/raid1/www/Hosts/bankrupt/TCREUR_Public/040128.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
Wednesday, January 28, 2004, Vol. 5, No. 19
Headlines
C Z E C H R E P U B L I C
ZETOR A.S.: Creditor Files Bankruptcy Petition
F I N L A N D
BENEFON OYJ: Sets February 26 Meeting to Decide on Reorg. Plan
BENEFON: Plans to Amend Bylaws to Pave Way for Share Issuance
BENEFON OYJ: Board Proposes To Use Share Capital to Cover Losses
BENEFON OYJ: Offering New Investment Stocks to K-Share Holders
BENEFON: EUR2MM Investment Offer Requires Shares, Bonds Issuance
BENEFON OYJ: Plans to Reorganize Management Structure
BENEFON OYJ: To Offer Option Rights to Employees
G E R M A N Y
JENOPTIK AG: Expects Loss in 2003 to Exceed EUR20 Million
KOGEL FAHRZEUGWERKE: Initiates Insolvency Proceedings for Cos.
WCM: Appoints Dr. Peter Gloystein To Supervisory Board
I R E L A N D
ELAN CORPORATION: Will Webcast Financial Results on February 18
I T A L Y
PARMALAT FINANZIARIA: Appoints Representative for Bondholders
PARMALAT FINANZIARIA: Court Declares Coloniale Spa Insolvent
PARMALAT FINANZIARIA: Auditors Uncover EUR14.3 BB in Debt
PARMALAT GROUP: Brazilian Unit Returns Tomato Plant to Unilever
L U X E M B O U R G
MILLICOM INTERNATIONAL: Rolls Out TDMA, CDMA Networks in Americas
N E T H E R L A N D S
BUHRMANN N.V.: Rudi de Becker Leaves Exec. Board for Hagemeyer
HAGEMEYER N.V.: To Appoint New CEO at Investors Meeting in April
N O R W A Y
HANSA BORG: Sheds Employees in Drive to Cut Cost
S W I T Z E R L A N D
ABB LIMITED: Extent of Loss in 2002 Could be Carried this Year
U N I T E D K I N G D O M
ADHAERO TECHNOLOGIES: Liquidation Petition to be Heard Jan. 30
ARIA EVENTS: Creditors' Meeting Set for February 11
CINTEX GROUP: Calls in Receivers from Kroll
EGG PLC: Prudential Receives Unsolicited Bids
FILTRONIC PLC: Board Opts To Break Up Business into 4 Segments
FORD MOTORS: Moving Car Production Out of London
FURNISS FOODS: KPMG Appointed as Administrative Receiver
HOLLINGER: Adopts 'Poison Pill'; Sues Lord Black
INSURANCE BROKERS: Will Hold Creditor Meetings on February 26
LEEDS UNITED: Creditors Grant Extension of Standstill Agreement
LEEDS UNITED: Debt Surpasses GBP105 Million Mark, Report Says
MACFARLANE GROUP: To Focus on 'Business Basics' Program
NOSTALGIABUS LIMITED: Liquidation Petition Hearing is on Feb. 11
PNC TELECOM: Announces Change of Registered Office Address
SAUNDERS & GORDON: Calls in Receivers from Menzies
SOMERVILLE LABORATORIES: In Liquidation
SPENCER GIFTS: Calls in Liquidators from Kroll
STENMAR GROUP: KPMG Receiver Sells Sonavision Unit to Management
*********
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C Z E C H R E P U B L I C
============================
ZETOR A.S.: Creditor Files Bankruptcy Petition
----------------------------------------------
Brno-based tractor producer Zetor is again threatened with
bankruptcy just months after the completion of its last rescue by
HTC holding.
Slovak company HTC holding bought Tretor in 2002 from bailout
agency CKA for CZK310 million. It was able to complete its last
installment on the purchase only early this year.
Since the end of 1998 until its purchase, the company had
suffered from declining demand and inefficient management. It
narrowly escaped bankruptcy in April 2001 after creditors
approved a settlement.
A February issue of TCR-Europe last year said the sell-off to HTC
Holding of Zetor last year had already led to the foundry cutting
its expenses by 30%, according to Zdenek Mitisek, head of the
foundry's union.
HTC holding said Zetor expected a moderate profit for last year.
Sales were expected at CZK2.7 billion. But ZKL, to which Zetor
owes some CZK23 million, thinks the company is ripe for
bankruptcy. It has lodged its petition at the country's regional
court, Czech Television said, according to Czech Happenings.
Zetor, a.s. is a Czech joint stock stock company dealing with
research, development, manufacture and marketing of Zetor
agricultural tractors. The Zetor tractor production has started
in 1946 and has been in operation for more than 50 years. It has
been present in the markets of approximate 80 countries around
the world with over 1.1 million Zetor tractors produced and sold.
CONTACT: ZETOR A.S.
Home Page: http://www.zetor.cz/
Trnkova 111
632 00 Brno - Lisen
Ceska republika
Phone: +42 05 44 13 24 00
Fax: +42 05 44 21 03 44
E-mail: zetor@zetor.cz
ICO: 46 346074
DIC: 289-46346074
HTC HOLDING
Dobrovicova 8
811 09 Bratislava
Contact:
Dr. Martin Blaskovic
Chairman of the Board of Directors
E-mail: blaskovic@htc-holding.sk
=============
F I N L A N D
=============
BENEFON OYJ: Sets February 26 Meeting to Decide on Reorg. Plan
--------------------------------------------------------------
The Board of Directors of Benefon Oyj has decided to convene the
Extraordinary General Meeting on Thursday, February 26, 2004 at
10.00. Meeting shall be held in Salo in Sininen Talo, address
Rummunlyojankatu 2, 24100 Salo.
The Extraordinary General Meeting is convened to decide on the
corporate reorganization package, which consists of various
components including decreasing and increasing the share capital
and amending company's Articles of Association. The purpose of
the proposed package is to stabilize the economical situation of
the company, to acquire more working capital needed, to commit
central persons to the company, and to create conditions for
confirmation of the re-organization program. The company
emphasizes that the question is of a package, which will be
decided on as one entity.
BENEFON: Plans to Amend Bylaws to Pave Way for Share Issuance
-------------------------------------------------------------
Extraordinary General Meeting Agenda:
(a) Amending articles 3, 4, and 5 of Articles of Association
The Board of Directors of Benefon Oyj has decided to propose to
the Extraordinary General Meeting of Shareholders articles 3-5 of
the Articles of Association to be amended and a conversion clause
to be added into article 5. The proposed changes to the Articles
of Association are necessary to implement the share issues and
convertible bond loan on equity terms to be decided in the same
Extraordinary General Meeting of Shareholders as well as the
statutory re-organization program. The proposed changes are
conditional for the confirmation of statutory corporate re-
organization program by the District Court of Turku at latest on
April 30, 2004.
The Board of Directors proposes that articles 3, 4, and 5 of
Articles of Association are amended to read in their entirety as:
(i) Minimum and maximum share capital
Company's minimum share capital is one hundred thousand
euros (EUR100,000) and maximum share capital fifty
million euros (EUR50,000,000) in which limits the share
capital can be increased or decreased without changing
the Articles of Association.
(ii) Amount of shares
Company has a minimum of 2,500,000 and a maximum of
400,000,000 shares. A share has no nominal value.
(iii) Share series and conversion clause
Company shares are divided to K-shares and investment
shares so that there is a maximum of five hundred
thousand (500,000) K-shares and a minimum of two million
five hundred thousand (2,500,000) and maximum of four
hundred million (400,000,000) investment shares.
Each K-share shall be converted to one investment share on
request of the owner of the K-share presented to the Board of
Directors of the company. The Board of Directors shall then
carry out the measures needed to convert a K-share to investment
share without delay. The K-shares converted to investment shares
can not be re-converted to K-shares."
After the adding of the conversion clause the company's current
500,000 K-shares can be converted into a corresponding amount of
investment shares. The owners of the K-shares have given to the
company a conditional acceptance for the conversion of their K-
shares into investment shares and agreement not to transfer their
K-shares before the conversion. A substantial part of the
proposal and the conversion of the shares is the execution of the
share issue directed to the owners of K-shares as a combined
issue as described later in Section 3. After the conversion of
the shares and the execution of the said directed share issue,
each owner of a K-share shall own 10 investment shares per each
K-share he/she now owns.
BENEFON OYJ: Board Proposes To Use Share Capital to Cover Losses
----------------------------------------------------------------
Extraordinary General Meeting Agenda
(b) Decreasing the share capital
The Board of Directors proposes, that the share capital of the
company is decreased from EUR6,370,600.13 to EUR189,389.34. The
decrease will be implemented by transferring EUR6,181,210.79 from
share capital to the account for losses from previous accounting
periods. The decrease of share capital is thus used to cover the
losses according to confirmed balance sheet as provided in
Chapter 6, Paragraph 1.1, section 1 of the Companies Act.
The decrease of the share capital is necessary to implement the
re-organization package and the financial arrangements pursuant
to it. Further the change proposed is conditional to
confirmation of the statutory corporate re-organization program
by the District Court of Turku on April 30, 2004 latest.
The decrease of the share capital is implemented in proportion to
the ownership of the shareholders. After implementing the
decrease the book parity of a share will be EUR0.01. The change
does not affect the amounts of shares issued by the company.
BENEFON OYJ: Offering New Investment Stocks to K-Share Holders
--------------------------------------------------------------
Extraordinary General Meeting Agenda
(c) Board of Directors' proposal to increase share capital by a
directed share issue to the owners of the K-shares as a combined
issue
The Board of Directors proposes that the share capital of the
company is raised by a maximum of EUR45,000 by offering a maximum
of 4,500,000 new investment shares of the company, each with a
book parity of EUR0.01, for subscription by the owners of the K-
shares of the company.
The issue is implemented as a combined issue, in which the owners
of the K-shares of the company are given a chance to subscribe
for the investment shares of the company. The subscription
rights are determined so that ownership of each one K-share
entitles to subscribe for 9 new investment shares. The
subscription rights are allocated as:
Shareholder K-shares Subscription right/inv. share
Halyard Oy 395,000 3,555,000
Finnfoam Oy 60,000 540,000
Jorma U. Nieminen 30,000 270,000
Jouko Nurminen 15,000 135,000
A total of 500,000 4,500,000
The issue is connected with the change of Articles of Association
to be decided in the same Extraordinary General Meeting of
Shareholders, in which the conversion clause making the
conversion from K-shares to investment shares possible is to be
added to the Articles of Association. To be able to use the
subscription rights it is required, that the subscriber has
undertaken to convert the K-shares owned by the subscriber to
investment shares at the earliest moment possible in accordance
with the conversion clause to be added to the Articles of
Association.
The share subscription price, corresponding to the book parity of
a share, EUR0.01 per share, is the same for all subscribers. The
subscriber pays EUR0.0001 per share and the rest of the share
subscription price, EUR0.0099 per share, is paid by transferring
corresponding amount from premium funds to share capital.
The subscription period begins after the General Meeting on
February 26, 2004 and ends on April 30, 2004. The receipt of the
subscription commitments will be executed by Benefon Oyj.
The directed share issue is a part of the reorganization package
planned to implement the statutory corporate re-organization
program in addition to other measures, and will be carried out in
deviation from the pre-emptive subscription right of the
shareholders. Because the purpose of the share issue is to
support implementation of the statutory corporate re-organization
program of the company and to secure the conditions for
operations, the company has a justified financial reason for
deviating from the shareholders' first option. Accepting the
share subscriptions made in the share issue is conditional to the
confirmation of the statutory corporate re-organization program
by the District Court of Turku at latest on April 30, 2004.
The subscribers shall subscribe for the shares, as provided in
Chapter 3a, Section 17 of the Companies Act, by paying their
entire portion of the share subscription price on the account
designated by the company by the end of the subscription period.
The Board of Directors shall accept all subscriptions made in
this way provided that the statutory corporate re-organization
program is finally confirmed by the District Court of Turku at
latest on April 30, 2004. In case the statutory corporate re-
organization program is not confirmed by the above-mentioned
date, all subscriptions made will become void.
The new shares have the same value as the company's other
investment shares and entitle to full dividend for the financial
period, which started on January 1, 2003 and for all financial
periods thereafter.
The portion of the shares to be issued is at most 1.57 % of the
company's share capital and votes, taking into consideration the
changes to the company's share capital caused by the directed
issues, and the changes to the votes produced by the shares
caused by the conversion of the K-series shares, and assuming
that all the shares offered will be subscribed, the convertible
loans issued by the company are converted into shares, and that
all options issued by the company are used to subscribe company's
shares, all to be decided in the same meeting of the
shareholders.
(d) Board of Directors' proposal to increase share capital by a
share issue to be directed primarily to the company's creditors
and secondarily to the company's shareholders and last by issuing
option rights
The Board of Directors proposes, that the share capital of the
company is raised by a maximum of EUR609,868.34 by offering a
maximum of 60,986,834 new investment shares of the company, each
with a book parity of EUR0.01, for subscription primarily to the
creditors of the company and secondarily to the shareholders of
the company. The amount of the subscribers of the primary
subscription of the share issue is at maximum 375.
The shares are offered for subscription primarily by the re-
organization debt creditors of the company so that every creditor
has the right to use for share subscription 1/3 of that portion
of its receivables from the company, which equals the amount that
would be cut off according to the draft proposal for statutory
corporate re-organization program submitted to the District court
of Turku at January 23, 2004. The total amount of debts
entitling to share subscription is at most EUR4,604,473.28.
The share subscription price in the primary subscription is the
same for all subscribers being EUR0.0754994644 per share, each
share having a book parity of EUR0.01.
The purpose of the directed share issue is to strengthen the
financial situation of Benefon Oyj by overhauling the balance
structure and to offer to creditors the opportunity to convert a
portion of the receivables from the company to shares instead of
permanent debt cutting. The directed share issue is a part of
the re-organization package planned to implement the statutory
corporate re-organization program in addition to other measures
to be decided in the same General Meeting. Accepting the share
subscriptions made in the share issue is conditional to the
confirmation of the statutory corporate re-organization program
by the District Court of Turku at latest on April 30, 2004.
Issue shall be implemented in deviation from the pre-emptive
subscription right of the shareholders, because the purpose of
the issue is to secure the conditions for operations of the
company and to offer the creditors of the company a possibility
to convert 1/3 of the cut-off portion of debt to shares of the
company as required in the draft proposal for statutory corporate
re-organization program. Therefore, the company has a justified
financial reason for deviating from the shareholders' first
option.
The primary subscription of the issue is implemented as a share
issue via book building, where the creditors of the company are
given a chance to submit subscription commitments during the
receipt period of the offers from February 2 to February 18, 2004
("Receipt period"). The receipt of the subscription commitments
is executed by Benefon Oyj. Benefon Oyj will deliver to every
re-organization creditor a ready filled subscription commitment
form, by returning which the creditor commits to subscribe for
new investment shares of Benefon with the cut-off portion of its
receivables provided, that i) the Extraordinary General Meeting
of Shareholders to be held on February 26, 2004 confirms the
subscription rights and ii) that the statutory corporate re-
organization program is confirmed by the District Court of Turku
at latest on April 30, 2004. There will be a transfer
prohibition related to the subscription, according to which 1/3
of the shares subscribed by the creditor shall be released for
sale at the end of each 6 month period beginning from the date of
the meeting of the shareholders. Thus, the transfer prohibition
shall abolish in its entirety after 18 months from the date of
the meeting of the shareholders. To the extent the company has
contested the receivable used for the subscription in connection
with the re-organization process, the creditor's subscription is
conditional and shall expire if the receivable is found without
merit.
The amount of subscription commitments in the primary
subscription cannot exceed the maximum amount of shares offered
for subscription in the issue, since the amount of shares offered
is measured to equal 1/3 of the amount of total debt to be cut
off according to the draft proposal for statutory corporate re-
organization program.
The subscription period of the primary subscription begins after
the General Meeting on February 26, 2004 and ends on April 30,
2004. The shares shall be subscribed by subscription commitment,
which also serves as a subscription list. The subscription price
is paid using set-off. The Board of Directors shall accept all
the subscriptions made in this way and according to the terms and
conditions of the subscriptions provided, that the statutory
corporate re-organization program is confirmed by the District
Court of Turku at latest on April 30, 2004. In the case the
statutory corporate re-organization program is not confirmed by
the above-mentioned date, all subscriptions made will become
void.
If the amount of the shares not subscribed in the primary
subscription is at least 5,000,000, the shares not subscribed are
offered secondarily for subscription to the shareholders of the
company in proportion to their ownership. Shareholder, who has
been registered by February 16, 2004, as a shareholder in the
company's share register maintained by the Finnish Central
Securities Depository Ltd, shall have the subscription right.
The subscribers of the secondary subscription shall subscribe for
the shares, as provided in Chapter 3a, Section 17 of the
Companies Act, by paying the entire share subscription price on
the account designated by the company by the end of the
subscription period. The subscription rights shall be
transferable. The Board of Directors of the company shall have
the right to decide in more detail on the implementation manner
and issuance of subscription rights in the secondary
subscription. The subscription price of the shares in the
secondary subscription is EUR0.22649839 per share. The
subscription period in the secondary subscription begins on June
1, 2004, and ends on June 30, 2004.
For the part the current shareholders do not use their
subscription right in the secondary subscription, or the amount
of shares not subscribed in the primary subscription is below
5,000,000, the company shall issue an amount of option rights
corresponding to the amount of shares not subscribed, which
option rights shall be offered for subscription to the key
persons employed and/or to be recruited by Benefon Oyj and its
subsidiaries, nominated by the Board of Directors of Benefon Oyj.
The option rights may be offered in all or in part also for
subscription to a company nominated by the Board of Directors of
Benefon Oyj to be stored for the account of Benefon Oyj and to be
offered later on for the employees and other key persons entitled
to subscription as decided by the Board of Directors of Benefon
Oyj. The terms and conditions of the option rights are the same
as for the option rights to be resolved under section 8.
The new shares have the same value as the company's other
investment shares and entitle to full dividend for the financial
period, which started on January 1, 2003 and for all financial
periods thereafter.
After the subscriptions the creditors own at minimum 0% and at
maximum 21.334% of the share capital of the company and the votes
produced by all the shares when considering the changes to the
company's share capital caused by all the directed issues to be
decided in the same General Meeting and the changes to the amount
of votes produced by the shares caused by the conversion of the
K-series shares, and assuming that all shares offered for
subscription are subscribed, all convertible bond loans are
converted into company's shares, and all the options are used for
subscription of the company's shares.
BENEFON: EUR2MM Investment Offer Requires Shares, Bonds Issuance
----------------------------------------------------------------
Extraordinary General Meeting Agenda
(e) A directed share issue and convertible bond loan on equity
terms for investors
The company received on November 10, 2003 a conditional
investment offer for the total amount of 1.5-2.0 MEUR from a
group of investors led by Octagon Solutions, Ltd. There will be
a maximum of 10 Investors. According to the terms of the offer
the Investors' share of ownership in the company would be 66.666%
after the investment. In addition the Investors would have an
option to increase their share of ownership back to 66.666% if
all the convertible bond loans issued by the company are
converted into shares and if all option rights issued by the
company are used to subscribe for shares. The subscription offer
contains also other conditions. In order to fulfill the
conditions regarding the share of ownership, the Investors need
to be offered for subscription both shares and convertible bond
loan on equity terms that enable subscription of company shares
at a later point of time.
Investors have also agreed with certain private persons,
including members of the current Board of Directors of the
company, on such private persons' participation in the share
issue (Private Investors). The shares subscribed by the Private
Investors shall reduce the amount of shares left to be subscribed
by the Investors and their future portion of ownership,
respectively. The shares offered for subscription by the Private
Investors would correspond 1.5% of all company's shares and the
votes produced by all the shares after all the arrangement to be
resolved by the General Meeting on February 26, 2004 and assuming
that all shares offered for subscription are subscribed, all
convertible bond loans are converted into company's shares, and
all the option rights are used for subscription of the company's
shares.
The Board of Directors proposes the share capital of the company
is raised by a directed share issue and by issuing convertible
bond loans on equity terms on the following terms and conditions:
Directed share issue
The Board of Directors proposes that the share capital of the
company is increased by a minimum of EUR468,764.62 and the
maximum of EUR1,577,167.75 by offering a minimum of 46,876,462
and a maximum of 157,716,775 new investment shares of the
company, each with a book parity of EUR0.01 for subscription by
the Investors and Private Investors for the minimum total
subscription price of EUR1,171,407.81 and the maximum total
subscription price of EUR1,671,407.81.
The subscription price and the amount of shares offered shall
depend on the amount of the shares subscribed in the debt
conversion issue directed to the creditors preceding the proposed
directed issue. Minimum amount of shares offered for
subscription is thus 46,876,462 (assuming that no shares are
subscribed in the issue to be offered to the creditors and
shareholders) and maximum amount 157,716,775. Subscription price
is a minimum of EUR0.01 per share (assuming that the amount
invested shall be MEUR1.5 and that maximum amount of shares are
subscribed in the issue to be offered to the creditors and
shareholders, in which case the price paid by the subscriber for
each share is at minimum EUR0.0074273 (not the exact value)) and
a maximum of EUR0.0356556 (not the exact value, assuming that the
amount invested shall be MEUR1,5, and that no shares are
subscribed in the issue to be offered to the creditors and
shareholders) per share.
The issue can be carried out as a combined issue, if due to the
amount of share subscriptions to be made in the share issue to be
directed to creditors and shareholders, the amount of shares to
be offered for subscription would increase so large, that the
proportional share of the shares to be received with the offered
minimum investment of MEUR1.5 from all the shares of the company
would not correspond to the agreed proportion. In this case the
share subscription of the Investors is amended such that the
difference of each calculated subscription price of a share and
EUR0.01 is transferred from premium funds to the share capital
and the subscribers pay the rest of the subscription price in
money.
The subscription prices correspond to Investors requirements in
the investment offer.
The shares offered to Investors and Private Investors for
subscription are directed as:
Investor: Total subscription price/EUR
Investors 1,139,559.58 - 1,610,415.51
Private Investors 31,848.23 - 60,992.30
TOTAL: 1,171,407.81 - 1,671,407.81
The Board of Directors shall confirm the final amount of shares
and the subscription prices no later than February 23, 2004 when
the exact amount of subscriptions in the debt conversion issue
directed to the creditors and shareholders is confirmed. The
Board of Directors proposes that a General Meeting shall confirm
the subscription rights, the amount of shares subscribed, and the
subscription price based on this.
The subscription period begins after the General Meeting on
February 26, 2004 and ends on April 30, 2004. The Investors and
Private Investors shall subscribe the shares by paying the entire
share subscription price, as provided in Chapter 3a, Section 17
of the Companies Act, to the account appointed by the company by
the end of the subscription period. Subscription price may also
be paid by using set-off, in case Investors or Private Investors
have prior to the subscription paid an amount corresponding the
subscription price to company's bank account. The Board of
Directors shall accept all the subscriptions made in this way in
accordance with the terms of subscription provided that the
District Court of Turku shall confirm the company's re-
organization program at latest on April 30, 2004 and that the
other terms of the Investors' investment offer are fulfilled. If
the re-organization program has not been confirmed by the said
date, the subscriptions become void.
The reason for deviating from the pre-emptive subscription right
of the shareholders is the integral and inseparable connection of
the share issue with the whole arrangement, which is aimed at
strengthening the company's economic state and company's
financing, and ensuring the continuance prerequisites of the
company's business, and committing the persons central to the
operations of the company to the company. Therefore, the company
has a justified financial reason for deviating from the
shareholders' first option.
After the subscriptions, Investors shall own at most 65.166% of
the company's share capital and votes produced by all the shares
when considering the changes to the company's share capital
caused by all the directed issues, and the changes to the amount
of votes produced by the shares caused by the conversion of the
K-series shares, all to be decided in the same General Meeting,
and assuming, that all shares offered for subscription are
subscribed, and all the convertible bond loans and options issued
by the company are converted to company's shares. The portion of
the shares offered for subscription by the Private Investors from
the share capital and the votes calculated as above is 1.50%
The new shares have the same value as the company's other
investment shares and entitle to full dividend for the financial
period, which started on January 1, 2003 and for all financial
periods thereafter.
Convertible Bond Loan on equity terms
The Board of Directors proposes that the company's share capital
is increased by issuing a convertible bond loan on equity terms
(Convertible Bond Loan 2004A) on these terms and conditions:
(i) The increase of the share capital
The company's share capital is increased by the maximum of
EUR1,436,995.33 by offering convertible bond loan on equity terms
with a principal of maximum of EUR1,436,995.33, for subscription
to the Investors (hereinafter "Loan"). Transferable convertible
bonds with a principal value of at least one (1) euros shall be
given for the Loan (hereinafter "Convertible Bond"). The
Convertible Bonds may be converted in total into a maximum of
143,699,533 new investment shares of the company each with a book
parity of EUR0.01.
(ii) Subscription right and secondary subscription
The Loan is offered for subscription to the Investors. The
subscription rights are distributed as:
Investor: Capital of the Loan/EUR
Investors 0 - 1,436,995.33
TOTAL: 0 - 1,436,995.33
The conversion ratio corresponds thus to a minimum of EUR0.01
subscription price per share with the amount of shares available
for conversion being at most 143,699,533.
The reason for deviating from the pre-emptive subscription right
of the shareholders is the integral and inseparable connection of
the convertible bond loan on equity terms with the whole
arrangement, which is aimed at strengthening the company's
economic state and company's financing, and ensuring the
continuance prerequisites of the company's business. Therefore,
the company has a justified financial reason for deviating from
the shareholders' first option.
The subscription right may be used wholly or partially. The
subscription right may not be transferred and no secondary
subscription shall take place.
(iii) The principal of the convertible bond loan and the
conversion rate of the Convertible Bonds
The maximum amount of the principal of the Loan shall be in total
a maximum of EUR1,436,995.33. The issue price is one hundred
(100) percent. The Convertible Bonds may be converted into the
maximum of 143,699,533 new investment shares of the company, each
with a book parity of EUR0.01. Each full EUR0.01 of the Loan may
be converted into one (1) investment share. The share of
ownership of the Investor shall not exceed 66.666% of the
company's registered share capital and votes produced by the
shares. The conversion ratio corresponds to what the Investors
have required in the investment offer. In the conversion an
amount corresponding to the book parity of the converted shares
shall be booked to the share capital. As a result of the Loan's
conversion the share capital of the company may increase by the
maximum of EUR1,436,995.33.
(iv) Loan period and repayment of the loan
The loan period begins on February 26, 2004 and ends on December
31, 2008. The Loan and interest accrued fall due for repayment in
four equal parts during 2005-2008 on the annual due date of June
30 excluding the amount of the Convertible Bonds converted into
company's shares, assuming that the repayment of the Loan and
interest accrued is allowed by law owing to the Loan's equity
terms.
The company shall be entitled to repay the Loan before it's
maturity either wholly or partially. If the company announces to
the bearer of the Convertible Bond that it will repay the Loan,
the bearer of the Convertible Bond shall have fourteen (14) days'
time period, after receiving company's announcement, to demand
his Convertible Bond to be converted into shares.
(v) Limitations concerning the Capital Loan
In case the debtor is dissolved or declared bankrupt, or
proceedings of involuntary liquidation commenced against debtor,
the principal of the Loan may be repaid only after all regular
loans and previous capital loans, and convertible bond loans on
equity terms have been paid for.
There shall be no collateral for the Loan.
The principal of the Loan or a portion of it may be repaid after
the due date only if the company's latest audited balance sheet,
and if the company is a parent company, the groups' latest
audited consolidated balance sheet shows full coverage of
restricted share capital and other non-distributable funds after
the repayment of the Loan's principal or a portion of it.
The company must pay the matured principal or a portion of it on
the first day of the Annual General Meeting after the due date,
if it is possible according to the terms and conditions of the
Loan.
The principal of the Loan, or that portion of the principal that
cannot be repaid due to a restriction order on the day of the
Annual General Meeting held after the due date, shall be paid on
the next calendar year on a day of the Annual General Meeting
held after the respective due date of that year abiding to what
was said in the previous chapter, until the whole principal has
been repaid.
(vi) Subscription of the convertible bond loan
The subscription period of the Convertible Bond Loan 2004A on
equity terms begins on February 26, 2004 and ends on April 30,
2004. The Board of Directors shall decide upon accepting the
subscriptions. The Board of Directors shall accept all the
subscriptions of the Loan made in accordance with the terms of
subscriptions, provided that the District Court of Turku shall
confirm the re-organization program latest on April 30, 2004 and
that the other terms of the Investors' investment offer are
fulfilled. If the re-organization plan has not been confirmed by
the said date, the subscriptions become void.
(vii) Payment of the convertible bond loan
The Investors shall pay loan amount subscribed for to the bank
account of Benefon Oyj by the end of subscription period.
Subscription price may also be paid by using set-off, in case
Investors have prior to the subscription paid an amount
corresponding the subscription price of the Loan to company's
bank account.
(vii) Issuance of the convertible bond loan
Convertible Bonds shall be given for the Loan, once the
subscriptions of the Loan have been registered to the trade
register. The Loan is not issued in the book entry system.
(ix) Conversion right
Conversion shall take place according to the attached terms and
conditions of the Convertible Bond Loan 2004A.
(x) Transferability of convertible bonds
Convertible Bonds are transferable according to the terms and
conditions of the Convertible Bond Loan 2004A.
(xi) The terms and conditions of the Loan
The terms and conditions of the Convertible Bond Loan 2004A are
attached as Appendix 1.
(xii) Close entity ownership
The proportion of the shares to be subscribed for based on the
Loan now issued is 758.75 % of the company's registered shares
and 505.29% of the votes produced by all the shares.
Those entitled to subscription do not own company shares prior to
the subscription and are not close entities of the Company. As a
result of the subscriptions of the Loan, the proportion of those
entitled to subscription could rise to the maximum of 65.166% of
the share capital of the company and the votes produced by all
the shares, taking into account the changes into the company's
share capital caused by all the directed issues and the changes
to the amount of votes produced by the shares caused by the
conversion of the K-series shares, all to be decided in the same
General Meeting, and assuming that all the convertible bond loans
and options issued by the company are converted to company's
shares.
(xiii) Other matters
The Board of Directors proposes that it shall be authorized to
decide on all other matters and practical measures relating to
the Loan and the increase of the share capital as a result of the
possible conversion of the Loan.
BENEFON OYJ: Plans to Reorganize Management Structure
-----------------------------------------------------
Extraordinary General Meeting Agenda
(f) Decision of the amount of Board members and electing new
members to the Board
The Board of Directors proposes that the amount of Board members
is confirmed at a minimum of three and at maximum of nine, within
the limits of the Articles of Association and that new members
are elected to the Board of Directors so that the old Board of
Directors shall resign upon electing the new. Confirming the
amount of Board members and the election of the new board would
be conditional on execution of the decisions in sections from 1
to 5 and confirmation of the re-organization program by District
Court of Turku latest on April 30, 2004.
(g) Cancellation and grant of authorization for the Board to
decide on the increase of the share capital
The proposal is, in essence, as:
The Board of Directors proposes that the General Meeting shall
cancel the authorization given on May 21, 2003 and shall
authorize the Board of Directors, within the time limit of one
year from the shareholders' meeting granting the authorization,
to decide on the increase of share capital by rights issue, by
issue of options or by issue of convertible bonds in one or more
installments such that in the rights issue or in the issue of
convertible bonds or options, in total a maximum of 3,787,786 new
investment shares with a book parity of EUR0.01 per share, shall
be entitled to be subscribed for. Therefore, the share capital
may, based on the authorization, be increased by a maximum of
37,877.86 euros.
The authorization includes the right to deviate from the pre-
emptive right of the shareholders, referred to in Chapter 4,
Section 2 of the Companies Act, to subscribe for new shares,
convertible bonds or options and the right to decide on prices of
the subscriptions, those entitled to subscription, the terms and
conditions of the subscription and the terms and conditions of
the convertible bonds and options. The authorizations may be
used in deviation from the shareholders' pre-emptive right
provided that there is a weighty financial reason from the
company's point of view, such as financing of corporate
acquisitions or other arrangements relating to the development of
the company's business operations or strengthening the company's
balance sheet, to do so. When the share capital is increased by
a rights issue on other basis than convertible bonds or options,
the Board of Directors is authorized to decide that the shares
can be subscribed for in kind, using the right of set-off or on
other specific terms.
The primary objective of the authorization is to enable the Board
of Directors to issue options to the employees and other key
persons of the company.
BENEFON OYJ: To Offer Option Rights to Employees
------------------------------------------------
Extraordinary General Meeting Agenda
(h) Offering of option rights to company's employees and other
key persons
The Board of Directors proposes that the company issues the
maximum of 1,729,551 option rights. The option rights would be
offered, in deviation from the pre-emptive subscription right of
the shareholders, for subscription to key personnel, managers and
Board members currently employed and/or to be recruited by
Benefon Oyj and its subsidiaries (hereinafter "key personnel").
The option rights can also be offered wholly or partially to a
company appointed by the Board of Directors of Benefon Oyj to be
retained on Benefon Oyj's account and to be offered for the
employees and other key persons entitled to subscriptions in
accordance with the decision of the Board of Directors of Benefon
Oyj, at a later time.
The Board of Directors would decide on the offering of the
options. The options entitle for subscription of a maximum of
1,729,551 investment series shares of Benefon Oyj. The deviation
from the pre-emptive subscription right of the shareholder is
proposed, as the options are intended as a part of the incentive
program for the key personnel, and to commit the key personnel to
the company ensuring the re-organization process and the
operations of the company. Thus, a weighty financial reason
exists for the deviation from the shareholders' first option.
Option rights are used as incentives for the key personnel
towards long-term employment to increase the shareholder value.
The subscription price of each share with a book parity of
EUR0.01 would be 0,22 with all the options. The subscription
period of shares with the option rights would begin on November
1, 2004 and end on January 31, 2008. The subscription price of
the shares would be decreased by the amount of dividends
distributed after February 26, 2004 and before the subscriptions
on the day of the record day of dividend distribution. The
shares would have to be paid upon subscription. As a result of
the subscriptions, the share capital of the company could
increase with a maximum of EUR17,295.51.
The subscription period of the options begins July 5, 2004 and
ends on November 30, 2004.
(i) Raising an equity loan
The Board of Directors of the company shall also decide on the
taking of an equity loan amounting in total the maximum of
EUR500.000 from Octagon Solutions Ltd. or party nominated by it.
The Board of Directors shall specify the terms and conditions of
the loan later on and if the terms and conditions of the loan are
deemed to deviate from the equal treatment of the shareholders,
the terms and conditions of the loan shall be resolved in the
extraordinary shareholders' meeting on February 26 2004.
Documents on view
Copies of the financial statements and the Board of Directors'
proposals and appendices are available for shareholders' view
from February 19, 2004 onwards, at the company headquarters in
Salo, Meriniitynkatu 11, 24100 Salo. The company will send
copies of the documents to shareholders upon request.
Right to participate in the meeting
Shareholder who has been registered as a shareholder in the
company's shareholder register maintained by the Finnish Central
Securities Depository Ltd. at the latest of February 16, 2004
have the right to participate in the General Meeting. In
addition, shareholder, whose shares have not been transferred to
the book-entry system, has the right to participate in the
General Meeting provided that the shareholder had been registered
in the company share register before October 7, 1994, in which
case the shareholder must present at the General Meeting his
share certificate or other documentation indicating that title to
the shares has not been transferred to the book-entry system.
Should a shareholder, whose shares are in administrative
registration, want to use his/her voting rights in the General
Meeting, such shareholder needs to establish his/her ownership
and voting rights to the company in writing at the latest of
February 16, 2004.
Notice of intention to participate
Shareholders who wish to participate in the General Meeting must
announce their intention at the latest of February 23, 2004,
either by telephone +358-2-77400 (Minna Suokas), by telefax +358-
2-7332633, in writing to Benefon Oyj, PL 84, 24101 Salo, Finland,
or by email to minna.suokas@benefon.fi. Any possible powers of
attorney are requested to be delivered into the above-mentioned
address during the notice time.
BENEFON OYJ
Board of Directors
Jorma Nieminen
Chairman of the Board of Directors
CONTACT: Jukka Nieminen, President
Phone: +358-2-77400
Homepage: http://www.benefon.com
=============
G E R M A N Y
=============
JENOPTIK AG: Expects Loss in 2003 to Exceed EUR20 Million
---------------------------------------------------------
Preliminary results 2003
- Jenoptik Group to meet projected sales figures for 2003
published in April.
- Photonics business division matches sales and earnings
projections. Clean Systems business division operating income
weighed down by the semiconductor crisis, investment reservations
in Germany and one-off expenditures.
- The current recovery of the electronics industry promises to
boost Jenoptik Group sales and earnings in 2004.
The Jenoptik technology group will complete fiscal year 2003 at
just under EUR2 billion in sales (2002: EUR1.6 billion).
According to provisional calculations sales will come within the
range predicted by Jenoptik in April 2003. Jenoptik will see in
total a positive operating income for the year, but expects a net
loss of more than EUR20 million in 2003. The Photonics business
division's operating income will meet well with company
expectations. The Clean Systems business division will fall
behind projected figures, due to the semiconductor crisis, delays
in projects during the first half of 2003 (a total of 15 to 20
million euros in positive income items will therefore not enter
accounts until 2004), a large number of classical industrial
orders, which generally had a below-average effect on earnings
and the restructuring measures introduced over the past fiscal
year (10 million euros). The Jenoptik Group net income will also
be diminished by one-off expenditures of about EUR9 million due
to the capital measures carried out in autumn 2003. In total the
net income was thus burdened by one-off expenditures of about
EUR40 million in fiscal year 2003.
Order intake reached a new record this past fiscal year, rising
roughly 2.8 percent from 2002 (EUR2.14 billion) to approximately
EUR2.2 billion. Order backlog also rose in the course of the
year, reaching EUR2.48 billion (EUR2.39 billion), an increase of
3.8 percent. Order intake is also lively at the beginning of the
year.
The Jenoptik Group expects 2004 sales to surpass those of 2003
due to its high order backlog and excellent order intake and the
recovery of the electronics industry. The increase in sales will
also affect operating income positively.
The Clean Systems Technologies business division is particularly
expected to return to its earlier solid income figures.
CONTACT: JENOPTIK
IR, Steffen Schneider
Phone/Fax: +49(3641)-652290/2157
PR, Markus Wild
Phone/Fax: +49(3641)-652255/2484
E-mail: http://www.jenoptik.com
KOGEL FAHRZEUGWERKE: Initiates Insolvency Proceedings for Cos.
--------------------------------------------------------------
The executive board of Kogel Fahrzeugwerke AG made an application
for the opening of a legal insolvency proceeding at the district
court in Ulm on January 26, 2004.
The insolvency proceeding refers to these companies of the Kogel
group:
Kogel Fahrzeugwerke AG, Ulm
Kogel Werdau GmbH & Co., Fahrzeugwerk, Werdau,
NVG Nutzfahrzeug-Vermietung GmbH & Co. KG, Werdau.
In total there are affected 1.186 employees by the insolvency.
As temporary insolvency administrator, auditor Werner Schneider
from Neu-Ulm has been appointed.
This insolvency proceeding does not include following companies
of the Kogel group: Kogel KAMAG Transporttechnik in Ulm,
TRAILERdirekt in Ulm, Kogel a.s. Chocen in the Czech Republic and
Kogel Ges.m.b.H. in Marz, Austria.
With the application for the insolvency proceeding at the
district court in Ulm there was submitted an insolvency plan,
which will be the basis for the restructuring process of the
company. In accordance with the insolvency plan there will be
carried through various financial and business management
restructuring measures over the course of fiscal 2004.
The financial management restructuring measures are focusing on
remissions of debts by creditors, which will lead to a
considerable liquidity release and will strengthen the capital
structure of the Kogel group.
The business management restructuring measures concentrate
basically on the optimization of the product range, the clear
tightening of personnel and management structures as well as on
the concentration of the production at the production site
Burtenbach. For the production site Werdau, a market
corresponding production capacity is planned.
Finally the insolvency plan is also considering to bring in the
Cooler-production of Chereau, France, as capital paid in property
into the new structured Kogel Fahrzeugwerke AG. SMB portfolio
company, Munich, which has the majority interests of the Chereau
shares, took over 19% of ordinary shares of the Kogel
Fahrzeugwerke AG lately. The portfolio company SMB, Schoeller,
Metternich and Brennecke, is principally willing to bring in
fresh capital into the Kogel Fahrzeugwerke AG. Prerequisite is
the realization of the restructuring measures in agreement with
the creditors proposed with the insolvency plan.
After the fusion with Chereau, the company plans to have a total
turnover of approximately EUR400 million for the first time in
fiscal 2005. In total the new structured Kogel Fahrzeugwerke AG
will be able to take a considerably better position on the
European market.
CONTACT: KOGEL FAHRZEUGWERKE AG
Company Communications
Phone: +49 731 9454 315
Fax: +49 731 9454 274
E-mail: udo.brandes@koegel.com
KOGEL FAHRZEUGWERKE AG
Headquarters Ulm
Daimlerstrasse 14
Ulm / Donautal
Phone: +49 731 9 45 40
Fax: +49 731 9 45 44 99
E-mail: info@koegel.com
WCM: Appoints Dr. Peter Gloystein To Supervisory Board
------------------------------------------------------
Dr. Peter Gloystein (58) was elected as an additional member of
the Supervisory Board of WCM Beteiligungs- und Grundbesitz-
Aktiengesellschaft on 20 January 2004 by Frankfurt am Main
District Court.
*****
WCM's fortunes slumped dramatically last year when it reported a
EUR861 million- loss after being forced to write down the value
of many of its shareholdings amidst a slump in stock markets.
Mr. Vogel, the former head of ThyssenKrupp, was brought in
recently to head the supervisory board. Reports say he had been
considering options, including a break up and a EUR400 million
fund-raising possibly via a public offer for the group.
=============
I R E L A N D
=============
ELAN CORPORATION: Will Webcast Financial Results on February 18
---------------------------------------------------------------
Elan Corporation, plc announced that it will host a conference
call on Wednesday, February 18, 2004 at 8:00 a.m. Eastern
Standard Time (EST), 1:00 p.m. Greenwich Mean Time (GMT) with the
investment community to discuss Elan's fourth quarter and full
year 2003 financial results, which will be released before the
U.S. and European financial markets open.
Live audio of the conference call will be simultaneously
broadcast over the Internet and will be available to investors,
members of the news media and the general public.
This event can be accessed by visiting Elan's website at
http://www.elan.comand clicking on the Investor Relations
section, then on the event icon. The event will be archived and
available for replay for 24 hours. The replay telephone number
is 800 633 8284 or 402 977 9140, reservation number 21183360.
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 (NYSE: 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
=========
I T A L Y
=========
PARMALAT FINANZIARIA: Appoints Representative for Bondholders
-------------------------------------------------------------
Parmalat Finanziaria Spa, under Extraordinary Administration,
communicates that the Court of Parma, further to a request made
by Extraordinary Commissioner Dr. Enrico Bondi and with effect
from January 22, 2004, has appointed Prof. Bruno Inzitari,
lecturer in Civil Law at the Uiversity of Milan as the Common
Representative for bondholders of "Parmalat Finanziaria Spa
1997/2007" (code ISIN IT0000960044), nominal value of Lire 200
billion (Euros103,291,379.82).
PARMALAT FINANZIARIA: Court Declares Coloniale Spa Insolvent
------------------------------------------------------------
Parmalat Finanziaria Spa, under Extraordinary Administration,
communicates that its controlling company, Coloniale Spa,
requested on January 20, 2004 insolvency status from Parma's
Civil Court. The Court approved the request on January 24, 2004
and declared Coloniale Spa insolvent.
Coloniale spa, consistent with legislative Decree no. 347 of 23
December 2003, was put under Extraordinary Administration on
January 16, 2004 by decree of the Minister of Productive
Activities. Dr Enrico Bondi has been named Extraordinary
Commissioner for the above company.
PARMALAT FINANZIARIA: Auditors Uncover EUR14.3 BB in Debt
---------------------------------------------------------
Parmalat Finanziaria Spa, under Extraordinary Administration,
communicates that PriceWaterhouseCoopers has completed a draft
Report on the financial and economic situation of the Parmalat
Group, which indicates, amongst other things, an estimate of the
revenues and profitability of the 2002 financial year and for the
nine months to September 30, 2003 adjusted for non-documented
transactions and unregistered liabilities. The Report also
indicates the Group's indebtedness at September 30, 2003, this
also following adjustments for non-documented transactions and
unregistered liabilities.
PriceWaterhouseCoopers' work is still in progress and therefore
the figures presented in the Report are not final and are subject
to change. However, in order to provide the market with timely
information Parmalat Finanziaria Spa, under Amministrazione
Straordinaria, has decided, in agreement with the Minister of
Productive Activities, to make public some of the information
contained in the Report.
With regard to revenues, profitability and net financial
indebtedness, PriceWaterhouseCoopers' Report highlights
significant differences compared to the figures reported in the
Group's consolidated Financial Statement at December 31, 2002 and
in the Statement at September 30, 2003, as:
(in Euros millions) FY 2002 1.01.-30.09 2003
PWC Company PWC Company
Report consolidated Report consolidated
data data
Revenues 6,202 7,722 4,002 5,376
EBITDA 286 931 121 651
Net Financial Indebtedness
not yet available 1,862 14,300 1,818
PriceWaterhouseCoopers' Report shows that "liquid assets" at
December 31, 2002 and at September 30, 2003 were negligible.
The review of the Group's industrial activities undertaken by
Parmalat Spa, under Extraordinary Administration, with the
assistance of its financial advisers Lazard and Mediobanca, is
still in progress and has the objective of identifying possible
actions to improve the Group's financial performance through the
re-shaping of its portfolio and increased efficiency. The
results of this review together with the PriceWaterhouseCoopers'
Final Report will form the basis for the industrial, economic and
financial restructuring of the Parmalat Group.
At the present time, the Group's production activities have been
substantially stabilised at all the operating units, both
national and international. From a financial viewpoint, the
Group is in a condition make ongoing payments, although there
have been a few exceptions in number of businesses (dairy USA and
in Brazil) where taskforces are already at work with the aim of
helping local management to limit their financial requirements
and to reach agreements with their local financing banks.
With specific regard to Italy, sales of the Group's products have
shown an overall positive trend at the beginning of the year.
Retail sales of UHT milk are up by 13.8% compared to the same
period last year.
PARMALAT GROUP: Brazilian Unit Returns Tomato Plant to Unilever
---------------------------------------------------------------
In November 2003, Parmalat Brasil SA Industria de Alimentos
agreed to buy Industria Brasileira de Alimentos Ltda (Inbal), a
tomato and pulp processing plant in the western state of Goias,
Brazil, from Unilever Plc for an undisclosed sum. But due to the
financial and legal woes that hit the Parmalat Group, the
Brazilian unit decided to return Inbal to the Anglo-Dutch
consumer goods group.
Earlier this month, Parmalat Brasil sold a yogurt factory in the
northeastern city of Natal to raise cash. Parmalat Brasil, which
has yet to post a profit since publishing its earnings in 1998,
failed to pay several of its milk suppliers in the wake of its
parent company's scandal. It has since pledged to pay up by mid-
January 2004.
Parmalat took control of 10% of the pasteurized milk market in
Brazil, 25% of the long-life milk market and 40% of the long-life
carton cream market, according to its 2002 financial statement.
The Company, however, admitted that there has been some
turbulence, especially during the devaluation of the real in 1999
and the devaluation of the Argentine peso in 2002. The Brazilian
unit posted a $28,000,000 loss in the first three quarters of
2003.
Brazilian authorities are currently examining Parmalat's local
operations. Ricardo Gontijo, spokesman for the regulation
bureau, said that there has not been a specific request from
European investigators, but local regulators are examining
balance sheets and financial papers that might reveal information
on the Parmalat fallout. (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: Rolls Out TDMA, CDMA Networks in Americas
-----------------------------------------------------------------
Millicom International Cellular S.A. (Nasdaq:MICC) announced
Monday that it has selected a supplier to overlay its existing
TDMA and CDMA networks in El Salvador (Telemovil) and Honduras
(Celtel) respectively with GSM 800 networks. According to the
contracts signed on January 20, 2004, the nationwide networks
will become operational before the second quarter of 2004.
Marc Beuls, President and Chief Executive Officer of Millicom
International Cellular commented: "This move follows the roll-out
of GSM services in Guatemala and Paraguay in December 2003 and
will facilitate further operational synergies across the region."
Millicom International Cellular S.A., whose long-term corporate
credit is rated 'B+' by Standard & Poor's, 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, Millicom
International provides high-speed wireless data services in five
countries.
CONTACT: MILLICOM INTERNATIONAL CELLULAR S.A.
Marc Beuls, President and Chief Executive Officer
Phone: +352 27 759 101
SHARED VALUE LTD.
Andrew Best Investor Relations
Phone: +44 20 7321 5022
=====================
N E T H E R L A N D S
=====================
BUHRMANN N.V.: Rudi de Becker Leaves Exec. Board for Hagemeyer
--------------------------------------------------------------
Buhrmann N.V. Executive Board member Rudi de Becker (57) has
accepted an offer to become the new CEO of Hagemeyer N.V.
Buhrmann President and CEO Frans Koffrie will take over Mr. De
Becker's responsibilities as President of the Office Products
Europe Division, together with the Division's Regional President
Ruud Majenburg, until further notice.
"We are very sorry to see Rudi de Becker leave our company," said
Mr. Koffrie. "He joined Buhrmann in 2001 after our acquisition
of the Office Supplies Division of Samas and joined our Executive
Board a year later. As President of our Office Products Europe
Division, Rudi has played a key role in the successful
integration of the former Samas operations with Corporate Express
Europe. In addition he drove a number of key initiatives with
regard to management appointments, systems integration,
marketing, and strengthening our sales organization. Having said
that, we respect his decision to accept this new challenge of
heading up Hagemeyer. We thank Rudi for his energetic
contribution to Buhrmann and wish him every success in his new
job."
Mr. De Becker's resignation from Buhrmann takes effect as of
March 1, 2004.
*****
Last month, Standard & Poor's Ratings Services raised its long-
term corporate credit and senior secured bank loan ratings on The
Netherlands-based office products supplier Buhrmann N.V. to 'BB-'
from 'B+' and removed the ratings from CreditWatch, where they
were placed on November 7, 2002. The outlook is stable.
HAGEMEYER N.V.: To Appoint New CEO at Investors Meeting in April
----------------------------------------------------------------
Hagemeyer announces that the Supervisory Board will propose the
Annual General Meeting of Shareholders of April 21, 2004, to
appoint Mr. Rudi W.A. De Becker (57) as Hagemeyer's new CEO. Mr.
De Becker will join Hagemeyer effective March 1, 2004. On the
same date Rob ter Haar, whose resignation was announced in
December 2003, will step down as CEO and member of the Board of
Management.
Mr. De Becker, a Belgian national, joins Hagemeyer from Buhrmann
where he is responsible for all of Buhrmann's operations in
Europe and a Member of the Executive Board. Before joining
Buhrmann, Mr. De Becker was Member of the Board of Samas (office
furniture and office supplies). Previous to this he held a
number of general management positions amongst others with Black
& Decker and Xerox.
"We are very pleased to have been able to attract Rudi De Becker.
He is truly international, having worked and lived in six
countries in Europe and in the U.S. He brings with him a wealth
of operational management experience in the business to business
distribution and services industry. His business experience is
exactly what we need for Hagemeyer in the period to come",
according to Jan Kalff, Chairman of the Supervisory Board.
Rudi De Becker commented: "Hagemeyer is a fine company with a
sound strategy. I am enthusiastically looking forward to leading
the team toward the objective of bringing Hagemeyer back to a
strong and sustainable profit performance".
===========
N O R W A Y
===========
HANSA BORG: Sheds Employees in Drive to Cut Cost
------------------------------------------------
Norwegian brewer Hansa Borg Bryggerier is to axe around 60 jobs
at its main brewery in Bergen, western Norway, according to just-
drinks.com.
The move is part of the company's drive to cut cost amidst high
beer taxes, increased cross-border trade with Sweden and Denmark,
and increased smuggling of beer and high sales of strong
alcoholic beverages. A total of 100 jobs are in line for axing
under the plan.
The company hopes it could carry the plan through voluntary and
early retirement, according to staff director Sigurd Teigen.
Force lay-offs are inevitable once the number of workers who
leave voluntarily are too low.
Hansa, a group of local breweries Hansa Bryggeri, Borg Bryggerier
and Christianssands Bryggeri, has a total of around 800
employees.
=====================
S W I T Z E R L A N D
=====================
ABB LIMITED: Extent of Loss in 2002 Could be Carried this Year
--------------------------------------------------------------
ABB Limited, the leading power and automation technology group
currently disposing assets to reduce a US$8.3 billion debt, could
post full year losses that will be in line with 2002.
AFX News, citing NZZ am Sonntag, reported over the weekend that
Chief Executive Officer Juergen Dormann said: "In spite of good
progress at our core divisions, we will post a 2003 loss. It
will lie around the previous year's levels."
ABB's net loss in 2002 reached US$783 million and during the
first nine months of 2003, the net loss reached US$379 million,
the report added.
Moreover, Dormann reiterated the group's goal to reach 8% EBIT
margin for 2005. He said the target will be reached regardless
of whether the economic recovery holds up.
===========================
U N I T E D K I N G D O M
===========================
ADHAERO TECHNOLOGIES: Liquidation Petition to be Heard Jan. 30
--------------------------------------------------------------
A Petition to wind up Adhaero Technologies Limited of Centre for
Advanced Industry, Coble Dene, North Shields, Tyne and Wear NE29
6OE, presented on November 28, 2003 by Susan Elain Morrow, of 12
Crabtree Road, Stocksfield, Northumberland NE43 7NX, claiming to
be a Creditor of the Company, will be heard at the Newcastle upon
Tyne County Court, The Law Courts, Quayside, Newcastle upon Tyne
NE1 3LA, on January 30, 2004, at 1430 hours (or as soon
thereafter as the Petition can be heard).
Any person intending to appear on the hearing of the Petition
(whether to support or oppose it) must give notice of intention
to do so to the Petitioner or its Solicitor in accordance with
Rule 4.16 by 1600 hours on January 29, 2004.
The Petitioner's Solicitor is Dickinson Dees, St Ann's Wharf, 112
Quayside, Newcastle upon Tyne NE99 1SB. (Ref JAP/JA/MOR/206/1.)
*****
Adhaero Technologies offers document content security solution
for encrypting and adding digital rights to Microsoft Office
documents and emails.
It was formed in 2000 from the merger of a U.S. based (WinVista
Corporation) and a U.K. based (HM Software Ltd) company.
Adhaero has offices in Boca Raton, Florida, London, U.K. and
Hohenlinden, Germany.
ARIA EVENTS: Creditors' Meeting Set for February 11
---------------------------------------------------
A meeting of creditors of Aria Events Management & Aria Ice
Limited is set for Wednesday, February 11, Vincent Eckerman,
director advertised, according to Evening Gazette.
The Teesside company runs temporary town center ice rinks that
closed in December because it failed to pay outstanding insurance
last month. The remaining office staff were sent home on
Christmas eve without a job.
According to the report, a list of names and addresses of the
creditors will be available for inspection at Fernwood House,
Fernwood Road, Jesmond, Newcastle NE2 1TJ from February 9.
CINTEX GROUP: Calls in Receivers from Kroll
-------------------------------------------
Joint Administrative Receivers from Kroll Limited have been
appointed to Cintex Group Holdings Ltd., designer and
manufacturer of a variety of testing instruments.
The motion was filed by Bank of Scotland under the terms of a
debenture dated May 25, 1999 that gives the holders a fixed and
floating charge over the whole of the assets of the company.
Cintex's broad product portfolio embraces: Metal Detection,
Checkweighing, X-Ray examination, Vision Systems, Line
Management/Data Collection software.
CONTACT: CINTEX U.K. OFFICE
Cintex Group Ltd.
Featherstone Road
Wolverton Mill
Milton Keynes
MK12 5 QN
Phone: 44(0)1908 629200
Fax: 44(0)1908579824
E-mail: info@cintex.co.uk
KROLL
EMEA Headquarters
10 Fleet Place
London, EC4M 7RB United Kingdom
Phone: +44 (0)20 7029 5000
Fax: +44 (0)20 7029 5001
Home Page: http://www.krollworldwide.com/
Contact:
Gurpal Johal, Administrative Receiver
E-mail: gjohal@krollworldwide.com
EGG PLC: Prudential Receives Unsolicited Bids
---------------------------------------------
On January 14, 2004, Prudential plc announced that it was in
preliminary discussions regarding a possible transaction with
respect to its approximately 79% shareholding in Egg.
While these discussions have been continuing Prudential has
received unsolicited indications of interest from a number of
other parties and, with a view to delivering value for its
shareholders, Prudential has now begun a process that will give a
number of potential purchasers an opportunity to make a proposal.
This may or may not lead to a transaction.
Morgan Stanley is acting for the Prudential Group and for no one
else in connection with the potential transaction and will not be
responsible to anyone other than the Prudential Group for
providing the protections afforded to clients of Morgan Stanley
nor for providing advice in relation to the potential
transaction.
CONTACT: Media
Geraldine Davies
Phone: +44 20 7548 3911
Steve Colton
Phone: +44 20 7548 3721
Analysts and Investors
Rebecca Burrows
Phone: +44 20 7548 3537
Marina Lee-Steere
Phone: +44 20 7548 3511
MORGAN STANLEY
Phone: +44 20 7425 5000
Simon Ellis
Clifford Abrahams
FILTRONIC PLC: Board Opts To Break Up Business into 4 Segments
--------------------------------------------------------------
Filtronic plc, a leading designer and manufacturer of customized
microwave electronic subsystems for the wireless
telecommunications and defense industries, announces a
Reorganization of its business segments into four units.
Regarding the Reorganization, Professor J David Rhodes CBE FRS
FREng, Executive Chairman, made this statement:
"Following our success in being selected by an Original Equipment
Manufacturer customer to supply initial quantities of integrated
radio frequency head units containing power amplifiers, the Board
of Filtronic plc has decided to reorganize Filtronic's business
segments into four units. This is to ensure that the company is
best positioned to address the challenges of moving from the
development stage into production with a broad range of new
products. Many of these will incorporate compound semiconductor
devices from our fabrication facility at Newton Aycliffe.
The Wireless Infrastructure business segment will continue to
address the leading OEMs by supplying radio frequency front end
products for wireless base stations, including power amplifiers.
The Handset Products business segment, which supplies antennas
for mobile handsets, remains unchanged.
The third business segment, to be called Integrated Products,
will incorporate activities previously included in the Broadband
Access, Electronic Warfare and Compound Semiconductor business
segments. This business will be responsible for the development,
manufacture and supply of the compound semiconductor devices,
which increasingly will form the basis of higher value Filtronic
products addressing a range of markets. Such devices will
include the high performance, high power modules for the base
station power amplifier products.
Each of these business units is to be headed by a Chief Executive
Officer or Managing Director who will report directly to me.
A fourth business segment, Central Services, will incorporate the
digital signal processing expertise of Filtronic Sigtek together
with a small research and development team based in Saltaire and
other group administrative services. The greater part of the
central development group which has been involved in particular
in recent years with the power amplifier products has now been
reallocated either to the Wireless Infrastructure business or the
Integrated Products business as appropriate to facilitate the
move to production quantities.
To aid understanding of the financial performance of these new
business units, we have set out below the Business Segment
analysis of sales and operating profit (after charging goodwill
amortisation and share compensation charges) for the six months
ended November 30, 2002 and the year ended May 31, 2003 in their
restated form.
The Board of Filtronic plc expects to announce the results for
the six months ended November 30, 2003 on Monday February 2,
2004."
Business segment analysis 6 Months Ended Year Ended
30 November 2002 31 May 2003
Sales GBP000 GBP000
Wireless infrastructure 81,454 151,715
Handset products 24,324 51,242
Integrated products 17,402 37,443
Central services 1,219 1,771
Inter segment (530) (903)
123,869 241,268
Operating profit
Wireless infrastructure 13,443 20,962
Handset products 5,173 10,834
Integrated products (14,203) (19,344)
Central services (2,965) (5,737)
1,448 6,715
Note that the operating loss of Integrated Products is after
charging exceptional closure costs of GBP2,719,000 (Six months
ended 30 November 2002) and GBP1,812,000 (Year ended 31 May
2003).
Professor J D Rhodes CBE FRS FREng
Executive Chairman
CONTACT: FILTRONIC PLC
Professor J David Rhodes CBE FRS FREng
(Executive Chairman)
Phone: 01274 530622
John Samuel (Financial Director)
Phone: 01274 530622
BINNS & CO PR LTD
Peter Binns
Phone: 020 7786 9600
Paul McManus
Phone: 07980 541 893
FORD MOTORS: Moving Car Production Out of London
------------------------------------------------
Ford Motor Co., the world's second- largest automaker, will close
its plant in Aveley, east of London as part of a cost-cutting
drive, according to Bloomberg News.
About 150 of the company's 550 workers are to lose their job,
while the rest will relocate to other Ford sites, the report
quoted company spokesman Tim Holmes saying. This as the company
moves production of pilot vehicles from Aveley to factories in
Germany and Spain.
The Transport and General Workers union deemed the firm's move a
violation of the company's agreements with the union to prevent
job losses to the extent possible.
Ford Europe, which had a pretax loss of US$1.1 billion in 2003,
is cutting jobs in Belgium and elsewhere in the U.K.
FURNISS FOODS: KPMG Appointed as Administrative Receiver
--------------------------------------------------------
Richard Hill and Brian Green from KPMG Corporate Recovery were
appointed Monday Joint Administrative Receivers of Furniss Foods
Limited, based in Redruth, Cornwall.
Established in 1886, Furniss is a manufacturer of specialty
biscuits and other baked products; the business employs 150
people.
Richard Hill, KPMG Corporate Recovery Partner and joint
administrative receiver said:
"There are currently no plans for any redundancies, and trading
is continuing whilst efforts are made to sell the company as a
going concern.
"There has already been significant interest from various parties
and we are hopeful that a sale can be achieved."
About KPMG
KPMG is the global network of professional services firms whose
aim is to turn understanding of information, industries, and
business trends into value.
KPMG LLP operates from 22 offices across the U.K. with more than
9,000 partners and staff. KPMG recorded a U.K. fee income of
GBP1,008 million in year ended September 2003.
KPMG LLP, a U.K. limited liability partnership, is the U.K.
member firm of KPMG International, a Swiss cooperative.
CONTACT: KPMG
Judith Dow, Corporate Communications
Phone: 0207 694 8584
Mobile: 07786 197718
E-mail: judith.dow@kpmg.co.uk
KPMG Press Office
Phone: 0207 694 8773
HOLLINGER: Adopts 'Poison Pill'; Sues Lord Black
------------------------------------------------
Hollinger International Inc. (NYSE: HLR) announced that the
Corporate Review Committee of its Board of Directors (the
Committee) has taken a series of actions so that independent
directors can effectively represent the interests of all of
shareholders in the current situation. The Committee unanimously
approved a shareholder rights plan (commonly known as a "poison
pill"), as well as the filing of a lawsuit in Delaware Chancery
Court seeking relief regarding a number of actions taken by Lord
Black through his control of Hollinger Inc. (HLG)
The Committee's actions reflect its commitment to ensuring that
the Board of Directors be able to effectively represent all of
the Company's shareholders -- not just one with a minority stake
that has controlling votes. As has previously been reported, HLG
and its controlling shareholder, Lord Black, is attempting to
sell a super-voting minority stake in the Company. This
transaction is being proposed at a time when HLG and Lord Black's
liabilities to the Company are under investigation and in
dispute. Further, the transaction is currently structured in a
way that does not enable other shareholders to benefit. The
Committee believes it must have the ability to represent
shareholders in any transaction affecting the control of the
Company.
Additionally, the Committee's actions support the work of the
Special Committee of the Board of Directors, with its mandate to
investigate and pursue claims on behalf of the Company.
Specifically, the Committee intends to create a means and an
opportunity for restitution for the Company and its shareholders.
The Committee is comprised of all of the Company's independent
directors, and is chaired by Gordon A. Paris, the interim
Chairman and Chief Executive Officer. The independent directors
are: The Hon. Richard N. Burt, The Hon. Henry A. Kissinger,
Shmuel Meitar, The Hon. Richard Perle, Graham W. Savage, The Hon.
Raymond G.H. Seitz and The Hon. James R. Thompson.
Details of the shareholder rights plan and the legal action
commenced are provided below. The Committee also noted that it
would pursue a full Board meeting to continue its objectives of
providing restitution for the Company and fair treatment for its
shareholders. The Committee believes the actions taken by it are
necessary to protect all of the Company's shareholders.
*****
On January 18, 2004, pursuant to an agreement with Lord Black,
Press Holdings International Limited, an affiliate of Sir David
and Frederick Barclay (the Barclays), announced a cash tender
offer for the outstanding shares of Hollinger Inc. (HLG), the
Company's controlling shareholder.
Action in Delaware Chancery Court
On Friday, January 23, 2004, Lord Black executed a written
consent purporting to change the functioning of the Board of
Directors, among other things disbanding the Corporate Review
Committee. The Corporate Review Committee does not believe Lord
Black had the power to disband the Corporate Review Committee and
is challenging various aspects of the action taken in Delaware
Chancery Court.
The lawsuit filed in Delaware Chancery Court seeks, among other
things, the following relief:
(a) A preliminary injunction preventing Lord Black from
continuing his breaches of fiduciary duties as director of
Hollinger International, and restraining him and companies
controlled by him from attempting to consummate the transaction
he negotiated with the Barclays for the change of control of
Hollinger International's controlling shareholder, HLG;
(b) Declaratory relief regarding the invalidity of Lord Black's
attempt to disband the Committee;
(c) A preliminary injunction against Lord Black's continued
breach of the Restructuring Agreement he entered into with
Hollinger International on November 15, 2003, under which he
promised to allow the directors of the Company to pursue a
"Strategic Process" to determine the best strategic alternatives
for the Company and its shareholders.
(d) Declaratory relief that if the proposed transaction with the
Barclays is completed, the super-voting shares of Class B Common
Stock of Hollinger International held by HLG, will automatically
be converted to single-vote shares of Class A Common Stock,
thereby reducing the voting power to be acquired by the Barclays
to approximately 30% of the voting power of the Company (not the
approximately 70% of the voting power that HLG currently holds as
a result of the ten-vote per share power of the Class B Common
Shares).
Shareholder Rights Plan
Under the shareholder rights plan, which the Corporate Review
Committee had been discussing prior to the move by HLG to change
the Company's bylaws, the dividend will be paid and the rights
issued to holders of record of Hollinger International's Common
Stock as of February 5, 2004, subject to a court ruling that the
Corporate Review Committee has not been disbanded by Lord Black's
maneuvers on Friday. Upon such ruling, the rights will
automatically be issued to Hollinger International shareholders
of record as of the record date.
In connection with the rights plan, the Corporate Review
Committee declared a dividend of one preferred share purchase
right (a "Right") for each share of Class A Common Stock and
Class B Common Stock held of record at the close of business on
February 5, 2004, subject to a determination by a court of
competent jurisdiction that the Committee is still a duly
authorized committee with the powers delegated to it by the
Company's Board of Directors on January 20, 2004. Each Right, if
and when exercisable, entitles its holder to purchase from the
company one one-thousandth of a share of a new series of
preferred stock at an exercise price of $50.
The Rights will separate from the Class A Common Stock and Class
B Common Stock and become exercisable only if a person or group
beneficially acquires, directly or indirectly, 20% or more of the
outstanding shareholder voting power of the company without the
approval of the company's directors, or if a person or group
announces a tender offer which if consummated would result in
such person or group beneficially owning 20% or more of such
voting power. The directors of the company may redeem the Rights
at $0.001 per Right at any time prior to the separation of the
Rights from the Class A Common Stock and Class B Common Stock.
Under most circumstances involving an acquisition by a person or
group of 20% or more of the shareholder voting power of the
company, each Right will entitle its holder (other than such
person or group), in lieu of purchasing preferred stock, to
purchase Class A Common Stock of the company at a 50% discount.
In addition, in the event of certain business combinations
following such an acquisition, each Right will entitle its holder
to purchase the common stock of an acquiror of the company at a
50% discount.
Lord Black and each of his controlled affiliates, including
Hollinger Inc., are considered "exempt shareholders" under the
Plan, meaning that, so long as Lord Black and his affiliates do
not collectively own more of the shares of Class A and Class B
Common Stock owned by them today (which represent in the
aggregate approximately 73% of the voting power of the Company)
directly or indirectly, the Rights will not separate as a result
of such ownership. This exemption would not apply to any person
or group to whom Lord Black or one of his affiliates transfers
ownership, whether directly or indirectly, of any of the
company's shares. Consequently, the Rights may become
exercisable if Lord Black transfers sufficient voting power to an
unaffiliated third party through a sale of interests in the
company, Hollinger Inc., Ravelston Management Inc. or another
affiliate, including pursuant to the tender offer for Hollinger
Inc. shares announced by the Barclays.
The agreement governing the rights plan provides that on or
before January 25, 2005, the Special Committee (or any other
committee of independent directors of the Board who were not the
subject of the report delivered by the Special Committee) will
re-evaluate the plan to determine whether it remains in the best
interests of the company's shareholders. If determined as
necessary, such committee may recommend amendments to the Board
of Directors to the rights plan, or a redemption of the Rights.
Unless earlier redeemed, exercised or exchanged, the Rights will
expire on January 25, 2014. The distribution of the Rights will
not be taxable to shareholders. A summary of the Rights Plan
will be mailed to shareholders if and when the Committee's
continued standing and power is confirmed in court. The Company
will file a copy of the Rights Agreement on a Form 8-K promptly.
Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the
Chicago Sun-Times and a large number of community newspapers in
the Chicago area, The Jerusalem Post and The International
Jerusalem Post in Israel, a portfolio of new media investments
and a variety of other assets.
INSURANCE BROKERS: Will Hold Creditor Meetings on February 26
-------------------------------------------------------------
Notice is hereby given, pursuant to Section 105 of the Insolvency
Act 1986, that General Meetings of Members and of Creditors of
Insurance Brokers International Limited will be held at the
offices of PricewaterhouseCoopers LLP, Plumtree Court, London
EC4A 4HT on February 26, 2004 at 10.30 A.M. until 12.30 P.M. for
the purposes of having an account laid before them, and to
receive the report of the Joint Liquidators showing how the
winding-up of the company has been conducted and its property
disposed of and of hearing any explanation that may be given by
the liquidators.
Any Member or Creditor entitled to attend and vote at the above
mentioned meetings is entitled to appoint a Proxy to attend and
vote instead of him, and such proxy need not also be a Member or
Creditor. Forms of proxy to be used at the meetings must be
lodged with the Joint Liquidators at PricewaterhouseCoopers LLP,
Plumtree Court, London EC4A 4HT not later than 12.00 noon on
February 23, 2004.
Paul Anthony Brereton Evans, Joint Liquidator
LEEDS UNITED: Creditors Grant Extension of Standstill Agreement
---------------------------------------------------------------
The Board of Leeds United PLC announces that the standstill
period with the Company's principal finance creditors has been
extended to 5 P.M. on January 30, 2004. As previously announced,
the standstill agreement also provides for a further extension to
February 6, 2004, conditional on achievement of certain financial
and other covenants.
CONTACT: LEEDS UNITED
Trevor Birch, Chief Executive
Phone: 0113 367 6000
Neil Robson, Finance Director
Phone: 0113 367 6000
HOLBORN PR
Phone: 020 7929 5599
David Bick
Phone: 07831 381 201
Trevor Phillips
Phone: 07889 153 628
LEEDS UNITED: Debt Surpasses GBP105 Million Mark, Report Says
-------------------------------------------------------------
Leeds United's debt emerged to be more than the GBP80 million
estimated earlier, The Evening Standard reported.
According to the article, the club's liabilities include GBP60
million debts to bondholders, including two American finance
companies -- Teachers and Met Life -- and the British investment
company, M&G; GBP20 million to Guernsey-based Registered European
Football Finance; GBP10 million to the Inland Revenue; GBP6
million as severance payments to former Leeds managers David
O'Leary and Peter Reid, and talent fee for Manchester City
striker Robbie Fowler; GBP4 million to assorted creditors; and
GBP3.5 million to an unnamed bank as part of a loan secured
against the training ground.
Including interest and penalty payments, the figure is more than
GBP105 million, according to the report.
Leeds United needs around GBP5 million to keep operating until
the end of the season. To augment funds expected to come from
potential rescuers, Acting Chairman Trevor Birch is pushing for
players and staff to take a wage deferral of 30%.
The club's annual bill could reach around GBP40 million as,
despite shedding several top players last summer, it still keeps
on its payroll 18 players earning more than GBP1 a year. It also
continues to pay GBP12,000 of Mr. Fowler's GBP35, 000 a week
wages.
An estimated GBP6 million that the company hopes to generate is
expected to help the company avoid a fire-sale of their best
players, and give them a fighting chance to survive.
MACFARLANE GROUP: To Focus on 'Business Basics' Program
-------------------------------------------------------
As set out on December 19, 2003, the Board of Macfarlane Group is
providing details of the review of group operations completed by
Peter Atkinson, the Chief Executive, who joined the group in
October 2003. This is part of a pre-close trading update ahead
of our preliminary announcement, which will be issued in the week
commencing March 29, 2004. The Board's expectations of the
trading results for 2003, prior to the restructuring program set
out by the Chief Executive in this statement, remain unchanged.
The conclusion of the review is that the key businesses
comprising Macfarlane Group have good growth potential and
significant opportunities to improve their trading performance.
The reorganization process that has taken place in the
Distribution business over the last two years, which involved the
integration of two major acquisitions, moving from 45 local sites
to 15 regional distribution centers, implementation of a new IT
system and the disposal of our loss-making Northern packaging
manufacturing operations, has been particularly demanding,
diverting attention from customer service.
That process is now largely complete and the immediate objective
is to drive performance improvement through focus and effective
implementation of a 'business basics' program. This will
involve:
(a) Comprehensive sales coverage to protect and develop the
existing customer base
(b) Implementation of new sales and marketing initiatives to
improve new business generation
(c) Rebuilding supplier relationships to reduce material costs
and present Macfarlane as a key sell-through channel to major
manufacturers
(d) Ongoing cost reduction through best practice implementation
and streamlining the supply chain
To execute this program, exceptional restructuring charges of
GBP3.5 million will be incurred in 2003, of which GBP1.7 million
is a cash cost relating primarily to headcount reductions and
site closures; the non-cash element relates to the write-down of
certain assets, which the company no longer uses. The benefit of
the restructuring and the actions planned will deliver a
significant and sustainable improvement in the trading
performance in 2004 and beyond.
Peter Atkinson Chief Executive of Macfarlane Group said,
"Macfarlane Group has significant potential, with good positions
in a number of key market sectors. The substantial changes,
which have taken place over the last two years have caused major
disruption in the business and seriously impacted the financial
performance. Our intention is to refocus management in the
business on the effective implementation of the basics: customer
service, new business, supplier relationships and cost reduction.
The early signs are that this new approach is beginning to have a
positive impact with improving service levels, stability in the
customer base, some early success in recovering lost customers
and a number of major account wins pending. The expectation for
2004 is significant performance improvement."
Archie Hunter, Chairman of Macfarlane Group since November 2003
said, "The Board fully endorses the outcome of Peter Atkinson's
pragmatic review. The Board's conviction is that nothing should
be allowed to interfere with the establishment of the strongest
possible platform for recovery and return to profitability. The
CEO's review indicates that group trading operations will deliver
a significant improvement and will be cash positive in 2004. The
property disposal program to divest surplus sites from former
trading activities is proceeding in line with plan and there is
interest in a number of the sites. Our progress against the
objectives set in this review and the property disposal program
will be a key aspect of dividend consideration in our March 2004
announcement."
CONTACT: MACFARLANE GROUP
Archie S. Hunter, Chairman
Phone: 0141 333 9666
Peter D. Atkinson, Chief Executive
Phone: 0141 333 9666
NOSTALGIABUS LIMITED: Liquidation Petition Hearing is on Feb. 11
----------------------------------------------------------------
The petition to wind Nostalgiabus Limited will be heard at the
Royal Courts of Justice, Strand, London WC2A 2LL, on February 11,
2004, at 1030 hours (or as soon thereafter as the Petition can be
heard). The company motioned to liquidate itself in agreement
with the Joint Supervisors of its Company Voluntary Arrangement.
Any person intending to appear on the hearing of the Petition
(whether to support or oppose it) is required to give notice of
intention to do so to the Petitioner or its Solicitor in
accordance with Rule 4.16 by 1600 hours on February 10, 2004.
The Petitioner's Solicitor is Edwin Coe, 2 Stone Buildings,
Lincoln's Inn, London WC2A 3TH. (Ref AJM.TAT.8.2.)
CONTACT: EDWIN COE
2 Stone Buildings
Lincoln's Inn
London
WC2A 3TH
DX:: 191 LDE
Phone: +44-(0)20-7691-4000
Fax: +44-(0)20-7691-4111
E-mail: law@edwincoe.com
Home Page: http://www.edwincoe.com
NOSTALGIABUS LIMITED
Keen House
4 Calshot Street
London N1 9DA
PNC TELECOM: Announces Change of Registered Office Address
----------------------------------------------------------
The directors of PNC Telecom plc hereby announce that the
registered office address of PNC Telecom plc has changed to:
The Old Town Hall
6 Market Place
Warminster
Wiltshire
BA12 9AP
CONTACT: PNC TELECOM PLC
Nigel Etherington, Company Secretary
Phone: +44 (0) 1985 847777
Homepage: http://www.pnctele.com
Media enquiries
Bankside
Julian Bosdet / Alex Tweed
Phone: +44 (0) 20 7444 4140
E-mail: alexandra.tweed@bankside.com
Homepage: http://www.bankside.com
SAUNDERS & GORDON: Calls in Receivers from Menzies
--------------------------------------------------
Royal Bank Invoice Finance Limited last month called Joint
Receivers from Menzies Corporate Restructuring for Saunders &
Gordon Sound Studios Limited, formerly Swancare Limited.
The joint receivers of the Recording Studio are Paul John Clark
and Andrew Gordon Stoneman.
CONTACT: MENZIES CORPORATE RESTRUCTURING
17-19 Foley Street
London W1W 6DW
Contact:
David Chappell
Phone: 01462 492095
SAUNDERS & GORDON SOUND STUDIOS
Contact:
Robin Saunders
E-mail: robin@saundersandgordon.co.uk
Ken Gordon
ken@saundersandgordon.co.uk
SOMERVILLE LABORATORIES: In Liquidation
---------------------------------------
An Extraordinary Resolution and Ordinary Resolution of Somerville
Laboratories Limited on January 14 provided for the Voluntary
Liquidation of the company by reason of its insurmountable
liabilities.
John Kelmanson was appointed liquidator of the company, a notice
posted by the company in the London Gazette reads.
Somerville Laboratories specializes in metal finishing
treatments.
CONTACT: SOMERVILLE LABORATORIES LTD.
Unit C4 Six Bridges Trading Estate
Marlborough Grove
London
SE1 5JT
London
Phone: 020 7231 8383
Fax: 020 7237 3493
THE KELMANSON PARTNERSHIP
Avco House
6 Albert Road
Barnet
Hertfordshire
EN4 9SH
Phone: +44 (0) 208 441 2000
Fax: +44 (0) 208 441 3000
E-mail: tkp@kelpart.co.uk
Home Page: http://www.kelpart.co.uk/
SPENCER GIFTS: Calls in Liquidators from Kroll
----------------------------------------------
At an Extraordinary General Meeting of the Spencer Gifts (U.K.)
Limited, duly convened, and held at Kroll Limited, 10 Fleet
Place, London EC4M 7RB, on December 18, 2003, at 11.00 a.m., the
following Resolutions were duly passed, as an Extraordinary
Resolution and as an Ordinary Resolution respectively:
"That it has been proved to the satisfaction of this Meeting that
the Company cannot, by reason of its liabilities, continue its
business, and that it is advisable to wind up the same, and
accordingly that the Company be wound up voluntarily, and that
Gary Peter Squires and Andrew J Pepper, of Kroll Limited, 10
Fleet Place, London EC4M 7RB, be and are hereby appointed Joint
Liquidators for the purposes of such winding-up."
M MacAulay, Chairman
CONTACT: SPENCER GIFTS
Grays Essex
RM20 2ZQ
Phone: 01708 862668
KROLL
EMEA Headquarters
10 Fleet Place
London, EC4M 7RB United Kingdom
Phone: +44 (0)20 7029 5000
Fax: +44 (0)20 7029 5001
Home Page: http://www.krollworldwide.com/
Contact:
Gary Squires
E-mail: gsquires@krollworldwide.com
Andrew Pepper
E-mail: apepper@krollworldwide.com
STENMAR GROUP: KPMG Receiver Sells Sonavision Unit to Management
----------------------------------------------------------------
Blair Nimmo, the head of KPMG Corporate Recovery in Scotland, the
Receiver of Stenmar Group Ltd. has announced the sale of one of
the group businesses, Stenmar Sonavision Ltd, in a management
buy-out.
Aberdeen-based Sonavision, which designs, manufactures and
repairs sonar and seabed mapping devices, has been sold for an
undisclosed sum to a team including three of its former
directors, Don McGregor, Andrew Williamson and Robert Wilkinson.
Joining the management team will be Geoff Bush as finance
director. The new company will continue to trade as SonaVision
(TM).
Joint Receiver Blair Nimmo, head of KPMG Corporate Recovery in
Scotland, said: "We are pleased to have sold the business as a
going concern so quickly saving important local jobs and we wish
the new management team every success for the future."
Don McGregor commented: "The new business will focus on the
recently developed wideband sonar Mercury(TM) and the RoxAn(TM)
RoxSwath(TM) seabed mapping systems. The customer base of the
company will continue to be serviced from Aberdeen by the
existing staff who remain excited by the challenges of the
business."
Sonavision was part of the Stenmar Group which went into
Receivership on Monday December 29, 2003 following contract
problems at Sonavision and cost over-runs and delays in
completing the Ocean Frontier centre at Loch Linnhe, near Fort
William. The Receivers are still seeking a buyer for the
remaining businesses and assets.
KPMG Corporate Recovery has over 500 professional staff in 22
offices around the U.K. and provides two distinct types of
service: advice and assistance to insolvent companies and
individuals, their creditors, and their other stakeholders (known
as Insolvency Services); and restructuring advice to companies
who are underperforming or experiencing liquidity problems (known
as Restructuring Services).
About KPMG
KPMG is the global network of professional services firms who
provide audit, tax and advisory services.
KPMG LLP operates from 22 offices across the U.K. with 9,000
partners and staff. KPMG recorded a U.K. fee income of GBP1,008
million in the year ended September 2003.
KPMG LLP, a U.K. limited liability partnership, is the U.K.
member firm of KPMG International, a Swiss cooperative.
CONTACT: KPMG
Blair Nimmo, Corporate Recovery
Phone: 0141 300 5588
Mobile: 077774 617582
E-mail: blair.nimmo@kpmg.co.uk
Wilma Littlejohn, PR Manager Scotland
Phone: 0131 527 6818
Mobile: 07789 922521
E-mail: wilma.littlejohn@kpmg.co.uk
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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-
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Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland
USA. Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee
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Copyright 2004. All rights reserved. ISSN 1529-2754.
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