no: 8369, D J Oprey 5814 Firm Name: Chantrey Vellacott DFK Address: 16-17 Boundary Road City Postcode: Hove BN3 4AN CABLE & WIRELESS: Union Says Redundancy Plan Mere Speculation ------------------------------------------------------------- Cable & Wireless has rebuffed reports it is planning another 1,000 redundancies in the U.K., the CWU understands. The telecoms operator was rumored to be considering slashing its domestic workforce to 3,000 in bid to return to profit quicker. Cable & Wireless announced 1,500 redundancies last summer, which cut its U.K. headcount to 4,000, after racking up a staggering loss of GBP6.5 billion. But CWU telecoms organizing officer Donald MacDonald said the union was confident reports that another 1,000 jobs could be lost were just speculation. He added: "Staff reps at Cable & Wireless have been told the press reports are untrue. Our view is that the loss of so many high skilled workers would make the company's position as a commercial operation in the U.K. virtually untenable. "The figure quoted in the press would, in the union's view, be below the critical mass required to maintain the company's quality of service and business strategy within the U.K. market." Donald added Cable & Wireless was more than 130 years old and that its history dates back to the very beginning of telecommunications. "If the company was allowed to fade away further it would be a slap in the face for all the employees who have served it. The mismanagement of C&W in recent years has been an absolute disaster and it would be grossly unfair if loyal, highly-skilled staff continued to pay the price for that. "The union wants to see the company make every effort to develop a strategy that will meet the needs of customers and provide long term, secure employment for the staff." CABLE & WIRELESS: To Decide on Sale of U.S. Telecoms Assets ----------------------------------------------------------- Telecoms group Cable & Wireless will be announcing its final decision on the sale of its troublesome U.S. assets today, according to Sharecast. New buyers, including Qwest, Level 3 and XO Communications, recently emerged on the bidding, heating up the process announced in December. At that time, the troubled group said it would dispose of the assets at almost a knockdown cost of GBP300 million to an affiliate of Gores Technology. The parties agreed on a sale under section 363 of Chapter 11 bankruptcy protection. This means that Gores is guaranteed to acquire the assets once they emerge from Chapter 11, that is, in the abscene of a higher bid. In a statement C&W said choosing the bankruptcy option would help it cut costs "through the elimination and renegotiation of certain lease and other contractual commitments." CTP HOLDINGS: In Administration ------------------------------- Company Name: CTP Holdings Ltd. Company No: 3139506 Com. Business: Holding Co. Trade clasif.: 2215 Appointed on: December 1, 2003 Appointed by: HSBC Bank Plc Type: Administrative Receivers: Cedric M Clapp IPno: 5614, Andrew M Sheridan 8839 Firm Name: Baker Tilly Address: 1 Georges Square City Postcode: Bristol BS1 6BP EUROTUNNEL: Operating Revenue Down Due to Lower Shuttle Yields -------------------------------------------------------------- Richard Shirrefs, Chief Executive, commented on Eurotunnel's 2003 report: "2003 has been a tough year for the transport industry. Cross- Channel market conditions were poor with intense price competition having a significant impact on all operators. Despite this, continuing improvement of our already high quality service enabled us to further strengthen our leading market position. We are also pleased to see the recent improvement in passenger numbers from Eurostar." GBP million 2003 2002 2003/2002 2002 unaudited restated(1) % change published Exchange rate GBP/euro 1.435 1.435 1.573 Shuttle Services 309 349 - 11% 333 Railways 232 227 + 2% 217 Transport activities 541 576 - 6% 550 Non-transport 25 21 + 20% 20 activities Operating revenue 566 597 - 5% 570 (1) 2002 operating revenue has been restated at an exchange rate of GBP1=EUR1.435 to permit a direct comparison with 2003. Shuttle Services Truck Shuttles In a flat market, Eurotunnel increased carryings by 4% to 1,284,875 trucks, with market share two points higher at 43%. In the fourth quarter Eurotunnel's share was 44%, underpinned by excellent service quality. Strong competition from the ferries throughout 2003 caused prices to fall across the market, resulting in lower yields and hence revenue from the truck business. Passenger Shuttles Eurotunnel carried 2,278,999 cars during 2003, maintaining market share at 47%. The Short Straits car market declined by 2% for the full year compared to 2002, reflecting the uncertainty experienced by the European travel market earlier in the year as a result of the Iraq conflict, and competition from low cost airlines offering alternative leisure destinations. Price competition between operators was intense throughout 2003, with extended periods of promotional pricing resulting in lower car revenues. During the fourth quarter the market declined by 5% compared with a decline of 3% during the third quarter. By reducing price promotions, Eurotunnel was able to hold the year-on-year rate of decline in passenger revenue during the fourth quarter at the same level as for the third quarter. The coach market contracted by 10% compared to 2002, affected by the same factors as the car market. Despite this, Eurotunnel maintained its traffic volumes, increasing market share by four points to 36%. 2003 2002 % change % market change* Truck Shuttles 1,284,875 1,231,100 + 4% 0% trucks trucks Passenger 2,278 999 2,335,625 - 2% - 2% Shuttles cars** cars** 0% - 10% 71,942 71,911 coaches coaches * Short Straits market: Folkestone-Dover-Ramsgate/Calais- Zeebrugge-Dunkerque-Ostend ** Including motorcycles, cars with trailers, caravans and campervans Railways (Eurostar & rail freight) The Channel Tunnel is also used by other rail services not managed by Eurotunnel - Eurostar for high-speed passenger-only services on London/Paris and London/Brussels, and EWS and SNCF for international rail freight services. Eurostar At 6,314,795 the number of passengers* carried through the Tunnel by Eurostar in 2003 fell by 4% compared to 2002. However the fourth quarter saw an increase of 15% compared to the same period in 2002 following the successful opening of the first phase of the UK high-speed rail link on 28 September 2003. This new line enables Eurostar passengers to travel between London and Paris in 2 hours and 35 minutes, London and Brussels in 2 hours 20 minutes, and London and Lille in 1 hour and 40 minutes. (* The passenger number given is for Eurostar passengers who traveled through the Channel Tunnel, and excludes passengers between Paris/Calais and Brussels/Lille.) Rail freight Rail freight tonnage carried through the Tunnel increased by 19% to 1,743,686 in 2003 as the service continued to recover from the disruption to services caused by asylum-seekers during 2002. Revenues from Eurostar and rail freight services through the Tunnel are protected by the Minimum Usage Charge paid to Eurotunnel by the Railways. This agreement continues until November 2006. Non-transport activities Revenue of GBP25 million was generated from non-transport activities, including retail and telecommunications, as well as several non-recurring land sales made in the last quarter of the year which contributed GBP7.5 million. Eurotunnel's 2003 preliminary results will be announced on Monday, February 9, 2004. Eurotunnel manages the infrastructure of the Channel Tunnel and operates accompanied truck shuttle and passenger shuttle (car and coach) services between Folkestone, U.K. and Calais/Coquelles, France. It is market leader for cross-Channel travel. Eurotunnel also earns toll revenue from other train operators (Eurostar for rail passengers, and EWS and SNCF for rail freight) which use the Tunnel. Eurotunnel is quoted on the London, Paris and Brussels Stock Exchanges. CONTACT: EUROTUNNEL Kevin Charles Phone: + 44 (0) 1303 288728 BRUNSWICK GROUP Giles Croot Phone: + 44 (0) 20 7404 5959 EUROTUNNEL Investor enquiries Xavier Clement Phone: + 33 1 55 27 36 27 FSC BLANX: In Administration ---------------------------- Company Name: FSC Blanx Ltd. Company No: 1182451 Com. Business: Suppliers to Film Industry Trade clasif.: 92110 Appointed on: December 4, 2003 Appointed by: Royal Bank of Scotland Type: Administrative Receivers: Finbarr T O'Connell IPno: 7931, Richard J Hill 8027 Firm Name: KPMG Address: PO Box 695 8 Salisbury Square City Postcode: London EC4Y 8BB HEMO ENGINEERING: Calls in Administrators from Begbie Traynor ------------------------------------------------------------- John Kelly and James Martin, partner at Begbie Traynor's Birmingham practice were appointed administrators to Hemo Engineering Plastics, a Black Country plastics molding company, according to icBirmingham. The firm, which specializes in high precision plastics injections molding, has been in business for 75 years. It has a turnover over GBP2 million and employs 50 people. The receivers are trading the company, while they seek for a buyer. Indications of interest have already been received for the company, they said. The firm also produces plastic parts for meters and piping connections in the gas and industrial industry. HOLLINGER INC.: UBS Canada to Advise Barclays on Acquisition ------------------------------------------------------------ The Barclays brothers have hired the Canadian arm of UBS Investment Bank to advise it on a GBP260 million-deal that would see them take over the running of Daily Telegraph and Sunday Telegraph newspapers, The Telegraph said. Sir David and Frederick, owners of Scotsman Publications, recently agreed to acquire Lord Conrad Black's 78% stake in Canadian publishing company Hollinger Inc. through their company Press Holdings International. The Hollinger Inc. stake gives the Barclays 30% of the ordinary shares and 73% of voting rights in Hollinger International, owner of the Telegraph Group in Britain. The Barclays brothers have until January 28 to launch their tender offer. CONTACT: UBS Toronto Office 154 University Avenue Toronto, Ontario M5H 3Z4 Phone: (416) 343-1800 Toll Free: 1-800-268-9709 LONDON BLACK: Administrators Seek Buyers for Business ----------------------------------------------------- Christopher Kim Rayment and Anthony Peter Supperstone of BDO Stoy Hayward, Administrators of Metrocab (U.K.) Plc invite offers for the sale of the business and assets of London Black Taxi Manufacturer and Retailer based in Tamworth, Staffordshire. CONTACT: BDO STOY HAYWARD LLP 125 Colmore Row Birmingham B3 3SD Homepage: http://bdo.co.uk Phone: 0121 200 4633 LONDON CLEARING: Registers Reduction of Share Capital ----------------------------------------------------- Notice is hereby given that an Order of the High Court of Justice, Chancery Division dated December 18, 2003 confirming the reduction of share capital of The London Clearing House Limited and the Minute approved by the Court showing with respect to the capital as altered the several particulars required by the Companies Act 1985 were registered by the Registrar of Companies on December 19, 2003. Dated January 9, 2004. CONTACT: Clifford Chance Limited Liability Partnership 10 Upper Bank Street, London E14 5JJ (Ref: KO) Solicitors to the Company ML LABORATORIES: Considers Share Issue to Cover Cash Shortfall -------------------------------------------------------------- As previously notified, the Company expects to announce its preliminary results for the year ended September 30, 2003 on Wednesday January 28, 2004. The results are expected to be in line with market expectations. In the announcement of the Company's interim results for the six months ended March 31, 2003, the Company stated that it had a reasonable expectation that the Group would have sufficient working capital for its present requirements. The Company has reviewed its current working capital requirements and, as a result of delays in the receipt of milestone income, has concluded that it can no longer have a reasonable expectation that anticipated milestone income in the short term will be sufficient to fund its existing development plans. It has therefore concluded that it should explore ways of raising additional funds. The Company has consistently demonstrated a tight control on working capital and has consistently drawn the attention of shareholders to the reliance of the Company on the timely receipt of milestone income. The Company has concluded that it would be in the best interests of shareholders to continue to pursue its current development plans rather than to curtail development expenditure. The Company has also taken into consideration the views of several institutional investors, which it met during October 2003, and which expressed the view, at that time, that the Company should consider raising funds to provide additional comfort on working capital. It is, therefore, currently considering a potential equity fundraising with the objective of providing further working capital sufficient to reduce the Company's historical dependence on significant milestone receipts going forward. The Company will keep shareholders informed of any developments as appropriate and will provide an update on progress at the time of the preliminary results announcement for the year ended 30 September 2003 which is expected on January 2004. MORGAN CRUCIBLE: Says Restructuring On Track, Near Completion ------------------------------------------------------------- In a restructuring overview, Morgan Crucible stated: Trading since our interim results announcement in September has been in line with the Board's expectations. Operating profit before goodwill amortization and operating exceptionals charges for 2003 is expected to be in excess of GBP40 million. Our markets, taken overall, have stabilized. Demand in Europe has been steady, America has been weak, and in Asia, the smallest of our three geographical markets, demand has grown strongly. The Thermal business has performed better than anticipated. However, the Auto and Consumer business has suffered from weak demand this year in its principal North American market and the Technical Ceramics business has continued to experience weakness in the Aerospace and Semiconductor markets. As anticipated, and as discussed at the interim results presentation, deflationary pricing pressure is a continuing feature of certain of our businesses. Restructuring The restructuring program announced in February 2002 is on track and nearing completion. We have pressed forward with the initial restructuring projects identified by our strategic review in 2003, which we outlined at the interim results. Some of the benefits arising from actions initiated in the second half were achieved in 2003 but the majority will be realized in 2004. Further specific actions are planned for 2004. The Group disposed of a number of non-core activities in 2003 and will continue to dispose of any businesses that fail to meet the required performance criteria. Exceptional Charges Operating exceptional charges for 2003 are expected to be c.GBP68 million. Of this, c.GBP19 million relates to non cash asset write-offs, c.GBP41 million to cash spent in 2003 and c.GBP8 million to provisions made for 2004 expenditure. As a result of business disposals and surplus property sales, non-operating corporate exceptional charges for 2003 are expected to be c.GBP30 million, which include goodwill written-off of c.GBP24 million. Net Debt and Cash Flow Net debt at the year end is expected to be c.GBP249 million compared to GBP252 million at the end of last year. Cash spent on restructuring in 2003 of c.GBP37 million and the GBP28 million redemption of preference shares in July more than offset the net proceeds from disposals during the year. The working capital outflow that occurred in the first six months of the year was reversed, as expected, in the second half. Outlook Although our markets stabilized in 2003, the timing of a recovery remains uncertain. We are not relying on a market upturn to improve Morgan's performance: instead, we are focusing and simplifying our businesses, optimizing our product mix and reducing costs in real terms in order to drive profitability and cash flow generation in 2004 and beyond. CONTACT: FINSBURY Charlotte Hepburne-Scott/Robin Walker Phone: 020 7251 3801 PATTERN RECOGNITION: Appoints John Curley Liquidator ---------------------------------------------------- Notice is hereby given that the voluntary dissolution of the Company commenced on September 16, 2003 & John J. Curley, Director, c/o Pattern Recognition Fund Int'l Mgnt LLC (A British Virgin Islands International Business Company), 360 Madison Avenue, New York, NY, 10017, has been appointed as Liquidator. (Sgd): John J. Curley, Liquidator SCOTIA HOLDINGS: Delivers Scheme of Arrangement to Registrar ------------------------------------------------------------ Notice is hereby given that the Order of the Court sanctioning the scheme of arrangement pursuant to section 425 Companies Act 1985 was delivered to the Registrar of Companies on December 12, 2003, which date became the effective date of the scheme of arrangement. The scheme supervisors invite creditors to submit claims in writing to them for the attention of David Forrester, George House, 50 George Square, Glasgow G2 1RR, United Kingdom, prior to January 27, 2004. Claims will only be considered to rank for dividend if submitted prior to January 27, 2004. Claims who previously submitted a claim form for voting purposes at the statutory meeting on November 25, 2003 may now submit a blank Notice of Claim form by January 27, 2004 and indicate that they wish to rely on the claim form used for the purposes of voting at the statutory meeting. Notice of Claim forms are available from David Forrester, George House, 50 George Square, Glasgow G2 1RR, United Kingdom, Fax No. 00 44 141 626 5001. T M Burton Joint Administrator and Scheme Supervisor Acting as agent of the company only and without personal liability. TENDRING CONSTRUCTION: Offers for Four Contracts Sought ------------------------------------------------------- The administrators of Colchester-based Tendring Construction, PKF, are looking for offers for four of the 18 contracts that the company left after its collapse last month. Tendring, the contractor of the failed social housing project in Hythe, Colchester, left 550 creditors with GBP4.9 million in collectibles from the firm when receivers from PKF were called for the company in December. The collapse of the earth embankment on the housing site in October 2000 incurred the company remedial work cost of GBP800,000. Insurance claims ensuing from the tragedy totaled GBP1.2 million. Independent Insurance was supposed to pay the claims, but it too collapsed. Creditors of Tendring are scheduled to meet February 5. David Merrygold, corporate recovery partner and joint administrator at PKF, said: "The outcome for creditors is dependent on the sale of Tendring's freehold property, which the directors estimate will realize GBP650,000, and the outcome of an insurance claim, which is in excess of GBP1 million." Tendring's assets were estimated worth GBP3.1 million at the time of its fall into administration. CONTACT: PKF David Merrygold, Administrator Pannell House Charter Court Newcomen Way Colchester Essex CO4 4YA Phone: 01206 854485 Fax: 01206 853505 E-Mail: merrygoldd@uk.pkf.com UPC DISTRIBUTION: Amends Terms of EUR3.5 BB Senior Bank Facility ---------------------------------------------------------------- UnitedGlobalCom, Inc. (UGC) (Nasdaq: UCOMA), announced that its subsidiary, UPC Distribution Holding B.V., its wholly owned cable television operation in Europe, has finalized an agreement with lenders under its existing EUR3.5 billion Senior Bank Facility to amend certain terms of the Bank Facility. The existing Bank Facility has been amended to permit the draw down of up to EUR1.0 billion under a New Facility the proceeds of which will be used to fund scheduled amortization of Tranche B between December 2004 and December 2006. The New Facility will have a bullet repayment on June 30, 2009 and will have substantially the same terms as the existing Bank Facility. Subject to indebtedness permitted to fund additional acquisitions, the total size of the combined drawn Facilities will not exceed EUR3.5 billion in aggregate. In addition, amendments have been agreed regarding the financial covenants, prepayment provisions, acquisitions and the acquisition basket, which provide UPC Broadband with greater flexibility going forward. Mike Fries, President and CEO of UGC said, "We are delighted to have agreed to these changes to our Bank Facility which again demonstrates the strong support of our bank group. The New Facility of EUR1.0 billion due in 2009 addresses all of our debt amortization requirements for the next three years and certain other amendments to the Bank Facility will continue to provide our Broadband division with covenant headroom." This press release should be read in conjunction with the form 8K filed with the SEC. About UnitedGlobalCom: UGC is the largest international broadband communications provider of video, voice, and highspeed Internet services with operations in 15 countries. Based on UGC's operating statistics at September 30, 2003, the company's networks pass 12.6 million homes and serve over 9 million RGUs, including 7.4 million video subscribers, 717,900 voice subscribers and 868,000 highspeed Internet access subscribers. In October, Standard & Poor's revised the CreditWatch implications UPC Distribution Holding B.V. to positive from developing to reflect the emergence of UGC Europe, its parent, from bankruptcy on September 3. The corporate credit rating on UPC Distribution Holding B.V. is 'C'. UGC Europe filed for bankruptcy in December 2002; however, UPC Distribution Holding B.V. was able to obtain waivers and amendments that eliminated the cross-default provision under the bank agreement, and UPC Distribution Holding continues to service the bank facility, which totaled $3 billion at June 30, 2003. CONTACT: UNITEDGLOBALCOM, INC. Rick Westerman, CFO Phone: (303) 220-6647 Fax: (303) 770-3464 E-mail: rwesterman@unitedglobal.com Homepage: http://www.unitedglobal.com WATFORD LEISURE: To Receive Fresh Cash, See New Management ---------------------------------------------------------- Chairman Graham Simpson confirmed the resignation of six Watford directors as the company prepares for a cash injection from new investors, according to This is London. Non-executive directors David Meller, David Lester, Charles Lissack, Chris Norton, Haig Oundjian and Tim Shaw resigned from parent company Watford Leisure, but they will remain on the board of Watford Football Club, he said. Director Michael Sherwood has departed earlier. Jimmy and Vincent Russo, who, together with Simpson, are making a cash injection of GBP4.5million into Watford, will took over the running of the company. The club hopes to pay some of its debts and buy back the Vicarage Road freehold - sold to a property developer in August 2002, according to the report. 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 2004. 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 * * *