/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/040127.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, January 27, 2004, Vol. 5, No. 18 Headlines G E R M A N Y BERTELSMANN AG: Gunter Thielen to Remain CEO Until 2007 BERTELSMANN AG: Ousts U.S. Publishing Chief Daniel B. Brewster SGL CARBON: Corporate Credit Rated 'B'; On CreditWatch Negative VAN DER: Specialist Unit Receives 'Wells Notice' from U.S. SEC I T A L Y FESTIVAL CRUISES: Continues Talk with Banks Over Financing PARMALAT FINANZIARIA: Bank of Italy Submits Bond Sale Documents PARMALAT FINANZIARIA: Brazil Unit Closes Milk Production Plant L U X E M B O U R G MILLICOM INTERNATIONAL: U.S. SEC Approves Resale of 2% PIK Notes SGL LUXEMBOURG: Proposed EUR270 MM Subordinated Notes Rated CCC+ N E T H E R L A N D S KONINKLIJKE AHOLD: Disco Sale Hits Snag, But Talks Continue N O R W A Y AKER KVAERNER: Settles Equatorial Tonopah Case for US$101 Mln EUROPAY NORGE: Fitch Withdraws 'C' Individual Rating PETROLEUM GEO-SERVICES: Adopts U.S. GAAP Reporting Method P O L A N D NETIA SA: Andrez Wiercinski Leaves Supervisory Board UPC POLSKA: Court Confirms Chapter 11 Plan of Reorganization S W I T Z E R L A N D ADECCO SA: Gets Health Checkup from CSFB, Goldman Sachs ASCOM: Enters 5-year Outsourcing Agreement with Swisscom U N I T E D K I N G D O M ABERDEEN ASSET: Appoints Cornick, Laing to Board ABERDEEN ASSET: Chairman Highlights Benefits of Outsourcing BALTIMORE TECHNOLOGIES: Puts up Low-cost Share Dealing Service CABLE & WIRELESS: Sells U.S. Operations to SAVVIS for US$167 Mln CANARY WHARF: Reichmann to Finance Offer with Own Cash CATALYST SPORTS: Creditors Have Until Feb. 15 to File Claims EINSTEIN GROUP: Announces Restoration of Trading on AIM HOLLINGER INC.: Black's Stake Sale Treads on Dangerous Grounds HOLLINGER INC.: Several Bids for Telegraph May be Tendered Soon MISCELLANEA OF CHURT: Names Vantis Business Recovery Liquidator OC TEXTILES: Enters Liquidation after Years of 'Difficulty' SIMPLY ORGANIC: Antony Batty & Company Appointed Administrators STODDARD INTERNATIONAL: Loses Finance Director to Terex TENDRING CONSTRUCTION: Creditors Meeting Set February 5 TRADE FOR CHANGE: Creditors Have Until April 9 to Prove Claims ZYZYGY PLC: Narrows Second-half Losses to GBP67,000 * Large Companies with Insolvent Balance Sheets ********* ============= G E R M A N Y ============= BERTELSMANN AG: Gunter Thielen to Remain CEO Until 2007 ------------------------------------------------------- The contract of Chairman and Chief Executive Officer of Bertelsmann AG, Dr. Gunter Thielen, has been extended through August 31, 2007, Dow Jones Newswires reported Friday. The German media services company announced in Gutersloh that its Supervisory Board has unanimously voted to extend the contract with Mr. Thielen, who took on the position of Chairman & CEO in August 2002. Chairman of the Supervisory Board Dieter Vogel was quoted as saying: "Under Gunter Thielen's leadership, Bertelsmann has spent the last year and a half focusing on its core businesses and has significantly improved its operating return on sales. [The] decision ensures continuity at the top of the company. This allows Bertelsmann's executive board, executives and employees to jointly bring the growth and innovation program initiated by Gunter Thielen to a successful conclusion." TCR-Europe previously reported that in June, Moody's said trading environment for Bertelsmann's key activities "remains tough" and its domestic market remains threatened by a further economic downturn. The gloomy outlook loomed even after the operating media and media services company successfully reduced debt burden incurred with the late-2002 acquisition of music company, Zomba, through the disposal of a scientific publishing unit. In November, Bertelsmann said special items, mainly due to the integration of the Zomba music company and restructuring measures at BMG, amounted to minus EUR76 million for the first nine months (previous year: -EUR32 million). BERTELSMANN AG: Ousts U.S. Publishing Chief Daniel B. Brewster ------------------------------------------------------------- Gruner + Jahr announced on January 22, 2004 that Daniel B. Brewster Jr., President and CEO of Gruner + Jahr USA since June 2000, has left the Company. Effective immediately, Axel Ganz, President of Gruner + Jahr's International Magazine Division, will oversee activities at G+J USA along with the senior management team of Gruner + Jahr USA. A search for a successor to Brewster has begun. No other changes to Gruner + Jahr USA's leadership or management are being contemplated. Mr. Ganz states, "On behalf of Gruner + Jahr, I would like to thank Dan for his service and contributions over the past 3 1/2 years, and wish him the best in his future endeavors. We look forward to continued growth and development of our business here in the United States with our current leading magazine brands, and preparing new launches. Gruner + Jahr has a very strong commitment to the U.S. marketplace." This month, Mr. Ganz launched a new magazine in France, Tele 2 Semaines (a television magazine), with newsstand sales of 1 million, making it the most successful launch in French magazine history. He has been a member of the Gruner + Jahr Executive Board for all international G+J magazine publishing operations since 1991. These include operations in France, Italy, Poland, Spain, the U.S., China and Russia. Ganz continues to directly exercise his responsibilities as Managing Director of Prisma Presse, Paris, G+J's largest subsidiary and No. 2 in the French market. A journalist by profession, Mr. Ganz has worked for daily newspapers, general interest magazines, TV and women's magazines. Before joining Gruner + Jahr in 1978 and founding Prisma Presse, Mr. Ganz was the editor in chief and publishing manager for the Bauer and Burda publishing groups. Mr. Ganz is responsible for 16 magazines at Prisma Presse, one of which is Capital France, Europe's largest business magazine. In 1994 Gruner + Jahr took over five magazines from the New York Times group, including Family Circle, YM and Fitness. In 1998, Gruner + Jahr opened up new markets with Geo in Russia and Car & Motor in China. Since that time, Mr. Ganz has added the following G+J titles in these countries: Gala, already a success in France, Germany and Poland, was launched in Russia in 2001. Fumu/Parents was launched in China in 2002. As one of the top-ranked magazine publishers in America, reaching one of the largest readerships in the U.S., Gruner + Jahr USA publishes Child, Family Circle, Fast Company, Fitness, Inc., Parents and YM. Gruner + Jahr USA is 25.1% owned by the Jahr Group and 74.9% owned by Bertelsmann AG, the largest privately held and the fifth largest media company overall in the world with yearly revenues at $17.86 billion. ***** The Wall Street Journal said on Friday that Mr. Brewster's tenure was marred by missteps including the overpriced acquisition of Fast Company, a bitter public spat with former talk show host Rosie O'Donnell over a magazine they jointly published and a controversy over the way the company accounted for the circulation. Bertelsmann executives -- who were concerned above all with the negative publicity the unit attracted -- also worried that Mr. Brewster's divorce was distracting his attention, the report added. G+J is a part of Bertelsmann AG, whose trading environment was described by Moody's as "tough" and its domestic market remains threatened by a further economic downturn. The gloomy outlook loomed even after the operating media and media services company successfully reduced debt burden incurred with the late-2002 acquisition of music company, Zomba, through the disposal of a scientific publishing unit. CONTACT: GRUNER + JAHR USA PUBLISHING 375 Lexington Avenue New York, NY 10017 Phone: 212.499.1621 Fax: 212.499.1629 Sue R.E. Geramian Vice President Phone: 212.499.1621 E-mail: sgeramian@gjusa.com SGL CARBON: Corporate Credit Rated 'B'; On CreditWatch Negative --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' long-term corporate credit to Germany-based SGL Carbon AG, one of the world's two leading players in the production of graphite electrodes for the electric arc furnace steel-making industry. At the same time, the rating was placed on CreditWatch with negative implications. "The CreditWatch placement reflects the high likelihood of a near-term default if the company's proposed EUR266 million rights issue and refinancing are unsuccessful," said Standard & Poor's credit analyst Tommy Trask. "Upon successful completion, the rating will be removed from CreditWatch." Standard & Poor's also assigned its 'CCC+' long-term rating to SGL Luxembourg S.A.'s proposed EUR270 million subordinated notes due 2012, and its 'B' long-term rating to SGL Carbon LLC's proposed $116 million senior secured bank loan due 2009. The bank loan rating is the same as the corporate credit rating, indicating that the senior secured facility lenders can expect meaningful (80%-100%) recovery of principal, as they would benefit from their priority ranking in the capital structure given their first claim on the assets of the company and the lower-than-usual amount of senior bank debt compared with subordinated debt. The subordinated notes are rated two notches below the corporate credit rating because of structural and legal subordination vis-a-vis the senior secured lenders and some trade creditors. The rating on SGL is subject to the successful execution of the company's proposed rights issue and refinancing plan. "It reflects SGL's weak profitability track record, exposure to the cyclical steel industry, expansion into potentially high- growth and high-risk industries (such as fuel cell technology and carbon ceramic brake discs), and very weak financial profile," added Mr. Trask. Positive rating factors include a strong market position in graphite electrodes and related industries, as well as good geographic diversification. The business of producing graphite electrodes for the electric arc furnace steel-making industry is viewed positively from a credit quality standpoint, given the concentration of the industry compared with that of the mini-mill industry (the former's customers). All major industry players have been fined, however, for price fixing relating to activities during the 1990s, and have had to incur significant expenditures in the form of antitrust fines and legal cost in defending and settling related lawsuits. Together with the diversification strategy, these are the key factors behind the poor state of SGL's financial position today. The company has breached financial covenants under its existing bank loans, which have been waived until Feb. 29, 2004. The proposed refinancing involves a rights issue of approximately EUR266 million, the earlier-mentioned EUR270 million of subordinated notes, and senior bank debt of EUR318 million. Standard & Poor's understands that the rights issue is underwritten by Credit Suisse First Boston (CSFB) and Dresdner Kleinwort Wasserstein (DKW), the bank loan by CSFB, Bayerische Landesbank, Deutsche Bank Luxembourg S.A., and DKW, and a bridge loan in support of the sale of the high-yield notes by CSFB and Deutsche Bank AG. Going forward, the company is expected to focus on cash-flow generation and debt repayment. Capital expenditures are expected to remain at or below EUR54 million per year, and no further acquisitions are factored into the ratings. VAN DER: Specialist Unit Receives 'Wells Notice' from U.S. SEC -------------------------------------------------------------- As Van der Moolen previously announced in its October 16, 2003 press release, the New York Stock Exchange has been conducting an investigation and has indicated its intent to initiate disciplinary proceedings against Van der Moolen's majority-owned subsidiary, Van der Moolen Specialists USA, based on specialist trading activity that is alleged to have disadvantaged customers who entered orders via the NYSE's Designated Order Turnaround System. Van der Moolen announced that Van der Moolen Specialists has received a "Wells Notice" from the Staff of the United States Securities and Exchange Commission. The Wells Notice notifies the company that the SEC Staff is considering recommending that the SEC bring a civil enforcement proceeding against Van der Moolen Specialists for possible violations of federal securities laws and NYSE rules arising from specialist trading activity. The NYSE also has restated its intent to bring a formal disciplinary action against Van der Moolen Specialists for possible violations of federal securities laws and NYSE rules arising from the same alleged conduct. Under SEC procedures, a Wells Notice affords Van der Moolen Specialists an opportunity to present its position to the SEC Staff before the Staff makes a formal recommendation regarding any action to be taken against Van der Moolen Specialists. The NYSE also has solicited additional information from Van der Moolen Specialists concerning reasons why a formal disciplinary action should not be brought. Van der Moolen will continue to provide further information to the SEC and NYSE in response to their requests and intends to cooperate with the SEC and NYSE in connection with their investigations. Van der Moolen trades on the leading U.S. and European equity, option and fixed income exchanges. The group trades in open outcry and electronic markets in several time zones. On the NYSE, Van der Moolen currently has a market share of more than 10% of transaction volume for which it acts as specialist. Van der Moolen's traders worldwide execute an average of 75,000 trades a day. Turnover and price volatility are the most important factors influencing its results. Van der Moolen's shares are listed on Euronext Amsterdam (VDMN.AS). American Depositary Receipts (ADRs) representing Van der Moolen shares are listed on the NYSE (VDM). ========= I T A L Y ========= FESTIVAL CRUISES: Continues Talk with Banks Over Financing ---------------------------------------------------------- Festival Cruises said Wednesday it is continuing negotiations with a number of banks in order to achieve a resolution of the differences that have arisen with shipbuilder Alstom and bank Credit Agricole in the last few days. These have led to the immobilization of three of the company's ships since Sunday evening, the last of these being European Vision that was halted in Barbados on Wednesday. Festival is a viable, ongoing business and is optimistic that an agreement can be reached to the satisfaction of all parties very shortly. Unfortunately a solution to resolve the current problems involving these three vessels has not been finalized by Wednesday, as earlier had been hoped, and therefore Festival acknowledges the possibility that immediately forthcoming cruise departures for the same ships may be affected. The company sincerely regrets any disruption to its passengers' holiday schedules that may occur and is making every effort to prevent further disappointments. Additional announcements relative to these ships will be made shortly. PARMALAT FINANZIARIA: Bank of Italy Submits Bond Sale Documents --------------------------------------------------------------- Italy's central bank on Saturday handed to Rome's tax police documents related to Parmalat's bond sale, according to Reuters. The report quoted one judicial source saying the documents had been requested from the Bank of Italy by police "already in the months of June, July, August," adding that additional documents have been requested three months ago. Bourse regulator, Consob, confirmed a report that it had also handed over documents to police in relation to the investigation into the dealings of the group, who was found to have an accounting gap potentially worth EUR10 billion. Parmalat founder Calisto Tanzi is currently in jail in relation to his role in the fiasco. Also currently under examination by the court are contents of the briefcase left at the car of Alessandro Bassi, the Parmalat administrative officer who killed himself Friday by jumping off a bridge a few kilometers from the company's headquarters in Parma, according to Agencia Giornalistica. PARMALAT FINANZIARIA: Brazil Unit Closes Milk Production Plant -------------------------------------------------------------- Parmalat Brasil S.A. Industria de Alimentos cut 120 jobs and closed a milk production line in the city of Santa Helena de Goias. In a statement on January 14, 2004, Parmalat Brazil said that it moved the production of its long-life milk to two other plants in the states of Rio Grande do Sul and Pernambuco. The measure will allow the company to concentrate its operations to increase efficiency, the statement said. Parmalat is Brazil's second largest dairy company. (Parmalat Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000) =================== L U X E M B O U R G =================== MILLICOM INTERNATIONAL: U.S. SEC Approves Resale of 2% PIK Notes ---------------------------------------------------------------- Millicom International Cellular S.A. (Nasdaq:MICC), announced Friday that its registration statement on Form F-3 with the U.S. Securities and Exchange Commission covering resales by certain selling security holders of Millicom's 2% Senior Convertible PIK Notes due 2006 and the shares of Millicom common stock issuable upon conversion of the Notes has been declared effective by the SEC. Millicom will not receive any proceeds from the resale of the Notes or the common stock by such holders. The Notes were originally issued in May 2003 in an exchange offer and consent solicitation transaction exempt from the registration requirements of the Securities Act. The registration statement was filed to comply with Millicom's obligations under the indenture governing the Notes. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Millicom International Cellular S.A. is a global telecommunications investor with cellular operations in Asia, Latin America and Africa. It currently has a total of 16 cellular operations and licenses in 15 countries. The Group's cellular operations have a combined population under license of approximately 382 million people. In addition, MIC provides high-speed wireless data services in five countries. CONTACT: MILLICOM INTERNATIONAL CELLULAR S.A., LUXEMBOURG Marc Beuls, President and Chief Executive Officer Phone: +352 27 759 101 ANDREW BEST Investor Relations Shared Value Ltd, London Phone: +44 20 7321 5022 Homepage: http://www.millicom.com SGL LUXEMBOURG: Proposed EUR270 MM Subordinated Notes Rated CCC+ ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC+' long-term rating to SGL Luxembourg S.A.'s proposed EUR270 million subordinated notes concurrent with the assigning of a 'B' long- term corporate credit to Germany-based SGL Carbon AG. The notes are due 2012. SGL Carbon's rating was placed on CreditWatch to reflect "the high likelihood of a near-term default if the company's proposed EUR266 million rights issue and refinancing are unsuccessful," said Standard & Poor's credit analyst Tommy Trask. The subordinated notes are rated two notches below the corporate credit rating because of structural and legal subordination vis- a-vis the senior secured lenders and some trade creditors, the rating agency said. SGL Carbon AG, one of the world's two leading players in the production of graphite electrodes for the electric arc furnace steel-making industry. ===================== N E T H E R L A N D S ===================== KONINKLIJKE AHOLD: Disco Sale Hits Snag, But Talks Continue ----------------------------------------------------------- Ahold confirmed Friday that exclusive negotiations with joint prospective buyers, the investor Mr. Fransisco de Narvaez and Casino Guichard Perrachon S.A., for the sale of Ahold's controlling stake in the Argentine supermarket chain Disco S.A. have ended. Both parties could not reach final agreement. Discussions on the sale of Disco are continuing with interested parties but cannot be commented on in detail 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. As of June 30, 2003, Disco S.A. operated 237 stores in Argentina. CONTACT: AHOLD CORPORATE COMMUNICATIONS Phone: +31.75.659.57.20 =========== N O R W A Y =========== AKER KVAERNER: Settles Equatorial Tonopah Case for US$101 Mln ------------------------------------------------------------- Aker Kvaerner has recently resolved a number of disputes, including the case between Kvaerner U.S. Inc. and Equatorial Tonopah, and agreed a series of property transactions in Scandinavia and the USA. While the combined accounting effects of these agreements and transactions is a loss of NOK275 million, the cash effects are positive with more than NOK200 million. The settlement with Equatorial involves payments of US$101 million by Aker Kvaerner's U.S. subsidiary to Equatorial. Insurance proceeds will cover US$75 million of the US$89 million that will be paid now. The remaining amount will be paid in two US$6 million installments in 2005 and 2006 respectively. The parties have agreed to discontinue all legal processes and close the books concerning the Tonopah project in Nevada, USA. The accounting effect for the Equatorial settlement was an exceptional charge of NOK330 million in the fourth quarter 2003, including costs and write-off of receivables. As previously reported the Aker Kvaerner group has a number of ongoing legal disputes, most of which originated in 2001 and before. The group is working diligently to resolve these cases without incurring unnecessary costs. During the fourth quarter 2003, close to fifteen such cases were resolved without significant negative accounting and cash effects. Among the more significant are an insurance claim related to the construction of a drilling rig at Kvaerner Warnow Werft in 2001 and a project dispute related to a Scottish waste treatment plant that started up in 1999. Under a separate program, Aker Kvaerner has aimed to release capital through sales and leaseback of real estate. In the fourth quarter 2003, agreements were made to sell properties in Sweden, Norway and the U.S., some of them are still pending completion of due diligence. The combined accounting effect of these transactions is a gain of NOK55 million in the first quarter of 2004, while the accumulated cash flow will be positive NOK375 million. Aker Kvaerner ASA is through its subsidiaries and affiliates a leading global provider of engineering and construction services, technology products and integrated solutions. The business within Aker Kvaerner spans a number of industries, including Oil & Gas production, Refining & Chemicals, Pharmaceuticals & Biotechnology, Mining & Metals, Power, Pulping and Shipbuilding. Aker Kvaerner has aggregated annual revenues of approximately USD$6 billion and employs around 35,000 employees in more than 30 countries. CONTACT: Investor relations Tore Langballe, Vice President Aker Kvaerner ASA, Group Comms. Phone: +47 907 77 841 EUROPAY NORGE: Fitch Withdraws 'C' Individual Rating ---------------------------------------------------- Fitch Ratings withdrew Europay Norge's Individual rating at the request of management. The Individual rating at the time of withdrawal was 'C'. Europay Norge is the leading provider of merchant acquiring services and the second largest card issuer in Norway. In January 2003 Skandinaviska Enskilda Banken (SEB: Long-term rating 'A+', Short-term 'F1', Individual 'B/C', Support '1') of Sweden purchased EPN for NOK1 billion and Europay Norge is now a subsidiary of SEB Kort AB, itself a leading credit card company in the Nordic region. SEB is the second largest Swedish banking group by assets and Sweden's second largest life insurance group and had assets of c.SEK1,305 billion at end-June 2003. PETROLEUM GEO-SERVICES: Adopts U.S. GAAP Reporting Method --------------------------------------------------------- Petroleum Geo-Services ASA (OSE: PGS; OTC: PGEOY) updates the basis upon which it will implement "fresh start" reporting under U.S. Generally Accepted Accounting Principles. The Company, which emerged from Chapter 11 on November 5, 2003, will adopt "fresh start" reporting for financial statement purposes, effective as of November 1, 2003 in accordance with American Institute of Certified Public Accountants Statement of Position No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7"). Under SOP 90-7, the Company is required to adjust the recorded value of its assets and liabilities to reflect their fair market value as of the emergence date. As a result of the Company emerging from Chapter 11 proceedings and adopting "fresh start" reporting, the financial position and results of operations of the reorganized Company will not be comparable to the financial position and results of operations reflected in the historical financial statements of the Company for periods prior to November 2003. Accordingly, the Company will value its assets and liabilities at fair market value with any excesses or shortfalls in such values, as compared to the reorganization value of the Company, being reflected as goodwill or reductions of assets, respectively. The Company is in the process of determining the fair market value of its assets and liabilities as of the date of emergence from Chapter 11, including obtaining third party appraisals. The reorganization value, currently estimated at US$ 1.5 billion, was previously disclosed in connection with the Company's Chapter 11 reorganization, and was used as a basis for its plan of reorganization. This reorganization value was determined based on, among other things, various valuation methodologies and projections developed by the Company in connection with the Chapter 11 reorganization. However, it does not purport to constitute an appraisal or necessarily reflect the current market value of the Company as a whole or of its securities or assets, which current market value as of today might be significantly higher or lower than such estimated reorganization value. Once finalized, the valuations adopted by the Company for "fresh start" reporting may result in substantial downward adjustments in the historical values of the Company's assets as compared with the values carried on the Company's historical financial statements prior to November 2003. The actual amount of any such adjustments will depend on various factors, including among other things, the finalization of all audits in process for periods occurring prior to emergence from Chapter 11 and the fair market value attributed to the assets and liabilities of the Company at the time of emergence. The Company's unaudited preliminary analysis indicates the following value, as of November 1, 2003, of major assets (in US$ millions): ASSET AMOUNT FPSOs and associated contracts $700 - $800 Seismic vessels and equipment 330 - 370 Multi-client library 400 - 450 Furthermore, the Company's preliminary unaudited analysis values the post reorganization debt at approximately US$ 1.3 billion, a substantial reduction compared to the pre-reorganization debt of approximately US$ 2.5 billion. The residual post reorganization book equity is expected to be between US$ 325 and US$ 350. As previously disclosed on November 28, 2003, the Company continues to work on completing under US GAAP an audit of the Company's 2002 financial statements and a re-audit of the Company's 2001 financial statements and on addressing certain material weaknesses in its system of internal controls over financial reporting. The Company is also working on the audit of its financial statements for 2003. There can be no assurance, however, as to whether or when these audits and re- audit can be completed. In addition, as previously disclosed, if and when completed, the audit and re-audit could result in restatements of the Company's previously filed U.S. GAAP audited financial statements and restatements or other adjustments to its 2003 U.S GAAP financial statements. Those restatements and adjustments could be material, although they are expected to be of a non-cash nature. Furthermore, there can be no assurance that the audit and re-audit, although being conducted for US GAAP purposes, will not have an impact on Norwegian GAAP financial statements. Petroleum Geo-Services is a technologically focused oilfield service company principally involved in geophysical and floating production services. Petroleum Geo-Services provides a broad range of seismic- and reservoir services, including acquisition, processing, interpretation, and field evaluation. Petroleum Geo-Services owns and operates four floating production, storage and offloading units. Petroleum Geo-Services operates on a worldwide basis with headquarters in Oslo, Norway. For more information on Petroleum Geo-Services visit http://www.pgs.com. CONTACT: PETROLEUM GEO-SERVICES Sam R. Morrow Svein T. Knudsen Phone: +47-67-52-6400 Suzanne M. McLeod Phone: +1 281-589-7935 =========== P O L A N D =========== NETIA SA: Andrez Wiercinski Leaves Supervisory Board ---------------------------------------------------- Netia S.A. (WSE:NET), Poland's largest alternative provider of fixed-line telecommunications services, announced that it was informed Friday about Mr. Andrzej Wiercinski's resignation from his position as a member of Netia's supervisory board. His resignation will be effective on the day immediately following the supervisory board's approval of Netia's 2003 financial statements, but no later than March 5, 2004. Mr. Andrzej Wiercinski is resigning from his position as a member of Netia's supervisory board as, in his opinion, his role as a member of the supervisory board connected with Netia's financial restructuring process ended with the completion of that process. In addition, due to his other, newly-commenced professional activities, Mr. Andrzej Wiercinski believed he would not be able to devote enough time and effort to fulfill the duties required of a member of the supervisory board. At the same time, with respect to the duties of a supervisory board member, Mr. Wiercinski has indicated that he wishes to participate in the process of the board's approval of Netia's 2003 financial statements. CONTACT: NETIA S.A. Anna Kuchnio (IR) Phone: +48-22-330-2061 UPC POLSKA: Court Confirms Chapter 11 Plan of Reorganization ------------------------------------------------------------ In connection with its ongoing recapitalization, UPC Polska, LLC announced Thursday that the U.S. Bankruptcy Court confirmed the company's Chapter 11 Plan of Reorganization. All classes allowed to vote, voted in favor including: Class 3 (UPC Polska Note Claims (excluding Telecom Owned UPC Polska Note Claims)) USD 274,859,246.00, representing 78.56% of the amount voted; Class 4 (Telecom Owned UPC Polska Note Claims, Belmarken Note Claims, Telecom Pari Passu Note Claims and Affiliate Indebtedness Claims) USD 563,963,048.69, representing 100% of the amount voted; Class 5 (General Unsecured Claims) USD 15,323,889.80, representing 70.41% of the amount voted. The Plan provides that third-party noteholders will receive a total of USD 80.0 million in cash, USD 100.0 million in new 9.0% UPC Polska notes due 2007, and a number of shares of common stock of UnitedGlobalCom, Inc., an indirect parent of the Company, worth USD 14.5 million based on the closing price of UGC common stock as reported on NASDAQ on December 15, 2003, in exchange for the cancellation of the claims of third-party noteholders. UPC Telecom B.V. and Belmarken Holding B.V. will receive USD 15.0 million in cash and 100% of the newly issued membership interests denominated as stock of the reorganized Company in exchange for the cancellation of their claims and will not receive any consideration for their existing equity interest in the Company. UPC Polska intends to complete its restructuring by the end of the first quarter 2004. UPC Polska LLC through its Polish subsidiaries, operates one of the largest cable systems in Poland with approximately 1,872,800 homes passed and approximately 1 million subscribers at the end of September 2003. The Company is 100% owned by a subsidiary of UGC Europe, Inc., which is one of the leading broadband communications and entertainment companies in Europe. Through its broadband networks, UGC Europe provides television, Internet access, telephony and programming services. UGC Europe is a wholly owned subsidiary of UnitedGlobalCom, Inc. (NASDAQ: UCOMA). CONTACT: UGC EUROPE Claire Appleby UGC Europe Investor Relations Phone: +44 (0) 207 838 2001 E-mail: ir@ugceurope.com Bert Holtkamp UGC Europe Communications & PR Phone: +31 (0) 20 778 9447 E-mail: corpcomms@ugceurope.com NBS PUBLIC RELATIONS Marek Kuderski Phone: +48 (0) 22 826 74 18 ===================== S W I T Z E R L A N D ===================== ADECCO SA: Gets Health Checkup from CSFB, Goldman Sachs ------------------------------------------------------- Senior bankers from Credit Suisse First Boston (CSFB) and Goldman Sachs are helping Adecco steady its course following a revelation of accounting and procedural irregularities in the world's biggest temporary employment group this month. Neither bank would confirm its role, but they are understood to have checked on the group's financial modeling, and assessed liquidity. They were particularly successful in preventing a further downgrade by Standard & Poor's of the company's ratings, one banker close to the case said, according to the Financial Times. Adecco's rating was put in 'BBB-' following a terse statement from the company of potential problem at its American operation. CSFB is Adecco's long established domestic investment bank, while Goldman Sachs has also acted regularly for the company. The two were called in on January 16. ASCOM: Enters 5-year Outsourcing Agreement with Swisscom -------------------------------------------------------- Swisscom IT Services and Ascom have signed an agreement governing the outsourcing of Ascom's IT services in Switzerland over the next five years. For Swisscom IT Services the takeover represents an important move in its strategic direction as a specialist in outsourcing solutions. The outsourced services primarily cover distributed IT services as well as SAP operation and application support for some 1,600 users in Switzerland. The 60 or so employees of Ascom Informatik AG will be transferred to Swisscom IT Services as part of the outsourcing agreement. As an outsourcing specialist, Swisscom IT Services will enhance Ascom's competitiveness by ensuring the professional operation of the company's IT services. Riet Cadonau, a member of the Ascom Executive Board and responsible, among other things, for the outsourcing project, commented: "Over the next five years we anticipate a reduction in operating costs while maintaining the high quality of our services and optimizing existing IT investments." According to Urs Stahlberger, CEO of Swisscom IT Services Ltd, "This agreement underscores our position as one of the leading IT service providers in Switzerland. As a specialist in outsourcing services we provide efficient, optimized services that will allow Ascom to concentrate on its core business." Ascom Ascom is an international solutions provider with comprehensive technological know-how. In the fields of Transport Revenue (revenue collection and parking systems), Security Solutions (applications for security, communications, automation and control systems for infrastructure operators, public security institutions and the army), Network Integration (network solutions for the data/voice convergence market) and Wireless Solutions (high-quality onsite communications solutions) with a wealth of experience in the implementation of complex projects for demanding customers, the company has established itself in important key markets. Ascom's offerings range from analysis and consulting to system design and integration, project management, engineering and implementation, maintenance and support. The company operates subsidiaries and branch offices in 23 countries and has a worldwide workforce of around 5000. Ascom registered shares (ASCN) are listed on the SWX Swiss Exchange in Zurich. Swisscom IT Services Swisscom IT Services is a leading Swiss IT service provider with business activities focused on selected sectors of the Swiss market. By combining local sector-specific know-how and international technology trends, Swisscom IT Services enhances the competitiveness of its customers. The company possesses many years of experience and wide-ranging competences in the fields of telecommunications and financial services and is making targeted inroads into the public administration (government) and healthcare sectors. A specialist in the field of outsourcing services, Swisscom IT Services also caters to customers outside the core and target sectors. The company operates and develops eTrade solutions for the Conextrade electronic business-to-business platform. Swisscom IT Services is a Swisscom subsidiary and, with some 2300 employees, is part of a successful Group. The headquarters are located in Ostermundigen, near Berne CONTACT: SWISSCOM LTD. Group Media Relations Alte Tiefenaustrasse CH-3048 Worblaufen Phone: +41 31 342 91 93 Fax: +41 31 342 06 70 E-mail: media@swisscom.com Homepage: http://www.swisscom.com ASCOM CORPORATE MEDIA OFFICE Ascom Management AG Bettina Cohen Head Corporate Communications Belpstrasse 37 CH-3000 Berne 14 Phone: +41 31 999 43 44 Fax: +41 31 999 21 17 E-mail: media@ascom.com Homepage: http://www.ascom.com =========================== U N I T E D K I N G D O M =========================== ABERDEEN ASSET: Appoints Cornick, Laing to Board ------------------------------------------------ Aberdeen Asset Management PLC announces that Mr. Roger Cornick has been appointed non-executive director of the Company. Mr. Cornick was with Perpetual PLC for 18 years, serving latterly as Deputy Chairman from 1987 to 2000. Mr. Cornick has over 25 years experience in marketing and sales. The company also announces that Mr. Andrew Laing, has been appointed an executive director of the Company. Mr. Laing, the Chief Operating Officer, joined the Group in 1986. The company also announces that Mr. Donald Waters has been appointed Senior Independent Director. In addition, the Company would like to announce the resignation of Mr. David Woods as non-executive director and Deputy Chairman and Mr. Norman Reid as an alternate director. The Board would like to record their thanks for their valuable contributions and support. The Company confirms that there is no information to be disclosed under Para 6F.2 (b) to (g) of the Listing Rules. CONTACT: ABERDEEN ASSET MANAGEMENT Phone: 020 7463 6000 Martin Gilbert, Chief Executive Officer GAVIN ANDERSON Phone: 020 7554 1400 Mark Lunn ABERDEEN ASSET: Chairman Highlights Benefits of Outsourcing ----------------------------------------------------------- As you will have seen from the Annual Report, the year to September 30, 2003 was a very busy period for the Group, with a number of asset disposals and acquisitions in what was a year of challenging market conditions. Although we are mindful that we are now operating in a sustained low growth environment, the first quarter of our new financial year has seen a welcome improvement in global stocks markets following the longest bear market in over a generation. As was reported at the Preliminary Results, the Group now operates from a significantly improved financial position, albeit the structure of our business has changed as a consequence. Our acquisition of Edinburgh Fund Managers in October 2003 has strengthened the institutional equity and fixed income asset management business and investment management teams of the combined Group and the streamlined investment process has begun to see a marked pick up in fund raising activities. Outstanding performance from Asian equities continues to attract attention and this plays to the Group's strengths. The integration of Aberdeen Asset Management and Edinburgh Fund Managers is proceeding well with the Edinburgh business/office now operating on the same group technology and communications platform that exists across the Aberdeen Asset Management Group worldwide. Following this transaction we will continue to focus on the enhancement of our investment process under Anne Richards, formerly joint Managing Director of Edinburgh Fund Managers, who has been appointed Group Chief Investment Officer, and on re-grouping around our core strengths in equity and fixed interest fund management. Our commitment to adopting regulatory best practice and maintaining the highest levels of client service, remain key priorities. The Financial Services Authority is continuing its review of the Split Capital Investment Trust sector and we await their findings. The first quarter of the new financial year has been encouraging in terms of securing new clients and I am pleased to report the Group has achieved gross new business inflows of GBP856 million (GBP470 million net) in the three months to December 31, 2003. Taking account of mandates awarded but not yet funded, the [recent] figures are now GBP1,503 million of gross new business (GBP1,102 million net). Whilst there remains much to achieve, your Board will continue to focus on improving margins and returns for shareholders whilst seeking to reduce operating costs and disposing of non- core activities. I am very pleased to welcome two new directors, Roger Cornick, formerly Deputy Chairman of Perpetual plc, with a long and successful background in sales and marketing and Andrew Laing, Chief Operating Officer of Aberdeen Asset Management PLC. I would like to bid farewell to David Woods, our Deputy Chairman, who joined the Board in 1997 and to thank him for his valuable contribution and support over the last six years. Donald Waters will replace David as Senior Independent Director. I also bid farewell to Norman Reid, who has served as an alternate director since 2001. I would also like to thank him for his contribution and support. Charles Irby Chairman ASSETS UNDER MANAGEMENT 31 Dec 03 % 30 Sep 03 % GBP million GBP million 5,269 22.9 4,690 22.8 Unit Trusts & OEICs 2,222 9.6 2,327 11.3 Investment trusts & closed-end funds 5,116 22.2 3,989 19.4 Institutional funds 8,098 35.1 7,522 36.5 Offshore funds 1,504 6.5 1,227 5.9 Discretionary 404 1.8 389 1.9 accounts Private Equity 447 1.9 455 2.2 23,060 100.0 20,599 100.0 Equities: UK 5,989 26.0 4,814 23.4 Europe 1,238 5.4 1,235 6.0 North America 1,313 5.7 870 4.3 Asia Pacific 2,794 12.1 1,950 9.5 Japan 368 1.6 400 1.9 Emerging markets 216 1.0 194 0.9 Fixed interest & cash 5,448 23.6 5,468 26.5 Property 5,694 24.6 5,668 27.5 23,060 100.0 20,599 100.0 All resolutions proposed to the Annual General Meeting were duly passed with over 99% of the proxies lodged voting in favor of each resolution. A short presentation made at the Annual General Meeting by the Chief Executive is available on the Group's web-site, at http://www.aberdeen-asset.com CONTACT: ABERDEEN ASSET MANAGEMENT Phone: 020 7463 6000 Martin Gilbert, Chief Executive Officer GAVIN ANDERSON Phone: 020 7554 1400 Mark Lunn BALTIMORE TECHNOLOGIES: Puts up Low-cost Share Dealing Service -------------------------------------------------------------- Baltimore Technologies plc posted this letter to all Baltimore shareholders on Friday: Dear Shareholder, When I last wrote to you at the beginning of December to update you on the developments at Baltimore Technologies, I mentioned that the Board was looking at putting a voluntary low cost share dealing service in place to help those investors who hold a small number of shares. I am writing to you now to announce the introduction of this service, together with the launch of a special shareholder helpline. Voluntary share dealing service Although we welcome all small shareholders, we recognize that due to Baltimore's history a large number of very small shareholders exist on the register. For those persons we recognize that it may be uneconomic to sell such a small shareholding, given typical share dealing costs. Consequently, all shareholders who hold up to 500 Baltimore Technologies shares will soon be able to use a voluntary, low cost, postal share dealing service. Using this service, such shareholders can either buy more Baltimore Technologies shares, up to a value of GBP5,000, or sell their entire Baltimore Technologies shareholding, with a transaction fee of one penny per share. Shareholders with more than 500 shares who wish to trade should contact their bank, IFA or broker in the usual way. There will also be an option to donate to charity the cash proceeds of any share sale through ShareGift -- the charity share donation scheme. Details of how to take part are enclosed with this letter to those shareholders with up to 500 shares. Shareholder information line We have established a toll-free shareholder information line, operational, which all shareholders can call for help with general enquiries, to access this service please call Freephone 00800 8888 8080 (or +44 20 7335 5704 if calling from outside the U.K. and the Republic of Ireland). The information line is open between 09.00 and 17.30 Monday to Friday. General update I am also keen to keep you informed of developments at your company and to update you on our progress at securing value for the business. We are continuing to work hard in all our shareholders' interests to resolve the company's remaining liabilities and to monetize residual non-cash assets. As stated in our letter to you of 5 December, over the last 21 months since the current management took over, GBP41 million of cash has been raised from disposals, and monthly operating losses have been cut by GBP5.5 million. We hope to be able to update you with further information in respect of our efforts in this regard shortly. We are also continuing to review the strategic options facing the company, which are essentially either returning cash to shareholders by liquidating the company or investing in another business through acquisition. We are making progress and, as I stated in December, the Board expects to be able to make a recommendation to shareholders for approval by the time that Baltimore Technologies announces its audited full year results by the end of March. I look forward to updating you on further progress shortly. Bijan Khezri Executive Chairman If you have sold or otherwise transferred all of your holding of shares in Baltimore, you should forward this letter to the Banker, Broker or person to whom the sale or transfer was effected for transmission to the purchaser or transferee. About Baltimore Technologies Following the completion of the disposal of Baltimore Technologies' core PKI authentication business on December 2, 2003 the continuing Group's assets consist primarily of cash, the Company's residual hardware and software support businesses and a range of property interests. CONTACT: SMITHFIELD Phone: 020 7360 4900 Andrew Hey Nick Bastin Will Swan CABLE & WIRELESS: Sells U.S. Operations to SAVVIS for US$167 Mln ---------------------------------------------------------------- Cable and Wireless plc noted on January 23, 2004 that, following a court-supervised bidding process, Cable & Wireless USA, Inc. and Cable & Wireless Internet Services, Inc., together called Cable & Wireless America, have entered into an agreement with SAVVIS Communications Corporation (NASDAQ: SVVS), to acquire substantially all of the assets of CWA for a sum of US$155 million in cash and approximately US$12.4 million of assumed liabilities. Cable and Wireless plc announced on December 8, 2003 that an affiliate of Gores Technology Group LLC had entered into an agreement with CWA to acquire the U.S. Businesses for a sum of US$125 million. The Purchase Price was payable subject to certain business performance targets which, if not satisfied, could have resulted in the Purchase Price being reduced to not less than US$50 million. As a condition of the Asset Purchase Agreement and at the request of Gores Technology, CWA conducted the sale of the U.S. Businesses under Chapter 11 Section 363 of the U.S. Bankruptcy Code. Other qualifying bidders were given an opportunity to submit higher and better offers for the U.S. Businesses through a court-supervised competitive bidding process. The SAVVIS Communications Offer was approved by the Board of CWA and the U.S. Bankruptcy Court on January 23, 2004 and has replaced the Gores Offer. CWA expects that the sale transaction with SAVVIS Communications will close in the first calendar quarter of 2004, subject to certain regulatory approvals. The sale proceeds will be applied to satisfy outstanding liabilities of CWA. (The announcement by CWA following the approval of the SAVVIS Communications Offer by the U.S. Bankruptcy Court is reproduced at the end of this announcement.) Cable and Wireless plc continues to expect that the remaining cash costs of exit to the Cable & Wireless Group, including the `debtor-in-possession' financing, from October 1, 2003 to completion of the Chapter 11 process, will not exceed GBP300 million. This release was issued by CWA on January 23, 2004: Cable & Wireless USA, Inc. and Cable & Wireless Internet Services, Inc., together with certain of their subsidiaries, announced that the U.S. Bankruptcy Court in Phoenix, Arizona has approved the proposed sale of CWA's hosting and IP solutions assets to SAVVIS Communications Corporation (NASDAQ: SVVS). The sale transaction is expected to close in the first quarter of 2004, subject to certain regulatory approvals. Under terms of a definitive asset purchase agreement signed by the parties Friday, SAVVIS will acquire substantially all of the CWA assets for US$155 million in cash and assumed liabilities of approximately US$12.4 million. SAVVIS delivers IP VPNs (Internet protocol virtual private networks), managed hosting and Internet services to enterprises around the world through an IP infrastructure spanning 45 countries. CWA will continue normal operations through completion of this proposed sale. CWA remains focused on its core competencies of hosting and IP services while delivering uninterrupted service to its customers. John S. Dubel, CWA's chief executive officer, said: "We are pleased to be one important step closer to completing the sale transaction with SAVVIS. Both SAVVIS and CWA are committed to growing our combined businesses by providing exceptional quality and service to our customers and ensuring they continue to receive the highest level of care." On December 8, 2003, CWA announced that it had entered into an asset purchase agreement with an affiliate of Gores Technology Group, LLC for the sale of its hosting and IP solutions businesses. In accordance with the terms of this agreement and to facilitate a sale transaction, CWA filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code. In compliance with Section 363 of the Bankruptcy Code, qualifying bidders then had an opportunity to submit higher and better offers for CWA's evaluation through a court-supervised competitive bidding process. SAVVIS was chosen as the winner at a two-day auction concluded on January 22, 2004. The sale proceeds from this process will be applied toward certain outstanding liabilities. About CWA CWA is among the leading providers of complex hosting and IP solutions for global enterprises, counting 40% of the Fortune 100 among its customers. Its portfolio of services includes a wide range of flexible and secure IP connectivity and networking solutions along with complete and secure infrastructure to support complex web hosting. For more information about CWA, go to http://www.cwusa.com About SAVVIS Communications SAVVIS Communications (NASDAQ: SVVS) is a leading Managed Services Provider that delivers private IP VPNs (virtual private networks), hosting, IP voice and application services to businesses. SAVVIS solutions are designed for industries with demanding IP requirements, including legal, media, retail, professional services, healthcare, manufacturing, and financial services. With its recent acquisition of the commercial business of WAM!NET, the company now delivers fully managed media services that enable organizations to share, collaborate, store and manage content with their partners and clients, and accelerate their workflows in the process. SAVVIS was ranked number 3 in IP VPN market share by IDC in its 2003 report, trailing only AT&T and MCI/WorldCom. Known as The Network that Powers Wall StreetSM, its network reliability was declared 'perfect' in Network World magazine's groundbreaking study of backbone performance. In 2003, SAVVIS won the American Business Awards 'Stevie'TM in the category of Best Customer Service Organization. SAVVIS' managed hosting services were awarded the Service Provider Excellence Award by Boardwatch magazine for its virtualized approach to managed hosting, and the Market Engineering Award from Frost & Sullivan for product differentiation and innovation. For more information about SAVVIS' Intelligent IP NetworkSM and managed hosting solutions, visit: http://www.savvis.net. For information about WAM!NET visit http://www.wamnet.com About Cable and Wireless plc Cable & Wireless is one of the world's leading international communications companies. It provides voice, data and IP (Internet Protocol) services to business and residential customers, as well as services to other telecoms carriers, mobile operators and providers of content, applications and Internet services. Cable & Wireless' principal operations are in the United Kingdom, continental Europe, Japan, the Caribbean, Panama, the Middle East and Macau. For more information about Cable & Wireless, go to http://www.cw.com CONTACT: CABLE & WIRELESS Investor Relations Louise Breen Phone: 020 7315 4460 Caroline Stewart Phone: 020 7315 6225 Virginia Porter Phone: +1 646 236 1758 CANARY WHARF: Reichmann to Finance Offer with Own Cash ------------------------------------------------------ Paul Reichmann is laying down GBP7 million (US$12.8 million) of his own money under a plan to bid for Canary Wharf Group, the Sunday Times reported without citing sources. According to Bloomberg News, which cited the Sunday Times report, the investor has until February 13 to beat Morgan Stanley's 265-pence-a-share offer for Canary Wharf. His advisers, which include Lehman Brothers Holdings Inc., Pricewaterhouse and law firm Macfarlane Group Plc, according to the report, are flying between Toronto, New York and London in search for backers. The trips are sponsored by Mr. Reichmann himself. Mr. Reichamann has agreed with Canada's Brascan Corporation that he will offer 275 pence for every share of the company by January 31. If an offer does not materialize at the time, Mr. Reichmann is bound to vote for a Brascan bid of 267 pence. Discussions with investors might continue until next weekend, the report said. Canary Wharf directors are due to ask shareholders to vote on February 23 for Morgan Stanley's offer. Lord Bell, a spokesman for Mr. Reichmann, couldn't immediately be reached for comment, according to the report. CONTACT: LEHMAN BROTHERS European Headquarters 25 Bank Street London E145LE United Kingdom Phone: 44-20-7102-1000 MACFARLANE GROUP PLC Clansman House, 21 Newton Place Glasgow G3 7PY, United Kingdom Phone: +44-141-333-9666 Fax: +44-141-333-1988 PRICEWATERHOUSECOOPERS 1301 Avenue of the Americas New York, New York, United States Phone: (212) 259-1922 (419) 858-7451 CATALYST SPORTS: Creditors Have Until Feb. 15 to File Claims ------------------------------------------------------------ Notice is hereby given that David Halstead Bottomley, of The Till Morris Partnership, 32 Brook Street, Warwick CV34 4BL, was appointed Liquidator of Catalyst Sports Media Limited on January 8, 2004. Creditors of the company are required, on or before February 15, 2004, to send in their names and addresses, particulars of their debts or claims, and the names and addresses of their Solicitors (if any), to: David Halstead Bottomley The Till Morris Partnership 32 Brook Street Warwick CV34 4BL the Liquidator of the company, and, if so required by notice in writing from the said Liquidator, are, personally or by their Solicitors, to come in and prove their debts or claims at such time and place as shall be specified in such notice, or in default thereof they will be excluded from the benefit of any distribution made before such debts are proved. D H Bottomley, Liquidator Catalyst Sports Ltd. is a wholly owned subsidiary of Imedia8! Ltd., the marketing and communications consultancy. It is headquartered in the West of London, with an affiliate office in Los Angeles. Catalyst Sports Ltd. (U.K.) 2 Brentford Business Center Commerce Road Brentford London. TW8 8LG Phone: +44(0) 20 8758 0000 Fax: +44(0) 20 8758 2007 E-mail: info@catalystsports.com Contact: J Lewis, Chairman EINSTEIN GROUP: Announces Restoration of Trading on AIM ------------------------------------------------------- The Company announced on January 22 that the proposed Company Voluntary Arrangement (CVA) had been accepted by creditors and adopted by members. The Company and its subsidiaries have become established as a niche broadcaster and have a recognized brand, existing channels, and a management team, which has expertise in creating and delivering channels. The Company has provided financial projections showing that its estimated revenues can fund the existing basic overhead. The Company has sufficient working capital to meet its current requirements. Additional revenue generating opportunities are ready to be activated, subject to the injection of funds in the region of GBP250,000. The Company anticipates that this fund raising will be arranged as a placing of new, EIS qualifying, shares at 1p by the Company's new partner, specialist TV and film financier, Baker Street Media Finance Ltd. The process has started and the application has gone to the Inland Revenue for approval. Assuming funding becomes available, the Group together with Baker Street Media Finance will then focus on existing core activities of opening and running niche channels worldwide, acquiring and/or producing new content for new channels as well as distribution. The major new development for the Company will be the creation of an EIS qualifying fund for gap financing international TV production. The Company intends to launch this fund later in the year when it has established its new business model. During the first quarter of 2004 the Board and Management Team will be significantly enhanced to bring together some leading industry specialists in the TV business, who can see the potential for the future based on the current Einstein Group. Sector acquisitions for shares will also be sought in order to grow the balance sheet and the longer-term asset value of the business. The Company previously released an announcement on December 30 outlining the details of the above proposal. The Company's shares will be restored to trading on AIM as from Monday January 26, 2004. A further announcement will be made in due course. HOLLINGER INC.: Black's Stake Sale Treads on Dangerous Grounds -------------------------------------------------------------- Hollinger International threatened over the weekend to launch a so-called "poison bill" to protect shareholders against a takeover offer from David and Frederick Barclays, according to The Telegraph. Lord Black has entered a deal to sell his stake in Hollinger Inc., -- through which he controls Hollinger International -- to the Barclays brothers for GBP260 million. Under the agreement Lord Black must prevent any sale of the company's assets to guarantee the Barclay brothers the asset it is buying stands at it is. But Hollinger International is not convinced the offer from the Barclay brothers is the best available deal and is looking into ways to scupper the deal. The "shareholder rights plan, commonly known as a 'poison pill'" would work by diluting the Barclays' proposed holding in Hollinger International to such an extent that it would become prohibitively expensive to take control, according to the report. Hollinger International wants to auction the company's assets, and has appointed Lazards, the investment bank, to oversee the process. A deal is forthcoming maybe by next month, a source close to the process said. Analysts say an auction might force the brothers to amend it, according to the report. Hollinger International's threat came after Lord Black put in place new corporate by-laws to prevent a sale of assets. Under the new rule, any transaction should have unanimous approval of all directors, including Lord Black himself. The provision gives Lord Black veto power over bidders for the U.S. unit, Hollinger International. HOLLINGER INC.: Several Bids for Telegraph May be Tendered Soon --------------------------------------------------------------- A host of prospective buyers for Britain's largest broadsheet, The Telegraph, are preparing a challenge to Barclays' plans to buy Telegraph's parent company. Lord Black agreed last week to dispose of its controlling stake in Hollinger International to U.K. entrepreneurs David and Frederick Barclay. Associated Newspapers Ltd., the publisher of the U.K.'s Daily Mail, plans to offer GBP500 million (US$913 million) for the Daily Telegraph and Sunday Telegraph in the next two weeks, Britain's Observer reported citing people close to the company, according to Bloomberg News. Candover Investments Plc, a London-based buyout firm, is expected to offer about GBP400 million (US$730 million), said the Sunday Times. Other bids are expected to come from 3i Group Plc, Daily Mail & General Trust Plc, and Terry Smith, the chief executive of Collins Stewart Tullett Plc. Richard Desmond, owner of rival Express Newspapers Group, will also tender his own, the Observer said. 31 group might launch a GBP1.1 billion offer for Hollinger International with David Montgomery, previous manager of Mirror Group. MISCELLANEA OF CHURT: Names Vantis Business Recovery Liquidator --------------------------------------------------------------- Eddie Powell, chairman of Miscellanea of Churt PLC said in a statement lodged at the London Gazette that the winding up of the company has been decided at an extraordinary general meeting held this month. The statement said that by reason of its liabilities, the company can no longer continue its business. Michael W. Young, of Vantis Business Recovery was appointed liquidator. Miscellanea of Churt is specialists for Saunas, Jacuzzis, Steam Enclosures, Pumped Showers, Floor & Wall Tiles & Murals, Marble & Granite, Sinktops, Worktops, Appliances, Amtico Flooring, and Conservatories. CONTACT: VANTIS BUSINESS RECOVERY Michael W. Young Torrington House 47 Holywell Hill St. Albans Hertfordshire AL1 1HD Contact: Mike Young Phone: 01727 811111 Fax: 01727 810057 E-mail: mike.young@vantisplc.com AVENTIS PLC Crossways, Churt, Farnham Surrey GU10 2JA United Kingdom Phone: 01428-714014 Fax: 01428-712946 E-mail: info@miscellanea.co.uk Home Page: http://www.miscellanea.co.uk OC TEXTILES: Enters Liquidation after Years of 'Difficulty' ----------------------------------------------------------- The last clothing manufacturer in Newark has gone into liquidation, according to just-style.com. OC Textiles, which makes corporate clothing for shops and supermarkets, was victim to cheap imports that abound in the clothing market. Its closure follows that of Meritina and Coats Viyella. Former Chairman Mike Bishop was resigned to the company's demise: "For the last ten years it's been difficult, but we've been all right. You get to the stage, though, when it's time to pack it in." The company employs 30 people at the Victoria Street factory. SIMPLY ORGANIC: Antony Batty & Company Appointed Administrators --------------------------------------------------------------- Administrator from Antony Batty & Company has been called for Organic Food Retailer Simply Organic Food Company Limited (Company NO. 03758497; Trade Classification: 5227). Scottish food company Simply Organic was set up five years ago by Manson and Belinda Mitchell and now employs 32 people. It makes a range of fresh organic foods, including soups, pasta sauces and babyfood. It is predicted to record sales of GBP3 million this year. CONTACT: ANTONY BATTY & COMPANY New House, Suite 24 67-68 Hatton Garden London EC1N 8 JY Contact: Anthony Batty Phone: 020 7831 1234 STODDARD INTERNATIONAL: Loses Finance Director to Terex ------------------------------------------------------- The Board of Stoddard International PLC announced that Michael Stewart, Finance Director is leaving the company in March to take up an appointment as Finance Director with Terex Equipment. It is expected that an announcement on his successor will be made shortly. Alan Scott, Chairman of Stoddard International PLC commented: "Michael who joined us in 1998 has played a significant role in our business during a period of substantial change including the rationalization from three manufacturing sites to one and disposal of surplus properties. We thank him for his efforts and wish him well in his new role." CONTACT: STODDARD INTERNATIONAL Alan Lawson, Chief Executive Phone: 01563 578000 TENDRING CONSTRUCTION: Creditors Meeting Set February 5 ------------------------------------------------------- A Meeting of the Creditors of Tendring Construction Company Limited, Pannell House, Charter Court, Newcomen Way, Colchester, Essex CO4 9YA is to be held at Marks Tey Hotel, London Road, Marks Tey, Colchester, Essex CO6 1DU, on February 5, 2004, at 10.00 a.m. The Meeting is an initial Creditors' Meeting under paragraph 51 of Schedule B1, to the Insolvency Act 1986. In order to be entitled to vote under Rule 2.38 at the Meeting a Creditor must submitted not later than 12.00 noon on the business day before the day fixed for the Meeting, details in writing of their claim. Parties who submitted the notification: David S Merrygold PKF Pannell House Charter Court Severalls Business Park Colchester, Essex CO4 9YA Philip James Long PKF, Farringdon Place 20 Farringdon Road London EC1M 3AP TRADE FOR CHANGE: Creditors Have Until April 9 to Prove Claims -------------------------------------------------------------- Notice is hereby given that the Creditors of Trade for Change Ltd., which is being voluntarily wound up, are required, on or before April 9, 2004, to prove their debts by sending to: D F Wilson Wilson Pitts Glendevon House Hawthorn Park Coal Road Leeds LS14 1PQ (the Joint Liquidator) written statements of the amounts they claim to be due to them from the Company and, if so requested, to provide such further details or produce such documentary evidence as may appear to the Liquidators to be necessary. A Creditor who has not proved his debt before the declaration of any Dividend is not entitled to disturb, by reason that he has not participated in it, the distribution of that Dividend or any other Dividend declared before his debt was proved. D F Wilson, Joint Liquidator January 9, 2004. ZYZYGY PLC: Narrows Second-half Losses to GBP67,000 --------------------------------------------------- Chairman's Statement I am pleased to present the unaudited interim results of the Company for the six-month period ended December 31, 2003. The result was a loss before and after taxation for the period of GBP67,000, which compares with a loss of GBP914,000 in the eighteen months ended June 30, 2003. As a result of the recent fundraising, which was completed at the end of 2003, the Company's finances have been stabilized. We continue to evaluate potential acquisitions and seek to enhance shareholder value and further announcements will be made when appropriate. Andy Moore Chairman To see financial results: http://bankrupt.com/misc/Zyzygy_Financials.htm CONTACT: ZYZYGY PLC Andy Moore, Chairman Phone: 07836 722840 JOHN EAST & PARTNERS LIMITED Simon Clements Phone: 020 7628 2200 * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Shareholders Total Working Equity Assets Capital Ticker (US$MM) (US$MM) (US$MM) ------ ----------- ------ -------- AUSTRIA ------- Libro A.G. (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 S.A. BULP (760) 893 (130) Compagnie des Machines Bull (116) 136 (20) Compagnie Francaise de l'Afrique Occidentale (65) 256 21 Cofidur S.A. (5) 102 19 Dollfus-Mieg & Co. DOLP (0) 187 28 European Computer System (110) 682 377 Grande Paroisse S.A. (927) 629 330 Immobiliere Hoteliere (68) 233 29 Pneumatiques Kleber S.A. (34) 480 139 SDR Picardie (135) 413 N.A. Soderag (3) 404 N.A. Sofal S.A. (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 A.G. GUSG (8) 111 N.A. Kaufring A.G. KAUG (19) 151 (51) Nordsee A.G. (8) 195 (31) Schaltbau A.G. SLTG (16) 163 20 Vereinigter Baubeschlag-Handel Holding A.G. VBHG (24) 307 (63) ITALY ----- Binda S.p.A. BND (11) 129 (20) CIRIO FINANZIARI CBDI (422) 1,583 (396) Credito Fondiario e Industriale S.p.A. CRF (200) 4,218 N.A. Lazio S.p.A. (57) 495 (330) NETHERLANDS ----------- Baan Company N.V. BAAN (8) 610 46 NORWAY ------ Pan Fish A.S.A. PAN (117) 806 (259) Petroleum-Geo Services PGO (32) 2,963 (5,250) POLAND ------ Animex S.A. (1) 108 (86) Exbud Skanska S.A. EXBUF (9) 315 (330) Mostostal Zabrze (6) 227 (366) Stalexport S.A. (57) 229 (51) SPAIN ----- Altos Hornos de Vizcaya S.A. (116) 1,283 (278) Santana Motor S.A. (46) 223 41 Sniace S.A. (11) 128 (24) Tableros de Fibras S.A. TFI (43) 2,107 125 SWITZERLAND ----------- Kaba Holding A.G. 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 (29) 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 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 liabilities 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 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. 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