/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/040203.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Tuesday, February 3, 2004, Vol. 5, No. 23 Headlines G E R M A N Y BRENNTAG AG: Receives 'BB-' Rating Due to 'High Indebtedness' EM.TV & MERCHANDISING: Redemption Deadline Extended to Feb. 13 SCHEFENACKER AG: Senior Sub-notes Rated 'B-'; Outlook Stable H U N G A R Y PARMALAT HUNGARIA: Investors OK Proposal to File for Bankruptcy I T A L Y PARMALAT FINANZIARIA: Brazil Unit Pays Local Suppliers US$9 Mln PARMALAT FINANZIARIA: Double-billing System to Obtain Loan Bared L U X E M B O U R G MILLICOM INTERNATIONAL: Proposes 4-for-1 Stock Split P O L A N D NETIA SA: Conference Call on 2003 Financial Results Set Feb. 26 S W E D E N INTENTIA INTERNATIONAL: 2003 Net Revenue Down by SEK721 Million INTENTIA INTERNATIONAL: Bares Shortlist of New Directors SCANDINAVIAN AIRLINE: Adjusts Flight Schedules Due to Strikes U N I T E D K I N G D O M AORTECH INTERNATIONAL: Talks with 'Mystery Buyer' Collapse AUTOTRAC PLC: Calls in Administrator CANARY WHARF: Reichmann Loses Chance to Bid for Firm He Founded CASTLEBLAIR: To Shut down Remaining Factories in Scotland DAEWOO CARS: Decides to Voluntarily Wind up Business EMSLEY INVESTMENTS: Members Approve Voluntary Liquidation GARFIELD MANUFACTURING: Falls into Receivership INVENSYS PLC: Another Debt Restructuring Seen LEEDS UNITED: Standstill Period Extended Until February 6 LOGCOM GROUP: Administrators Confident Buyer Will Surface Soon PPL THERAPEUTICS: Disposes Technology to Create Clone Sheep SAFEWAY PLC: Kohlberg Kravis Clears Way for Wm Morrison's Offer SNOW LEOPARD: Enters Administration THORPE BROS: Creditors to Meet February 5 UDEN ASSOCIATES: Calls in Joint Administrators VOSS NET: Raises New Capital; Settles Professional Fees * Large Companies with Insolvent Balance Sheets ********* ============= G E R M A N Y ============= BRENNTAG AG: Receives 'BB-' Rating Due to 'High Indebtedness' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' long-term corporate credit rating to Germany-based distributor of industrial and specialty chemicals, Brenntag AG. The rating also covers the related steel distribution operator, Interfer (together referred to as "the group"). At the same time, Brenntag's senior secured facilities were assigned a 'BB-' rating, and the senior subordinated term loan was rated 'B'. The outlook is stable. "The ratings on the group reflect its high indebtedness following its leveraged buyout from Germany-based logistics company Stinnes AG, which is expected to be closed in the first quarter of 2004," said Standard & Poor's credit analyst Martin Amann. Proceeds from the bank facilities will primarily be used to fund the leveraged buyout, which is sponsored by Bain Capital Partners. The group's aggressive financial profile is partly offset by its leading positions in the chemical distribution industry; it is the market leader in Europe and Latin America, and number three in the North American market. The ratings also benefit from Brenntag's relatively variable cost structure, which should help it to continue its demonstrated operating margin stability. Brenntag's operations benefit from sound customer, product, supplier, and geographical diversification. As one of the larger chemical distribution providers, Brenntag should also benefit from increased outsourcing and industry consolidation. Nevertheless, the industry is expected to remain highly fragmented and pricing pressure is expected to continue. "The stable outlook factors in the expectation of an improvement in the company's profitability, cash flow generation, and financial profile, as a result of Brenntag's solid market position, business stability, and demonstrated track record in improving EBITDA generation," said Mr. Amann. Standard & Poor's also expects EBITDA cash fixed-charge cover to exceed 3.0x, and total debt to EBITDA to decrease to about 4.0x in the medium term. The outlook is also based on the expectation that liquidity will remain sufficient and that Brenntag will remain comfortably in compliance with its financial covenants. EM.TV & MERCHANDISING: Redemption Deadline Extended to Feb. 13 -------------------------------------------------------------- EM.TV & Merchandising AG has decided to extend the acceptance period for the offer made to holders of EM.TV & Merchandising AG EUR400 million 4% convertible bonds of 2000/2005, originally set for January 30, 2004 at 12:00 a.m. until February 13, 2004 at 12:00 a.m., Central European Winter Time. As of January 30, 2004, most likely 88% or more of the bondholders (based on the outstanding principal of the convertible bond) will have accepted the offer made by EM.TV & Merchandising AG. Due to transaction clearing the exact acceptance rate will be determined in a few days. EM.TV continues to require the approval of 97.5% if it is to avoid insolvency. CONTACT: EM.TV & MERCHANDISING Frank Elsner, Kommunikation fur Unternehmen GmbH Phone: ++49 - 54 04 - 91 92 0 SCHEFENACKER AG: Senior Sub-notes Rated 'B-'; Outlook Stable ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B+' long-term corporate credit rating to Germany-based automotive supplier Schefenacker AG, reflecting its high leverage. At the same time, Standard & Poor's assigned its 'B-' rating to the company's proposed EUR175 million ($221 million) senior subordinated notes. The outlook is stable. "The rating reflects the group's high financial leverage and modest free cash flow generation," said Standard & Poor's credit analyst Martin Amann. "Schefenacker also has a focused product range, a fairly concentrated customer base, is exposed to the new car production cycle, and faces the challenge to improve operating efficiency and EBITDA generation." This is partly mitigated by Schefenacker's leading market positions, its innovative products, as well as the favorable volume and unit price trends that it gains from the production of exterior auto parts that are significant in car design. When its proposed debt refinancing is completed, the group is expected to have about EUR400 million in total debt and debt- like liabilities, excluding a shareholder loan. The group is expected to remain highly leveraged in the foreseeable future. "The stable outlook reflects Standard & Poor's expectation that Schefenacker will successfully close its proposed refinancing, or find other alternatives to secure adequate financing and extend its debt maturity profile," said Mr. Amann. "The group is also expected to generate sufficient cash flows and to hold sufficient liquidity to meet its financial obligations over the next 12-18 months." ============= H U N G A R Y ============= PARMALAT HUNGARIA: Investors OK Proposal to File for Bankruptcy --------------------------------------------------------------- Shareholders of Parmalat Hungaria Rt on Saturday resolved to initiate bankruptcy proceedings, according to Budapest Business Journal. The shareholders' meeting was adjourned to March 1. Chief Executive Christiano Villani was quoted in the report saying, by filing for liquidation the firm wanted to gain time to draft a survival plan. Last month, TCR-Europe cited Budapest Business Journal saying, industry insiders are expecting Parmalat Hungaria to be sold as mounting pressure at the parent makes functioning at the local unit complicated. Parmalat Hungaria Rt owes milk suppliers an average of one-and- a-half-months' payment, according to dairy producers interviewed by newswire, MTI-Econews. Parmalat has a 5-6% market share in a country where dairy companies buy 1.2 billion liters of milk yearly for domestically sold milk and dairy products. ========= I T A L Y ========= PARMALAT FINANZIARIA: Brazil Unit Pays Local Suppliers US$9 Mln --------------------------------------------------------------- Parmalat Brasil S.A. Industria de Alimentos paid Brazilian dairy farmers $9,000,000, as promised. In a statement, Parmalat Brazil said that the payment included BRL1,700,000 it owed a milk cooperative in Rio de Janeiro from December 2003. Parmalat Brasil suspended payments to its non-dairy suppliers and the Rio de Janeiro cooperative on December 15, 2003 after its parent company unveiled a multi-billion-euro gap in its accounts. Parmalat Brasil, however, noted that it was still negotiating with another cooperative in Goias state. Moinho Pacifico Industria e Comercio, a flourmill based in Santos, Brazil, recently stopped shipments of wheat flour to Parmalat Brasil after it defaulted on its payments since December 15, 2003. The Brazilian unit has struggled to pay banks and suppliers after its controlling company filed for protection from creditors in December 2003. In all, Parmalat Brasil owes $1,500,000,000 to bondholders, banks and suppliers, including thousands of dairy farmers. (Parmalat Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000) PARMALAT FINANZIARIA: Double-billing System to Obtain Loan Bared ---------------------------------------------------------------- Bankrupt Italian food company Parmalat Finanziaria S.p.A. allegedly double-billed at least 33 distributors and hundreds of supermarkets in Italy, Bloomberg News reported, citing court documents and people familiar with the company's financing. The 33 distributors in Italy are controlled by a chain of nine holding companies, reads a report by PricewaterhouseCoopers, the accountancy firm hired by Parmalat's new Chairman Enrico Bondi to unravel its finances. Topping the list are AGIS Srl, based in Collechio Italy, and Nyte Investments S.A., thought to be registered in Luxembourg. AGIS turned out to be under the control of the founding Tanzi family, according to a chart of Parmalat's ownership structure drawn by J.P. Morgan Private Bank. According to court papers, Parmalat used the invoices of goods sold to obtain credit of about EUR4 billion (US$5 billion) from about 40 Italian banks. A testimony of Marco Ghiringhelli, an auditor for PricewaterhouseCoopers, to prosecutors investigating for fraud at the company, further said the billings was also used to gain access to about EUR280 million of funding from Citigroup. Citibank employees had knowledge of the double- billing system as early as 1995, Claudio Pessina, one of Parmalat's internal accountants, told the prosecutors. Citigroup had lodged a complaint last month saying it was defrauded by Parmalat. =================== L U X E M B O U R G =================== MILLICOM INTERNATIONAL: Proposes 4-for-1 Stock Split ---------------------------------------------------- Millicom International Cellular S.A. (Nasdaq:MICC) has set the Extraordinary General Meeting of shareholders on February 16, 2004. At the Extraordinary General Meeting, Millicom will propose a stock split of the issued shares of the Company by exchanging one existing share of a par value of US$6 into four new shares with a par value of US$1.50. 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, MIC provides high-speed wireless data services in five countries. Visit Millicom's homepage at http://www.millicom.com CONTACT: MILLICOM INTERNATIONAL CELLULAR S.A. Marc Beuls President and Chief Executive Officer, Luxembourg Phone: +352 27 759 101 SHARED VALUE LTD. Andrew Best, London Phone: +44 20 7321 5022 =========== P O L A N D =========== NETIA SA: Conference Call on 2003 Financial Results Set Feb. 26 --------------------------------------------------------------- Netia S.A. (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, confirmed that its 2003 year-end financial results will be released after the close of the Warsaw Stock Exchange on Wednesday, February 25, 2004. On Thursday, February 26, 2004, President of the Management Board and CEO, Wojciech Madalski, and Chief Financial Officer, Zbigniew Lapinski, will host a conference call at 4:30 PM (CET) /3:30 PM (U.K.) / 10:30 AM (Eastern) to review the results. The conference call will be available for replay purposes as well. Netia followers will receive invitations to participate in this conference call. CONTACT: Netia S.A. Anna Kuchnio (IR) Phone: +48-22-330-2061 =========== S W E D E N =========== INTENTIA INTERNATIONAL: 2003 Net Revenue Down by SEK721 Million --------------------------------------------------------------- In a difficult market, license orders received increased while cash flow after investments improved to SEK41 million during the fourth quarter (a) Net revenue totaled SEK796 million (997) in October-December and SEK2,928 million (3,649) in January-December. (b) Earnings after tax amounted to -SEK159 million (-SEK6) in October-December and -SEK411 million (-SEK144) in January- December. SEK148 million in write-downs was charged to October- December earnings and SEK234 million to January-December earnings. Adjusted for write-downs, earnings after tax were -SEK11 million in October-December and -SEK177 million in January-December. (c) Earnings per share were -SEK1.4 (-SEK0.2) in October- December and -SEK6.0 (SEK3.9) in January-December. (d) Including the write-down of goodwill in the amount of SEK19 million, operating earnings totaled -SEK28 million (-SEK3) in October-December and -SEK238 million (-SEK107) in January- December. (e) Net revenue decreased by SEK721 million for the year, while operating earnings adjusted for write-downs and severance- related expenses decreased from 2002 by SEK34 million to -SEK141 million. (f) Cash flow after investments came to SEK41 million (-SEK51) for October-December and -SEK11 million (-SEK180) for January- December. Market Trends The market for enterprise applications has changed character. At one time it was decidedly a growth sector in which the focus was on obtaining new customers and a high percentage of sales were attributable to new software licenses. In recent years, the market has entered a new, more mature phase, the focus increasingly turning to expanded relationships with existing customers along with the sale of supplementary software and services. As a result of these developments and the state of the economy, the enterprise applications market continued to be weak in 2003 while competition for new customers grew fiercer. From a historical perspective, volume trends remained very weak during the year. Leading sector analysts believe that growth was negative, particularly in Europe. Meanwhile, customers were still cautious about signing agreements to implement new enterprise applications. The overall result was very great difficulty in determining how and when particular transactions were signed, thereby creating uncertainty about when license revenue would accrue. Thus, there were abnormally large fluctuations among the various quarters of the year. However, the United States and parts of Asia showed signs of a hesitant but incipient rise in demand for enterprise applications late in the year. The consolidation of the market intensified during the year, primarily PeopleSoft's acquisition of J.D. Edwards and Oracle's hostile bid for PeopleSoft, which made the market even more turbulent. Group Progress Intentia had anticipated that the market would remain weak and unpredictable in 2003. One of the Company's goals for the year was to reduce costs and thereby boost productivity. The objective was to create sufficient latitude to compensate for the weak market and ensure greater efficiency during the next growth stage. Intentia targeted cost reductions of approximately SEK150 million for 2003. Cost-saving measures accelerated step-by-step during the year, as a result of which consulting costs and indirect expenses before the write-down of goodwill declined by SEK586 million from 2002. Due to the considerably weaker market, however, the year's revenue was less than both the Company's targets and the outcome for 2002. License revenue for the year totaled SEK883 million (1,057), while consulting revenue was SEK2,006 million (2,539). Some improvement was seen in the latter part of the year with orders received increasing in the fourth quarter after having declined in the two preceding quarters. Despite poorer earnings trends, ongoing efforts to reduce capital tie-up contributed to an improvement in cash flow after investments by SEK169 million to -SEK11 million (-SEK180). Intentia remained highly competitive, which was confirmed in one procurement project after another from both a functional and technological point of view. Based on the combination of product characteristics with a well-functioning global organization and continual improvements in the Company's cost structure, Intentia is fully prepared to meet the requirements of a market that is set for a recovery, and will exhibit attractive long-term growth. CONTACT: INTENTIA INTERNATIONAL Bjorn Algkvist, President, Chief Executive Officer Phone: +46 8 5552 5605 Fax: +46 8 5552 5999 Hakan Gyrulf, Vice President, Chief Financial Officer Phone: +46 8 5552 5825 Cell phone: +46 733 27 5825 Fax: +46 8 5552 5999 Thomas Ahlerup Head of Corporate and Investor Relations Phone: +46 8 5552 5766 Cell phone: +46 733 27 5766 Fax: +46 8 5552 5999 INTENTIA INTERNATIONAL: Bares Shortlist of New Directors -------------------------------------------------------- Intentia International AB (publ) (XSSE:INT B) announces that Symphony Technology Group has proposed three candidates for positions as new members of the board of directors of Intentia International, in preparation for the extraordinary general shareholders' meeting to be held on February 6, 2004. According to the proposal, Intentia's board would consist of seven members. The proposal is supported by shareholders representing 15.2% of the capital and 32.2% of the total outstanding votes in the company. The candidates, whose term of office would run up to the next annual general meeting, are Romesh Wadhwani, Bob Evans and Bryan Taylor, all of whom represent Symphony Technology Group. The current chairman of the board, Olof Ljunggren, who has served on the board since 1996, and Peter Lorange, who has been a member of the board since 1999, will leave their posts at the extraordinary general shareholders' meeting. The remaining members will continue to serve on the board. If the proposal is approved, Intentia's board of directors will be comprised of Romesh Wadhwani, Bob Evans, Bryan Taylor, Bjorn Algkvist, Jan Carlzon, Tommy Karlsson and Morgan Olsson. The proposed new board has decided to elect Romesh Wadhwani as chairman of the board. Background information on the newly proposed candidates for board positions: Dr. Romesh Wadhwani is a founder and the Managing Partner of Symphony Technology Group. Dr. Wadhwani was the founder and former chairman and CEO of Aspect Development, Inc. from inception until 2000 when the company was purchased by i2 Technologies and Romesh became the Vice Chairman of i2 Technologies and a member of the i2 board of directors. Over the past nine years, Dr. Wadhwani spearheaded the emergence of Aspect as a leader in the fast-growing B2B e-commerce arena. This dominance led to Aspect's merger with i2-the largest merger in software history. Dr. Wadhwani was previously chairman and CEO of Cimflex Teknowledge Corporation, a company specializing in products and systems for computer-integrated manufacturing. Prior to that, he was chairman and CEO of a company specializing in information systems for energy management. In addition, he has been a director on the boards of several companies and organizations. Dr. Wadhwani received his Bachelor of Science degree from IIT Bombay and his MS and Ph.D. degrees in electrical engineering from Carnegie-Mellon University. Bob Evans is a managing director at Symphony Technology Group. Prior to founding Symphony Technology Group, he was chief operating officer of i2 Technologies, Inc. Before that, he was the president and COO of Aspect Development until 2000 when the company was purchased by i2 Technologies for US$9.3 billion. From 1993 through 1998, Mr. Evans was the managing partner of Accenture's Supply Chain Practice in the Americas. Bob began his career at Caterpillar Inc. where he founded and served as president of Caterpillar Logistics Services, Inc., a supply chain services company. He holds both a Bachelor of Arts and M.A. degrees in quantitative economics. Bryan Taylor is also a managing director at Symphony Technology Group. Prior to founding Symphony Technology Group, he worked for a decade in the information technology industry as an investor and strategy consultant. Prior to Symphony, Mr. Taylor worked at Bain & Company, a leading global management consulting firm, where he co-founded Bain Ventures, Bain's Internet practice group and investment arm. He has extensive experience working with large enterprises to automate and optimize critical business processes with information technology and related services. He graduated with a Bachelor of Arts degree in political science with honors from Stanford University. He earned his MBA at the Stanford Graduate School of Business. About Intentia Intentia is one of the world's leading suppliers of enterprise applications and implementation services for the collaborative business of today. With a focus on industries like Distribution, Fashion, Furniture, Automotive, Food and Beverage, MRO, Service and Rental, Paper and Steel, Intentia's strength is unparalleled. The Intentia suite of applications covers customer relationship management, e-business, enterprise management, human resources management, enterprise performance management, supply chain management, value chain collaboration and Intentia Corporate Exchange. Intentia is a US$400 million-revenue company approximately 3,000 employees serving more than 3,500 customers via a global network spanning some 40 countries. Intentia is a public company traded on the Stockholm Stock Exchange (XSSE) under the symbol INT B. Visit Intentia's Web site at http://www.intentia.com CONTACT: INTENTIA INTERNATIONAL Bjorn Algkvist, President and CEO Phone: +46 8 5552 5605 Fax: +46 8 5552 5999 Cell phone: +46 733 27 5605 E-Mail: bjorn.algkvist@intentia.se SCANDINAVIAN AIRLINE: Adjusts Flight Schedules Due to Strikes ------------------------------------------------------------- SAS cancelled Swedish flights between 5:00 a.m. and 10:00 a.m. on Monday, February 2, due to the continued transport worker conflict. The cancelled flights included both domestic and international departures. Some 20 flights [were] also delayed. If the parties do not reach agreement next week, the strike will continue until a contract is concluded. SAS is offering all passengers chances to re-book trips booked during these time and is now working intensively with attempts to contact the persons affected. In addition to Scandinavian Airlines, the Blue 1 and snowflake subsidiaries are affected. For more detailed information about cancelled departures, passengers are referred to these Web sites: Scandinavian Airlines: http://sas.se snowflake: http://www.flysnowflake.com Blue1: http://www.blue1.com Passengers wishing to re-book can also contact Scandinavian Airline's direct sales at +46 770-727 727. =========================== U N I T E D K I N G D O M =========================== AORTECH INTERNATIONAL: Talks with 'Mystery Buyer' Collapse ---------------------------------------------------------- Biotechnology company Aortech International announced that early discussions with a prospective mystery buyer regarding the sale of the company have collapsed, according to Times Online. The news sent shares in the company reeling 14% down to 140p Thursday. Finance director Ian Cameron said the falloff was because AorTech failed to meet certain conditions attached to the offer. "There is nothing worrying about the conditions; they were fairly standard preconditions in an offer situation," he said. Mr. Cameron assured the company still had GBP6 million in cash as of September. The funds could last it for "many, many years," about nine assuming there's no new business, according to him. But he added: "Obviously, if we have no revenue coming in, we are not going to keep operating for nine years." He also did not rule out the possibility of selling the former biotechnology champion: "If a sensible offer comes in, of course we would listen to it." Aortech made a bottom-line profit of GBP234,047 for the first six months of the year, mainly because of the payment of almost GBP1.3 million in research and development tax credits going back to 2000. It currently employs 20, down from a high of 250 during its heydays. AUTOTRAC PLC: Calls in Administrator ------------------------------------ Name of Company: Autotrac Plc Company No.: 4302381 Nature of Business: Transport and Other Communications Trade Classification: 32 Date of Appointment: January 16, 2004 Administrator: Douglas MacDonald (IP No 8632) 81 St Martins Lane London WC2N 4AA CANARY WHARF: Reichmann Loses Chance to Bid for Firm He Founded --------------------------------------------------------------- Paul Reichmann, founder of Canary Wharf, bid goodbye to his dreams of taking over the Docklands developer last Saturday, after failing to come up with the cash to support his GBP1.6 billion offer. According to The Times, it was the last-minute changes to the offer of a prospective backer that spoiled the plan. John Ritblat, chairman and chief executive of property company British Land, had promised to fund GBP350 million of Mr. Reichmann's bid, consisting of about GBP100 million of equity and GBP250 million of convertible preference shares, in return for an option to buy the estate's shopping malls for a pre- agreed price. But on Wednesday British Land said it will use the GBP250 million to buy the malls instead. The changes left Mr. Reichmann GBP250 million short of funding. But, despite the setback, Mr. Reichmann is not to be thwarted for his hopes of taking part in the auction of the troubled London Docklands estate. He told The Times he plans to support an offer from Brascan, the Canadian property group with which he has a prior agreement. Brascan is planning to launch a 267p-a- share offer to beat a recommended 265p bid from Morgan Stanley. It has until 6 p.m. on February 11 to table a bid. CASTLEBLAIR: To Shut down Remaining Factories in Scotland --------------------------------------------------------- Another five hundred Scottish workers will lose their jobs when Castleblair transfers its manufacturing activities to Turkey where labor is cheap, The Scotsman said Friday. Finance Director Gordon Forbes admitted last week the company, which maintains factories in Dunfermline and Glenrothes, is seriously considering transferring work to its profitable factory in Turkey. Mr. Forbes told The Scotsman the situation was "very difficult." He added: "The plants have been operating at a loss for some time now, whereas our factory in Turkey is profitable. We have tried for some time now, but are finding it increasingly difficult to manufacture clothes in Scotland." Negotiations with the GMB union are now underway, he said, adding he deeply regretted the move. He pointed to the high cost of manufacturing in Scotland as one of the reasons for the move. This, he said, had led to "acute drops in margin" in the firm's balance sheet, which showed profits down 75 percent to GBP500,000 in 2002. In the past two years, Scotland has lost 30,000 manufacturing jobs, as companies opt for cheaper labor costs in Eastern Europe and China, the paper said. Castleblair is the owner of the 70-store Happit chain, which will not be affected by the decision. Mr. Forbes explained the retail business was run separately and by a different management. The group has been operating in Glenrothes and Dunfermline under various guises since 1916. Until November last year, it also operated a plant in Alva. DAEWOO CARS: Decides to Voluntarily Wind up Business ---------------------------------------------------- We, the undersigned, Daewoo U.K. Holdings Limited, being the sole Member for the time being of the Company entitled to receive notice of and to attend and vote at General Meetings of the Company, hereby resolve as Written Special Resolutions in accordance with section 381A of the Companies Act 1985 (as amended), and agree that the said Resolution shall, for all purposes, be as valid and effective as if the same had been passed at a General Meeting of the Company, duly convened, and held: "That the Company be wound up voluntarily in accordance with section 84 of the Insolvency Act 1986; and that Colin Michael Trevethyn Haig, Geoffrey Carton-Kelly and Bruce Alexander Mackay be nominated as Joint Liquidators of the Company in accordance with section 100 of the Act." A S Bercow, Attorney in Fact of Daewoo U.K. Holdings Limited EMSLEY INVESTMENTS: Members Approve Voluntary Liquidation --------------------------------------------------------- We, being all the Members of the Company entitled to receive notice and attend and vote at General Meetings of Emsley Investments Limited, unanimously pass the following Resolutions of the Company pursuant to Regulation 53 of Table A scheduled to the Companies (Tables A to F) Regulations 1985 (as amended), such Regulations being incorporated into the Company's articles of association by Article 1(a) of such articles of association: "That the Company be wound up voluntarily and that Malcolm Edward Fergusson, of Haines Watts Recovery and Insolvency, First Floor, Park House, Park Square West, Leeds LS1 1PS, be appointed Liquidator for the purposes of such winding-up." P H Emsley and J M Emsley, HW Trust Company Limited GARFIELD MANUFACTURING: Falls into Receivership ----------------------------------------------- Garfield Manufacturing Services Ltd. Reg. No.: 04303876 Previous Name of Company: Keelex 265 Limited Nature of Business: Mechanical Engineering Trade Classification: 2924 Manufacture of Other General Machinery Date of Appointment of Joint Administrative Receivers: January 13, 2004. Name of Person Appointing the Joint Administrative Receivers: IGF Invoice Finance Limited Joint Administrative Receivers: Geoff Robbins Neil Richard Gibson (Office Holder Nos. 6622, 9213) CBA, Lichfield Place 435 Lichfield Road, Aston Birmingham B6 7SS INVENSYS PLC: Another Debt Restructuring Seen --------------------------------------------- Engineering group Invensys could this week announce a GBP500 million share issuance that could take the form of an open offer, according to The Guardian. Dealers assume the pricing of the open offer will be pitched at close to the market price rather than as a deeply discounted rights issue, according to The Guardian. The share issue will be handled by Cazenove and Morgan Stanley, Invensys' financial advisers. Invensys might also announced a restructuring of its existing GBP1.6 billion debt, the report said. To recall, the company warned in November that the group would require additional sources of working capital if it does not raise enough cash from asset disposal to meet debts that will come due in the immediate term. Invensys sold its Baan software company last summer for GBP83 million. In October, the company sold its water-metering business for only GBP390 million instead of GBP600 million. The disposals were aimed at raising GBP1.8 billion to cut borrowings and help fill a gap in its pension fund, believed to be running close to GBP1 billion. Invensys faces a GBP400 million debt repayment in June when a US$1.5 billion (GBP825 million) revolving credit facility falls due. Two further significant payments, GBP350 million and GBP880 million, are due in April and August next year. LEEDS UNITED: Standstill Period Extended Until February 6 --------------------------------------------------------- Troubled Leeds United won another week's reprieve from creditors. It said in a stock exchange filing it was able to meet financial and other covenants, which was described in its announcements on January 19 and 26, and thus was granted an extension to its standstill period until February 6. Creditors had pardoned the club twice since the creditors' original Jan 19 deadline and Feb 6. Leeds United needed to raise GBP5 million to keep the club afloat until the end of the season and avoid going into administration. It is currently in negotiations with a consortium of local businessmen. The group's representative, Gerald Krasner said, an "eight-figure sum" was available for a deal to save the club, according to Reuters. The Premier League club is mired in GBP80 million in debt. It made losses of almost GBP50 million in the year to June 2003. LOGCOM GROUP: Administrators Confident Buyer Will Surface Soon -------------------------------------------------------------- Lsogcom Group, based in Yeadon on the outskirts of Leeds, has called in administrators Edward Klempka and Toby Underwood at PricewaterhouseCoopers in Leeds, according to Yorkshire Today. The West Yorkshire IT group had plans of embarking on a string of acquisitions, and eventually floating on the Alternative Investment Market this year, but all was stopped after shareholders who had lost confidence in the business pulled out their investments. The withdrawal left the firm without the funding to pay for its acquisition of Status, an IT reseller based in Middlesex. The administrators are now looking for a buyer for the company. There are several parties interested in acquiring parts of the business as a going concern, said Mr. Klempka. The administrators are hoping to strike a deal soon, according to him. Logcom, a GBP10 million business founded in 1988 by director Mark Adams, sells computer equipment to small and medium-sized companies as well as large firms like William Hill and National Express. It includes People in Pictures, a photographic agency in London and the Leeds reselling part of the business Logcom Solutions. In 2003, the group has 60 staff, 38 of whom are in Leeds, and 22 are in London. Included in its acquisitions are a smaller London-based support services business called Autodata, Leeds-based cabling company NCI and part of IT firm Accurate. PPL THERAPEUTICS: Disposes Technology to Create Clone Sheep ----------------------------------------------------------- PPL announces that it's subsidiary, PPL Therapeutics (Scotland) Limited, has entered into unconditional agreements to dispose of its in-licensed rights to the Roslin Institute's nuclear transfer patents and the related know-how (the ' NT intellectual property') to Exeter Life Sciences, Inc. The consideration of US$1.35 million (GBP0.76 million), which is payable in cash, was expected delivered January 30, 2004. The NT intellectual property was used by PPL to create cloned sheep, but has not been used in its product development programs. PPL had fully expensed the costs associated with developing the NT intellectual property; as such the net book value of the NT intellectual property at June 30, 2003 was GBPnil. Therefore, the sale of the NT intellectual property gives rise to an estimated gain on disposal of GBP0.76 million. The proceeds receivable of GBP0.76 million less tax and selling expenses will be used to supplement PPL's existing cash resources with a view to maximizing short-term value for shareholders. PPL will continue to provide further updates to shareholders at the appropriate time. CONTACT: PPL THERAPEUTICS Chris Greig, Chairman Adam Christie, Business Development Director Phone: 0131 440 4777 Alistair Mackinnon-Musson Philip Dennis Hudson Sandler Phone: 020 7796 4133 E-mail: ppl@hspr.co.uk SAFEWAY PLC: Kohlberg Kravis Clears Way for Wm Morrison's Offer --------------------------------------------------------------- Following the posting to Safeway shareholders of documentation relating to the proposed acquisition of Safeway by Wm Morrison Supermarkets PLC to be effected by a scheme of arrangement, Kohlberg Kravis Roberts & Co. LP confirms its previously announced position that it does not intend to make an offer for Safeway. Therefore, in accordance with Rule 2.8 of the City Code on Takeovers and Mergers, Kohlberg Kravis Roberts will not make or participate in an offer for Safeway during the next six months except that it reserves the right to do so within that period in the event that the Morrison offer for Safeway lapses or is withdrawn. This announcement has been approved solely for the purposes of Section 21 of the Financial Services and Markets Act 2000 by Credit Suisse First Boston (Europe) Limited. Credit Suisse First Boston (Europe) Limited is acting for Kohlberg Kravis Roberts and for no one else in relation to the matters described in this announcement and will not be responsible to anyone other than Kohlberg Kravis Roberts for providing the protections afforded to clients of Credit Suisse First Boston (Europe) Limited or for providing advice in relation to the matters described in this announcement. This announcement does not constitute an offer or an invitation to purchase any securities. The Directors of Kohlberg Kravis Roberts accept responsibility for all the information contained in this announcement. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such in the case), the information contained in this announcement is in accordance with the facts and does not contain anything likely to affect the import of such information. SNOW LEOPARD: Enters Administration ----------------------------------- Name of Company: Snow Leopard Limited Company No.: 4699005 Nature of Business: Television Film and Video Makers Trade Classification: 39 Date of Appointment: January 16, 2004 Joint Administrators: N A Bennett and K D Goodman (IP Nos 9083 and 2407) One Great Cumberland Place Marble Arch, London W1H 7LW THORPE BROS: Creditors to Meet February 5 ----------------------------------------- In accordance with paragraph 51 Schedule B1 to the Insolvency Act 1986, notice is hereby given that a Meeting of Creditors in Thorpe Bros (Rhyl) Limited is to be held at the offices of Grant Thornton, 1st Floor, Royal Liver Building, Liverpool L3 1PS, on February 5, 2004, at 2.00 pm, to consider my statement of proposals and to consider establishing a Committee of Creditors. In order for Creditors to be able to vote details of their claims must be lodged at Grant Thornton, 1st Floor, Royal Liver Building, Liverpool L3 1PS not later than 12.00 noon on February 4, 2004. Under Rule 2.38(1) of the Insolvency Act 1986, proxies may be lodged at any time prior to the commencement of the Meeting. By Order of the Board. L Ross, Joint Administrator UDEN ASSOCIATES: Calls in Joint Administrators ---------------------------------------------- Name of Company: Uden Associates Limited Company No.: 1615784 Nature of Business: Motion Picture and Video Producers Trade Classification: 9211 Date of Appointment: January 16, 2004 Joint Administrators: James Richard Tickell Carl Derek Faulds (IP Nos 8125 and 8767) 1640 Parkway, Solent Business Park Whiteley, Fareham Hampshire PO15 7AH VOSS NET: Raises New Capital; Settles Professional Fees ------------------------------------------------------- The Company has raised GBP100,000 before expenses, by the placing of 40,000,000 new ordinary shares of 0.01p each in the Company at 0.25p per share. The placing provides additional working capital for the Company. A further 11,750,000 new ordinary shares have also been issued in settlement of professional fees. As previously announced on October 10, 2003, the Company Voluntary Arrangements and associated matters were financed under an agreement between the Company, Great Monument Capital Limited (Great Monument), Mr. Jeremy Gilbert, Mr. Leo Knifton and Mr. Nigel Weller, under which Great Monument provided a loan of GBP25,000 to the Company. The agreement provided that the Company would issue such number of new ordinary shares to a company controlled by Mr. Leo Knifton and Mr. Nigel Weller as will equal, when aggregated with the shares arising on conversion of the loan, 29.9% of the then issued share capital of the Company. Accordingly the Company has on Friday issued 48,748,032 new ordinary shares to Zaika Limited in accordance with this agreement. In summary, the Company has issued 100,498,032 new ordinary shares of 0.01p each to increase the number of issued ordinary shares to 163,036,898 ordinary shares of 0.01p each. Application has been made for the 100,498,032 new ordinary shares to be admitted to trading on AIM and dealings are expected to commence on January 7, 2004. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Shareholders Total Working Equity Assets Capital Ticker (US$MM) (US$MM) (US$MM) ------ ----------- ------ -------- AUSTRIA ------- Libro A.G. (111) 174 (182) RHI A.G. (534) 1,170 (145) BELGIUM ------- Real Software REAL (110) 216 (10) Sabena SA SABA (86) 2,215 (297) CZECH REPUBLIC -------------- Ceskomoravska Kolben & Danek Praha Holding (89) 192 (2,186) DENMARK ------- Elite Shipping (28) 101 19 FRANCE ------ Banque Nationale de Paris Guyane (41) 352 N.A. BSN Glasspack (101) 1,151 179 Bull S.A. BULP (760) 893 (130) Compagnie Francaise de l'Afrique Occidentale (65) 256 21 Cofidur S.A. (5) 102 19 Dollfus-Mieg & Co. DOLP (0) 187 28 European Computer System (110) 682 377 France Telecom (180) 111,959 311 Grande Paroisse S.A. (927) 629 330 Immobiliere Hoteliere (68) 233 29 Machines Bull (116) 136 20 Pneumatiques Kleber S.A. (34) 480 139 SDR Centrest (132) 252 N.A. SDR Picardie (135) 413 N.A. Soderag (3) 404 N.A. Sofal S.A. (305) 6,619 N.A. Spie-Batignolles (16) 5,281 75 St Fiacre (FIN) (1) 111 (33) Trouvay Cauvin TRCN (0) 134 10 Usines Chauson (23) 249 35 GERMANY ------- Dortmunder Actien-Brauerei DABG (13) 118 (29) F.A. Guenther & Sohn A.G. GUSG (8) 111 N.A. Kaufring A.G. KAUG (19) 151 (51) Mania Technologi MNI (11) 101 (46) Nordsee A.G. (8) 195 (31) Schaltbau A.G. SLTG (16) 163 20 Spar Hand-PFD NV (350) 1,294 (685) Vereinigter Baubeschlag-Handel Holding A.G. VBHG (24) 307 (63) Vogt Electronic VOE (1) 364 (33) ITALY ----- Binda S.p.A. BND (11) 129 (20) Cirio Finanziari CBDI (422) 1,583 (396) Credito Fondiario e Industriale S.p.A. CRF (200) 4,218 N.A. Lazio S.p.A. (57) 495 (330) LUXEMBURG --------- Millicom International MICC (272) 1,203 (6) NETHERLANDS ----------- Baan Company N.V. BAAN (8) 610 46 United Pan-Euro Air UPC (5,266) 5,180 8,730) NORWAY ------ Pan Fish A.S.A. PAN (117) 806 (259) Petroleum-Geo Services PGO (32) 2,963 (5,250) POLAND ------ Animex S.A. (1) 108 (86) Exbud Skanska S.A. EXBUF (9) 315 (330) Mostostal Zabrze (6) 227 (366) Stalexport S.A. (57) 229 (51) ROMANIA ------- Oltchim RM Valce OLT (45) 232 (3,207) SPAIN ----- Altos Hornos de Vizcaya S.A. (116) 1,283 (278) Avanzit S.A. (127) 386 (1) Santana Motor S.A. (46) 223 41 Sniace S.A. (11) 128 (24) Tableros de Fibras S.A. TFI (43) 2,107 125 SWITZERLAND ----------- Kaba Holding A.G. KABZN (47) 572 278 UNITED KINGDOM -------------- Abbot Mead Vickers (2) 168 (16) Alldays Plc ALD (120) 252 (202) Amey Plc AMY (49) 932 (47) Bonded Coach Holiday Group Plc (6) 188 (44) Blenheim Group (153) 198 (34) Booker Plc BKRUY (60) 1,298 (8) Bradstock Group BDK (2) 269 5 Brent Walker Group (1,774) 867 (1,157) British Energy BGY (5,342) 3,438 229 British Nuclear Fuels Plc (2,627) 36,359 1,948 British Sky Broadcasting BSY (175) 3,347 (144) Center Parcs (UK) Group Plc (77) 423 (227) Compass Group CPG (668) 2,972 (298) Costain Group COST (34) 329 (12) Dawson Holdings DWSN (29) 142 (29) Easynet Group Plc ESY (12) 332 53 Electrical and Music EMI Industries Group (885) 3,053 (435) Euromoney Institutional ERM (122) 167 (2) Gallaher Group GLH (543) 5,527 68 Gartland Whalley (11) 145 (8) Global Green Tech Group (156) 408 (18) Heath Lambert Fenchurch Group PLC (10) 4,109 (10) HMV Group PLC HMV (211) 762 (66) Intertek Testing Services ITRK (134) 425 67 IPC Media Ltd. (685) 254 16 Lambert Fenchurch Group (1) 1,827 3 Lattice Group (1,290) 12,410 (1,228) Leeds United PLC (73) 144 (29) M 2003 PLC (2,204) 7,205 (756) Manchester City (17) 154 (21) Marconi Corp. PLC MONI (5261) 4,592 (3,568) Misys PLC MSY (161) 949 41 Orange PLC ORNGF (594) 2,902 7 Regus PLC RGU (46) 367 (60) Rentokil Initial Plc RTO (1,130) 2,809 (37) Saatchi & Saatchi SSI (119) 705 (41) Seton Healthcare (11) 157 0 Telewest Communication TWT (2,884) 7,329 (3,770) Yell Group PLC (196) 3,964 289 Each Tuesday edition of the TCR-Europe contains a list of companies with insolvent balance sheets based on the latest publicly available balance sheet available to our editors at the time of publication. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee Gonzales, Editors. Copyright 2004. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *