/raid1/www/Hosts/bankrupt/TCREUR_Public/040209.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

             Monday, February 9, 2004, Vol. 5, No. 27

                            Headlines

C Y P R U S

OKEWOOD HOLDINGS: Creditors Have Until March 4 to Prove Claims
LIFORM LIMITED: Deadline for Creditors to Prove Claims March 4


F R A N C E

ALCATEL: Full-year Net Loss Shrinks to EUR1.9 Billion
FRANCE TELECOM: Net Debt Down to Less than EUR45 Billion
VIVENDI UNIVERSAL: Unaudited 2003 Revenues Down 56% Year-on-year


G E R M A N Y

EM.TV & MERCHANDISING: Shareholders OK Restructuring Proposal


I T A L Y

FESTIVAL CRUISES: Blocks Seizure of m/v European Vision


L U X E M B O U R G

MILLICOM INTERNATIONAL: Results Conference Call Set Feb. 10
MILLICOM INTERNATIONAL: Increases Ownership in Millicom Tanzania


N E T H E R L A N D S

GETRONICS N.V.: Private Placement of 87 Mln Shares Successful
ISPAT INTERNATIONAL: Fourth Quarter Net Income Down 78.4%
VENDEX KBB: Attracts Offers from Leading Private Equity Houses
VENDEX KBB: Biggest Shareholder Backs Plan to Take Firm Public


N O R W A Y

STOLT OFFSHORE: Settles Burullus, OGGS Claims


S W E D E N

SKANDIA INSURANCE: To Appoint Bjorn Lind to Nominating Committee


U N I T E D   K I N G D O M

CANARY WHARF: Brascan Submits 270 Pence Per Share All-cash Offer
CANARY WHARF: CWG Boasts Tender Has Greater Chance of Succeeding
CANARY WHARF: May Choose to Invest GBP53.8 Million in CWG
CANARY WHARF: Silvestor Increases Offer to 275 Pence per Share
CORUS GROUP: Revives Plan to Sell Aluminum Business

D&G ACCIDENT: In Administrative Receivership
EURODIS ELECTRON: Reports EUR29.8 Mln Second-half Pretax Loss
EURODIS ELECTRON: Details Changes in Board Structure
EURODIS ELECTRON: Banks on Equity Fundraising to Turnaround Biz
EURODIS ELECTRON: Confident about Trading, Financial Prospects

EURODIS ELECTRON: To Raise GBP39 Mln via Private, Open Offers
EURODIS ELECTRON: Drops Takeover Discussions with Suitors
EURODIS ELECTRON: Expects FY2003 Cash Flow to Break even
EURODIS ELECTRON: Ends Franchise Deal with Linear Technology
EURODIS ELECTRON: To Raise Additional Equity in Coming Months

EURODIS ELECTRON: Earmarks EUR10 Million for Trade Creditors
EURODIS ELECTRON: To Reward Directors Special Options
EURODIS ELECTRON: May Go Under if Refinancing Plan Fails
GOVETT ASIAN: List of Holdings
INVENSYS PLC: Unveils GBP2.7 Billion Placing and Open Offer Plan

INVENSYS PLC: Looking for Chief Operating Officer
INVENSYS PLC: Obtains Bridge Facility from Deutsche Bank
INVENSYS PLC: Satisfied with Financial, Trading Prospects
INVENSYS PLC: To Use Fundraising Proceeds to Pay GBP1.5 Bln Debt
INVENSYS PLC: Could Go Bust by June if Refinancing Plan Fails
NORWICH UNION: National Broker Subsidiary to Cease Operations


                            *********


===========
C Y P R U S
===========


OKEWOOD HOLDINGS: Creditors Have Until March 4 to Prove Claims
--------------------------------------------------------------
In the Matter of Okewood Holdings Limited
And in the Matter of the Cyprus Companies Law Cap 113

Notice is hereby given that the creditors of Okewood Holdings
Limited, which is being voluntarily wound up, are required on or
before March 4, 2004 to send their full names, addresses and
descriptions, full particulars of their debts or claims and the
names and addresses of their solicitors (if any) to the
undersigned George Foradaris, of PricewaterhouseCoopers, Julia
House, 3 Th. Dervis Street, CY-1066 Nicosia, P.O. Box 21612, CY-
1591 Nicosia, Cyprus, the liquidator of the said company, and if
so required by notice in writing from the said liquidator, to
come in and prove their said debts or claims at such time and
place as shall be specified in such notice, or in default
thereof they will be excluded from the benefit of any
distribution made before such debts are proved.

Dated February 5, 2004

George Foradaris
PricewaterhouseCoopers
Liquidator of Okewood Holdings Limited


LIFORM LIMITED: Deadline for Creditors to Prove Claims March 4
--------------------------------------------------------------
In the Matter of Liform Limited and in the Matter of the Cyprus
Companies Law Cap 113

Notice is hereby given that the creditors of Liform Limited,
which is being voluntarily wound up, are required on or before
March 4, 2004 to send in their full names, their addresses and
descriptions, full particulars of their debts or claims and the
names and addresses of their solicitors (if any) to the
undersigned George Foradaris, of PricewaterhouseCoopers, Julia
House, 3 Th. Dervis Street, CY-1066 Nicosia, P.O. Box 21612, CY-
1591 Nicosia, Cyprus, the liquidator of the said company, and if
so required by notice in writing from the said liquidator, to
come in and prove their said debts or claims at such time and
palace as shall be specified in such notice, or in default
thereof they will be excluded from the benefit of any
distribution made before such debts are proved.

Dated February 5, 2004

George Foradaris
PricewaterhouseCoopers
Liquidator of Okewood Holdings Limited


===========
F R A N C E
===========


ALCATEL: Full-year Net Loss Shrinks to EUR1.9 Billion
-----------------------------------------------------
Further to the disposal of the battery business announced in
October 2003 and the disposal of the optical component business
announced in May 2003, these activities have been accounted for
as discontinued operations for the year 2003.  Consequently, all
comments herein are based on restated figures.

Alcatel's Board of Directors (Paris: CGEP.PA and NYSE: ALA)
reviewed and approved fourth quarter and full year 2003 results.
Fourth quarter sales were up sequentially by 29.4% at EUR3,765
million compared with EUR2,909 million (up 32% at constant
exchange rate).  The gross margin remained strong at 33.2%
despite the usual fourth quarter unfavorable product mix.
Income from operations amounted to EUR331 million, an 8.8%
operating return on sales compared with 5.0% in Q3.  Net loss
for the quarter was registered at -EUR524 million or diluted -
EUR0.39 per share (US$ (0.49) per ADS) and included -EUR524
million of restructuring charges and -EUR210 million of goodwill
amortization charges.

For full year 2003, sales amounted to EUR12,513 million, a 21.9%
decrease compared to 2002.  At a constant exchange rate, yearly
sales decreased by 16%.  The gross margin for full year 2003 was
32.8%, a six-point improvement over 2002.  Income from
operations was registered at EUR332 million compared to loss of
-EUR606 million in 2002.  Net loss amounted to -EUR1,944 million
or diluted -EUR1.46 per share (US$ (1.84) per ADS) and included
-EUR1,314 million of restructuring charges and -EUR578 million
of goodwill amortization charges, versus a net loss of -EUR4,745
million in 2002.

Key Figures   4th Qtr  3rd Qtr  4th Qtr   3rd Qtr    4th Qtr
In Euro million
Except for EPS  2003    2003     2002      2003       2002
                       restated  restated    as published


    Profit & Loss
    Net Sales   3,765   2,909     4,377    3,039     4,508
    Income from   331     146        40      160        20
    Operations
    Net Income   (286)   (177)     (947)    (175)     (947)
    pre-Goodwill & MI
    Net Income   (524)   (284)   (1,119)    (284)   (1,119)
    EPS Diluted (0.39)  (0.21)    (0.93)   (0.21)    (0.93)
    E/ADS*      (0.49)  (0.27)    (1.17)   (0.27)    (1.17)
    Number of shares
                1.34     1.22      1.20     1.22      1.20
    (billions)

    Key Figures     Full Year        Full Year         Full Year
In Euro million   except  2003            2002              2002
    for EPS                           restated      as published

    Profit & Loss
    Net Sales         12,513           16,014            16,547
    Income from Operations
                         332             (606)             (727)
    Net Income pre-Goodwill
                      (1,346)          (4,195)           (4,138)
    & MI
    Net Income        (1,944)          (4,745)           (4,745)
    EPS diluted        (1.46)           (3.99)            (3.99)
    E/ADS*             (1.84)           (5.03)            (5.03)
    Number of shares    1.33             1.19              1.19
    (billion)

*E/ADS has been calculated using the US Federal Reserve Bank of
New York noon euro/dollar buying rate of US$1.26 as of December
31, 2003

Serge Tchuruk, Chairman and CEO summarized the Board's
observations: "Our operating performance in the fourth quarter
came out at the high end of our expectations, with revenues
growing about 32% quarter over quarter at a constant exchange
rate, an operating income returning close to 9% of sales and a
net working capital nearing zero.  In fact, the fourth quarter
return on sales came back nearly to its fourth quarter level of
2000, when sales were about double.  In addition to encouraging
market trends in Alcatel's core businesses, this performance is
no doubt the result of our severe cost cutting efforts.
Nevertheless, beyond the productivity level reached at the end
of 2003, there is still potential for improving our operations
to the extent of several points of operating profitability.  We
have therefore decided to go ahead with the final phase of our
restructuring, as foreseen at the end of the third quarter.
This final phase has been entirely booked in the fourth quarter
of 2003, resulting in EUR524 million of restructuring provisions
to be used throughout 2004 in line with the planned execution of
the program.

"Our focus is now clearly on growing our business in future
years.  While stabilizing, the carrier market is still difficult
to precisely predict, with currency variation further clouding
the issue.  But what is clearly increasing is vendors'
differentiation.  Alcatel grew its market share during the
difficult years and we are confident that this trend will
continue in the current, more favorable environment."

"In wire line access, a key area for most service providers, our
world leadership position strengthened in 2003 with the number
of DSL lines shipped doubling to 15 million and our business
reach broadening to FTTP and satellite access ("ADSL-in-the-
sky").  In wireless networks, our 2003 sales once more withstood
the market decline, particularly significant when measured in
Euro terms, and we see a similar outlook for 2004 with our
market share continuing to grow with our 3G business gaining
traction.  Our strategy to offer value added, end-to-end
application solutions to promote multimedia application
solutions in fixed, mobile, and private networks gained
considerable momentum.  We expect this solutions business to
grow by more than 20% in 2004 with current programs in TV over
DSL entertainment, convergent payment or messaging application
solutions and interactive management systems for enterprises.
Finally we progressed significantly in systems designed to
evolve networks to next generation architecture with in
particular a growing penetration in the VoIP and IP service
router markets.  We are also getting traction in upgrades of ATM
networks to IP/MPLS and data-aware metropolitan optical
networks.  These new technologies will be leveraged by Alcatel's
large installed network base when carriers accelerate their
transition to NGN."

Outlook

"Even if the market remains uncertain, in view of the book to
bill ratio exceeding one for the two previous quarters, we
expect Alcatel should resume growth in 2004, at a constant
exchange rate.  The growth should gradually accelerate during
the year following a seasonally low first quarter, which is
expected to be almost flat year over year, at a constant
exchange rate.  We anticipate a positive EPS (pre-goodwill) for
the full year, with the seasonally weak first quarter being
already close to breakeven," Mr. Tchuruk said.

Segment Breakdown     Fourth Qtr Third Qtr Fourth Qtr Full Year
Full Year
In Euro million          2003    2003     2002    2003    2002
                        restated   restated            restated
Sales
Fixed Communications   1,647   1,341   2,012   5,708    7,826
Mobile Communications  1,092     815   1,283   3,539    4,542
Private Communications 1,103     839   1,194   3,627    4,109
Other & Eliminations    (77)    (86)   (112)   (361)    (463)
Total                  3,765   2,909   4,377  12,513   16,014
Income from Operations
Fixed Communications     142      66    (155)    127    (784)
Mobile Communications    122      79     131     226     204
Private Communications    95      41      93     123     115
Other & Eliminations     (28)    (40)    (29)   (144)   (141)
Total                    331     146      40     332    (606)

Note: Figures for Fourth Quarter and Full Year 2002 and Third
Quarter 2003 have been restated to reflect the disposal of the
Optronics and Battery divisions.

Fourth Quarter Business Update Fixed communications

Fourth quarter revenue increased sequentially by 22.8% to
EUR1,647 million from EUR1,341 million.  Broadband access
continued to benefit from strong demand in all geographical
regions with a total of 15.1 million DSL lines delivered in 2003
(5.1 million during the fourth quarter).  Fixed network
solutions also had a strong revenue performance not only driven
by gains in intelligent network applications but also Next
Generation Network (NGN) solutions.  Voice networks as well as
optics turned in a good performance compared to the previous
quarter due to the normal seasonality of these businesses.  The
IP service router activity also continued to gain momentum with
seven new customers added during the quarter.  MSWAN sales also
benefited from a rebound, mainly in North America and Western
Europe.

Income from operations increased to EUR142 million compared with
EUR66 million in Q3 with a significant contribution coming from
the broadband access and voice networks.  The optical network
results continue to improve thanks to on going cost cutting.
The IP service router business continued to substantially invest
in R&D to bring new products to the market, with many positive
responses from major carriers in Asia, North America, and
Europe. Mobile communications

Fourth quarter revenue increased sequentially by 34.0% to
EUR1,092 million from EUR815 million.  Mobile networks once
again turned in a good performance with growth continuing with
greenfield operators.  In addition to the increase in 2/2.5G,
deployment in 3G accelerated during the quarter with 1,500 Node
Bs deployed during the quarter.  Some 2.9 million mobile phones
were delivered during the quarter with a good reception of the
new products.  Mobile software (convergent payment, voice/data
and prepaid/postpaid applications) as well as next generation
data messaging software registered good growth.

Income from operations increased and represented an 11.2% return
on sales at EUR122 million compared to EUR79 million in Q3.
Overall mobile networks' profitability was in the high teens and
mobile phones close to breakeven for the quarter.

Private communications

Fourth quarter revenue increased sequentially by 31.5% to
EUR1,103 million compared with EUR839 million.  The IP portion
of the PBX business continued to grow and the enterprise
solutions division confirmed its leadership in IP communications
in Europe.  Genesys turned in a good performance in North
America as well as Western Europe and launched its next
generation software platform for enterprises.  The rail control
systems activity registered substantial growth during the
quarter and confirmed Alcatel as the undisputed leader in ETCS
(European Train Control System).  The integration and services
business continued to gain momentum both in its outsourcing
activity as well as in the private sector.  The space division
recorded strong growth during the quarter.

Income from operations was EUR95 million compared to EUR41
million in Q3.  Significant contributions came from enterprise
and transport solutions.

Taking into account that the Parent Company's distributable
profits are not sufficient enough to pay any dividends, the
Board of Directors will propose to the Annual Shareholders
Meeting not to pay any dividends to shareholders.

Profit and Loss Statement:

(a) Net Sales: EUR3,765 million vs. EUR4,377 million Q4 02 (down
    14.0%) and vs. EUR2,909 million sequentially (up 29.4%).
(b) Geographical distribution of sales: W. Europe: 45%; Other
Europe: 8%; North America: 14%; Asia: 18%; RoW: 15%
(c) Gross margin: 33.2% (36.0% for Q3 2003).
(d) Selling, general and administration ("SG&A") costs: EUR
    (524) million (13.9% of sales).
(e) Research and development ("R&D") expenses: EUR(393)
    million (10.4% of sales).
(f) Income (loss) from operations: EUR331 million
(g) Earnings before tax and amortization of goodwill: EUR(272)
    million and included:
(h) Interest paid on convertible bonds EUR(12) million
(i) Net financial loss of EUR(78) million
(j) Restructuring costs of EUR(524) million
(k) Net other revenue/(expenses) of EUR11 million
(l) Net Income Pre-Goodwill and Minority Interest: EUR(286)
    million
(m) Net Income: EUR(524) million and included a related tax
    charge of EUR(21) million, share in net income of equity
    affiliates and discontinued activities of EUR7 million,
    goodwill amortization of EUR(210) million, and minority
    interests of EUR(28) million.
(n) Diluted EPS: EUR(0.39) [US$(0.49) per ADS] based on an
    average of 1.34 billion shares.

Balance Sheet Items:

(a) Operating working capital: EUR104 million, a sequential
    decrease of EUR753 million
(b) Cash and equivalents: EUR6,269 million, compared to EUR6,451
    million at the end of Q3 2003.
(c) Net Cash: EUR976 million.
(d) Gearing: (29%)
(e) Operating Cash Flow: Euro 497 million for the fourth quarter

About Alcatel

Alcatel provides communications solutions to telecommunication
carriers, Internet service providers and enterprises for
delivery of voice, data and video applications to their
customers or to their employees.  Alcatel leverages its leading
position in fixed and mobile broadband networks, applications
and services to bring value to its customers in the framework of
a broadband world.  With sales of EUR12.5 billion in 2003,
Alcatel operates in more than 130 countries. For more
information, visit Alcatel on the Internet:
http://www.alcatel.com

Upcoming Events/Announcements

    April 30 - 1st quarter earnings release
    June 4 - Shareholders General Meeting, Paris
    July 29 - 2nd quarter 2004 earnings release
    October 28 - 3rd quarter 2004 earnings release
    December 2 - Analyst's Day, Paris


FRANCE TELECOM: Net Debt Down to Less than EUR45 Billion
--------------------------------------------------------
(a) Consolidated revenues for full-year 2003 increased 3.4% on a
comparable basis (-1.1% on a historical basis), driven by
dynamic growth of wireless and Internet businesses.

    (i) Orange demonstrates its commercial performance with a
        9% revenue increase on a comparable basis (5% on a
        historical basis); nearly 50 million customers at the
        end of 2003.

   (ii) PTK Centertel posts strong customer growth: 5.7 million
        wireless customers at the end of 2003.

  (iii) Wanadoo shows strong growth with a 26% increase in
        revenues; nearly 2.5 million broadband customers in
        Europe.

   (iv) Group ADSL related revenues in France increased by 88%
        to EUR744 million; more than 3 million ADSL lines in
        service at the end of 2003.

(b) 2003 Preliminary results: objectives achieved

    (i) Operating income before depreciation and amortization
        reaches EUR17.3 billion at the end of 2003, a 21%
        increase on a comparable basis (16% on a historical
        basis).

   (ii) Operating income reaches EUR9.5 billion at the end of
        2003, a 45.5% increase on a comparable basis (40.3% on a
        historical basis).

(c) TOP Program efficiency

   (i) The TOP indicator "Operating income before depreciation
       and amortization less CAPEX" increased by 66.1% on a
       comparable basis (63.4% on a historical basis), to reach
       EUR12.2 billion at December 31, 2003.

(d) Preliminary net debt estimated at less than EUR45 billion at
year-end 2003 (compared to EUR68 billion at year-end 2002)
Net debt/Operating income before depreciation and amortization
ratio below 2.6.

France Telecom Group Key Figures 2003 and 2002*

In millions           Full year % Change  Full Year  % Change
Of euros   Full Year  2003   2003/2002    2002     2003/20002
               2003       Historical      on a comparable basis

Revenues       46,121  46,630  (1.1)      44,609         3.4

Operating income
before depreciation
and amortization

               17,303  14,917   16.0      14,305         21.0
Operating income
                9,554   6,808   40.3       6,568         45.5

Investments in tangible
and intangible assets,
including licenses
(CAPEX)         5,086   7,442  (31.7)      6,950        (26.8)

* Unaudited figures

To see France Telecom Consolidated Revenues 2003 and 2002*,
click http://bankrupt.com/misc/FT_Revenues0304.htm

Full-year 2003 Revenues

France Telecom's consolidated revenues were EUR46.1 billion in
2003, an increase of 3.4% on a comparable basis.  On a
historical basis revenues declined 1.1%.  This decline was due
to the combined effects of changes in the scope of consolidation
(in particular the sale of TDF, Casema and CTE Salvador, offset
by the consolidation of TP Group and Eresmas) and the negative
impact of exchange rates, amounting to approximately EUR2
billion.

The increase in consolidated revenues on a comparable basis was
fueled by growth at Orange (up 9% on comparable basis and 5% on
a historical basis) and by double-digit revenue growth at
Wanadoo (up 26.2% on a comparable basis and 26.1% on a
historical basis).   This growth offset the decline in revenues
from fixed line services in France (Fixed line, distribution and
networks segment), which decreased 2.4% on a comparable basis
and 5.6% on a historical basis.  Consolidated revenues from ADSL
services in France increased 88% in one year to EUR744 million
at December 31, 2003.

Outside France, TP Group revenues increased 1.5% on a comparable
basis and 20% on a historical basis.  Revenues from Equant's
global services were stable on a comparable basis, declining
0.8% (a decrease of 17.2% on a historical basis).

Preliminary Results:

The France Telecom Group met its 2003 objectives, achieving:

   (a) Revenue growth on a comparable basis of 3.4%.
   (b) Operating income before depreciation and amortization of
       EUR17.3 billion at December 31, 2003, an increase of 21%
       on a comparable basis and 16% on a historical basis
       compared to the end of 2002.
   (c) Operating income increased 45.5% on a comparable basis
       (40.3% on a historical basis) to EUR9.5 billion at the
       end of 2003.
   (d) Investment in tangible and intangible assets excluding
       licenses (CAPEX) limited to EUR5.1 billion.
   (e) Net financial debt/operating income before depreciation
       and amortization ratio below 2.6 (preliminary estimate of
       financial debt at less than EUR45 billion at December 31,
       2003).

Margins show improvement with the operating margin increasing to
20.7% at December 31, 2003, versus 14.7% on a comparable basis
and 14.6% on a historical basis at December 31, 2002.

France Telecom's performance in 2003 established foundations for
growth and profitability in 2004 and 2005.

TOP

Results from TOP Program initiatives in 2003 exceeded
objectives, contributing to reduce France Telecom Group's debt
and consolidate its growth.  The TOP Program is an integral part
of ongoing transformation initiatives pursued within the scope
of the Ambition FT 2005 plan.  In 2005, the TOP Program should
be supplemented by the TOP-line Program, designed to reinforce
the Group's organic growth with the launch of innovative new
services.

The TOP indicator "Operating income before depreciation and
amortization less CAPEX" increased by 66.1% on a comparable
basis (63.4% on a historical basis), an improvement of EUR4.8
billion, to reach EUR12.2 billion at December 31, 2003.

Gains related to France Telecom Group operating expenses before
depreciation and amortization (OPEX) totaled EUR1.5 billion on a
comparable basis between 2002 and 2003.  Gains on consulting
expenses for instance totaled EUR444 million.

Investment in tangible and intangible assets, excluding licenses
(CAPEX) was limited to EUR5.1 billion resulting from more
selective targeting of investments.  CAPEX was thus increased in
sectors with high growth potential such as ADSL (+30%).

The TOP Sourcing program (implementation of a new Group
purchasing policy) generated savings of approximately EUR700
million for the year and a reduction of approximately 60% of the
supplier portfolio through wave 1.  This program contributed the
majority of OPEX and CAPEX gains.

2004 Objectives

   (a) Revenue growth of 3% to 5% on a comparable basis
   (b) Operating income before depreciation and amortization of
       more than EUR18 billion
   (c) CAPEX/ revenues ratio of approximately 11%

The France Telecom Group's growth in 2004 should be sustained in
particular by revenues from Orange, as well as revenues from new
broadband services.

Group Profile

                          Customers (in millions)   Countries
Wireless                           56.2                 20
Communications             including 50 million
                               for Orange

Fixed Line Telephony                49.3                  9
Internet Access
(active customers)                  10.8                 10
Cable networks                       0.8                  1


The France Telecom Group had a total of 117.1 million customers
at December 31, 2003, up from 109.4 million at December 31, 2002
on a comparable basis (111.7 million on a historical basis).

On a comparable basis, the variation reflects to a large extent
the addition of 6.4 million wireless subscribers during the
year.  The fourth quarter of 2003 was characterized by a
significant increase in wireless subscribers, with 2.7 million
additional customers, including 2.2 million at Orange.

Internet access continued to experience steady growth, with
800,000 new active customers added in 2003.

Fixed line telephony added 400,000 new customers, for the most
part in Poland.

Orange revenues up 9% on a comparable basis in 2003 with an
increase in its customer base

                                Year         Year      Change
                                2003         2002      (in %)

Customer base (in thousands)
Orange France                 20,329        19,216       5.8
Of which contract              57.9%         55.6%
Orange U.K.                   13,649        13,312       2.5
Of which contract              32.7%         31.8%
Orange Rest of the World      15,161        11,839      28.1
Of which contract              32.8%         33.3%
Total Orange                  49,139        44,367      10.8

Total ARPU
(contract and prepay services)
Orange France (FRF)              379           377       0.5
Orange U.K. (EUR)                271           259       4.6

Total AUPU
(in minutes per month)
Orange France                    158           143       10.5
Orange U.K.                      146           140        4.3

Share of non-voice services
In network revenues (in%)
Orange France                  11.7%          8.9%
Orange U.K.                    15.9%         14.3%
Orange Rest of the World       10.2%          8.4%
Total Orange                   12.7%         10.7%

The number of customers continued to show steady growth, with a
customer base totaling nearly 50 million.  In particular, the
number of customers in the Rest of the World segment increased
by 28.1% in a comparable basis.  Growth in the customer base
accelerated significantly in the fourth quarter with the
addition of 2.2 million new customers.  Orange retained its
leadership in market share in France (48.8%).

Orange also continued to refocus on high value customers.
Favorable ARPU trends were confirmed -- annual ARPU increased in
France in 2003 for the first time -- with an improvement in the
customer mix.  Contract customers accounted for 57.9% of the
customer base in France and 32.7% in the United Kingdom.  Non-
voice services experienced strong growth, representing 12.7% of
network revenues at the end of 2003, up from 10.7% at the end of
2002.  Average usage per user (AUPU) also experienced robust
growth, rising 10.5% in France and 4.3% in the U.K. in one year.

Network revenues increased 9.8% on a comparable basis and 5.8%
on a historical basis.

The launch of Orange World at the end of October 2003 reinforced
the development of multimedia usage.  At December 31, 2003,
Orange had recruited 1.9 million multimedia contract customers
in France, Switzerland and the United Kingdom.

Fixed line, Distribution and Networks: decline in revenues
limited to 2.4% on a comparable basis

                                Year         Year      Change
                                2003         2002      (in %)
Consumer Services

Consumer "voice" traffic
(in billions of minutes)        59.2         63.7      (7.1)
Subscription to inclusive
Call time contracts
(in millions)                    8.8          6.7     (31.1)
In % of total customers         34.9%        26.4%

Business Services

"Voice" traffic from business
customers (in billions of
minutes)                        21.5         23.5      (8.8)
Corporate data network
Accesses (in thousands)        227.0        190.5       19.2

Carrier Services

Domestic interconnection
"voice" traffic (in
billions of minutes)            42.9         40.5       5.9
ADSL access sold to the
Third-party ISPs (in
Thousands)                   1,204.2        345.5     248.5
Of which unbundled
Telephone lines (in
Thousands)                     275.6          6.7       ns

The rate of decline in France Telecom's market share slowed
significantly in 2003.  France Telecom had 75.8% of the market
for local calls at December 31, 2003, a decrease limited to 5.1
percentage points, compared to a loss of 15.9 points in 2002.
In the long distance market, France Telecom had a market share
of 61.8%, representing a decline of just 2.5 points.

The majority of the 2.4% decrease in revenues on a comparable
basis came from lower fixed line telephony revenues, which
accounted for two-thirds of the revenues for this segment. On a
historical basis, revenues for this segment decreased by 5.6%,
reflecting the negative impact of the sale of TDF in December
2002.

Consumer Services were negatively impacted by lower prices for
calls to wireless numbers and the free unlisted number service,
as well as a decline in local call traffic.  At the same time,
this segment benefited from the rapid development of ADSL. In
2003, France Telecom achieved its objective of 3 million ADSL
lines in France (excluding unbundling) and its ambition is now
to reach 4.5 million ADSL lines by the end of 2004, and a
coverage rate of 95% by the end of 2005.  About 34.9% of
consumer subscribers chose contract service.  Recurrent services
(subscription fees and contracts) now represent 60% of Consumer
Services revenues.

With the launch of "MaLigne TV" (TV over DSL on the fixed
telephone line) in December 2003, France Telecom confirmed its
commitment to innovative fixed line broadband services.

Business Services were negatively impacted by lower voice
prices.  This was offset by growth in revenues from corporate
networks, which rose 5% on a comparable basis and 5.9% on a
historical basis.  In particular corporate data networks
experienced sustained growth as revenues increased 13% in 2003
on a comparable basis, and 14.4% on a historical basis.

Revenues from Carrier Services were stable in comparison with
the previous year, declining only 0.3% on a comparable basis and
0.4% on a historical basis.  Growth in sales of wholesale ADSL
accesses to third-party ISPs and the increase in unbundling
offset nearly the entire decline in revenues from domestic
interconnection, which decreased 4.3% on a comparable basis, and
international carrier services, which decreased 5.8% on a
comparable basis.

Wanadoo 2003 revenues increase 26%, meeting objectives

                                Year         Year      Change
                                2003         2002      (in %)

Total customers France
(thousands)                     4,520        3,924       15.2
including broadband
customers (in thousands)        1,816        1,044       73.9

Total customers
(thousands)                     9,153        8,535        7.2
including broadband
customers (in thousands)        2,453        1,374       78.5


Wanadoo had over 9.1 million customers in Europe at the end of
2003, experiencing growth in all its markets (France, the United
Kingdom, Spain and the Netherlands).

Wanadoo's Internet Access, Portals and e-commerce sub-segment
had revenue growth of 41.3% on a comparable basis (42.5% on a
historical basis), due primarily to Internet Access, where
revenues advanced 47%.  Wanadoo saw very fast-paced growth in
its broadband customer base across Europe, reaching nearly 2.5
million customers in 2003 representing more than a quarter of
Wanadoo subscribers, compared to approximately 1.4 million at
the end of 2002.  In France over half of all broadband customers
have selected Wanadoo.

Revenues from Directories increased 5.6% on a comparable basis
and 4.3% on a historical basis, reflecting 8% growth in revenues
from online directories in France.

Wanadoo introduced a series of innovations in 2003 and developed
services with high value-added such as the WiFi package, the
PlayStation2 package, and the "Espace Perso" personal contact
information on the Pages Blanches directory, geographically
localized services and more.

Equant revenues decrease by approximately 1% on a comparable
basis

Revenues from Equant were relatively stable, declining 0.8% on a
comparable basis.  On a historical basis, Equant's revenues
declined 17.2%, due to the direct impact of the significant
variations in euro/U.S. dollar exchange rates.

Based on figures published by Equant, sales of network services
represented 54.5% of Equant's revenues for 2003, (compared to
52.7% in 2002) advancing 2.6%, including an increase of 8.3% for
direct sales (including sales via Transpac in France) and a
decrease of 19.7% for revenues from indirect distribution
channels.  This increase, combined with the 5.1% increase in
integration services, largely offset the drop in contractual
revenues from SITA, which decreased 10.2%, and the 6.2% decrease
in revenues from other services.

TP Group revenues increase 1.5% on a comparable basis

                                Year         Year      Change
                                2003         2002      (in %)

Total fixed-line customers
(in thousands)                  11,127       10,792       3.1
Total wireless customers
(in thousands)                   5,702        4,480      27.3
of which contract                44.2%        39.1%
Total Internet customers
(in thousands)                   1,515        1,447       4.7

Wireless subsidiary PTK Centertel continued to experience
sustained growth in 2003 as revenues increased 29.1% on a
comparable basis and 46.4% on a historical basis.  The
percentage of wireless customers with contracts, who generate
ARPU of more than four times that for prepay packages, also
experienced steady growth.  At December 31, 2003, contract
customers represented 44.2% of the total customer base, up from
39.1% a year earlier.  PTK Centertel also slightly improved its
market share to 33% at December 31, 2003, up from 32.1% at
December 31, 2002.

Fixed-line services, which represent 78% of TP Group's revenues,
declined 5.2% in 2003 on a comparable basis.  This was due to
the impact of lower telephone traffic volume, even though the
number of fixed line customers continued to rise steadily,
reaching 11.1 million active customers at December 31, 2003, an
annual rise of 3.1%.  TP Group also had 1.5 million active
Internet customers at December 31, 2003, representing growth of
4.7% compared to December 31, 2002.

Other International Operations segment

Revenues from other international operations increased 4% on a
comparable basis, decreasing by 33.2% on a historical basis due
to significant exchange rate differences and changes in scope of
consolidation (in particular the sale of Casema and CTE
Salvador).  Growth came from Uni2 in Spain, where revenues rose
approximately 10% over 2002, and from activities in Senegal and
Mali, which posted an overall revenue increase of 10%.

To see appendices click
http://bankrupt.com/misc/FranceTelecom_Appendices.htm


VIVENDI UNIVERSAL: Unaudited 2003 Revenues Down 56% Year-on-year
----------------------------------------------------------------
Vivendi Universal's (Paris Bourse: EX FP; NYSE: V) unaudited
consolidated revenues for the year ended December 31, 2003,
amounted to EUR25,482 million compared with EUR58,150 million
[2] in 2002.  For the fourth quarter of 2003, Vivendi Universal
reported revenues of EUR7,215 million compared with EUR15,969
million [2] for the fourth quarter of 2002.

Excluding Veolia Environnement and the publishing businesses
divested in 2003, Vivendi Universal's pro forma [1] full year
2003 revenues declined 10%, from EUR28,157 million to EUR25,354
million, and 3% at constant currency.  On a pro forma basis [1],
fourth quarter revenues were down 9% and 2% at constant
currency.

Despite the fall in the dollar against the euro, given the
improvements in its business units' performance, Vivendi
Universal confirms its guidance for the full year 2003:

(a) Very strong growth in operating income,
(b) Significant growth in cash flow from operations [3],
(c) Very strong growth in proportionate cash flow from
    operations [4],
(d) Return to profit (excluding non recurring items and
    goodwill).

Vivendi Universal also announces that its unaudited consolidated
net debt should be below EUR12 billion at December 31, 2003, a
significant improvement over its earlier guidance
("approximately EUR13 billion").  This performance was achieved
through strong cash flow generation in operating units and the
weakening of the dollar/euro rate.

To see consolidated revenues for the full year 2003:
http://bankrupt.com/misc/Vivendi_Revenues.pdf

Comments for Vivendi Universal's Media and Telecom businesses

Media: Vivendi Universal's Media operations (Canal Plus Group,
Universal Music Group, Vivendi Universal Games and Vivendi
Universal Entertainment) revenues for the year 2003 amounted to
EUR15,725 million, down 13% and 6% on a pro forma basis at
constant currency, compared with EUR18,173 million for the year
2002.

Canal Plus Group:

For the full year 2003, Canal Plus Group revenues amounted to
EUR4,158 million, down 14%, and up 1% when excluding all scope
changes [5].

Revenue from the French pay-TV operations, the Canal Plus
Group's core business, increased 6% to EUR2,813 million.  Canal
Plus Group ended 2003 with nearly 8.1 million subscriptions to
its Canal and pay-TV offerings in France, representing a net
growth of approximately 135,000 subscriptions for the year.
With 4.91 million subscriptions at December 31, the Canal
premium channel significantly limited the forecast decline in
its subscriber base to just a net of approximately 110,000,
primarily due to the sustained recruitment of new subscribers,
whose number rose 10% during the year.

CanalSatellite continued to grow, ending the year with 2.75
million subscriptions, for a net annual increase of
approximately 230,000 subscriptions.

StudioCanal revenues were down 23%, in line with the company
strategy to be more selective on its movie investments.
StudioCanal's "Les Nuls l'Integrule" ranked number one among
France's best-selling videos and DVDs during the holiday season,
with nearly one million copies sold, an unprecedented
achievement for a comedy DVD in France.

For the fourth quarter of 2003, Canal Plus Group revenues
amounted to EUR974 million, down 26% when compared to prior
period (This prior-year comparison is not very meaningful in
light of the asset disposals completed during the year).

The French pay-TV operations, the Canal Plus Group's core
business, enjoyed a significant 9% increase in revenues, to
EUR737 million.  In addition, the premium channel recruited a
record number of new subscribers during the quarter, including
more than 93,000 in December alone.  This was the channel's best
performance since 1994.

Universal Music Group (UMG):

For the full year 2003, UMG's revenues of EUR4,974 million were
21% below last year due to weakness in the global music market,
adverse currency movements and a lower number of releases from
global superstars.  Revenues declined 12% in constant currency
with growth in Japan and the U.K. more than offset by declines
in the U.S., Germany, France and UMG's European Music Clubs.
Bestsellers included the debut release from 50 Cent (the number
one bestseller of the year in the U.S. and over 9 million
shipped worldwide) and strong carryover sales from 2002 releases
by t.A.T.u. and Eminem.  Other major sellers were from Sheryl
Crow, Toby Keith, Black Eyed Peas, with very strong sales
outside of North America, Sting and Busted, who had two albums
in the year selling over 1 million units.

The rate of decline in total U.S. album unit sales as measured
by SoundScan continued to slow with a fall of 3.6% against the
prior year compared to a 10.7% decline versus the prior year in
2002. UMG was once again the clear market leader in the U.S.
with a market share of 28.1%.  This was slightly down versus
last year's market share of 28.9% reflecting major releases in
2002 from Eminem, Nelly and Shania Twain.

For the fourth quarter of 2003, UMG's revenues of EUR1,691
million were 19% below last year reflecting the very strong
release schedule in 2002, adverse currency movements,
particularly the continued strengthening of the euro against the
U.S. dollar and difficult music market conditions in certain
territories most notably in France and Germany.  On a constant
currency basis, revenues declined 11%.  Bestsellers in the
quarter were new releases from Sheryl Crow, Toby Keith, G-Unit
and Jay Z.

In the U.S., total album unit sales for the industry as measured
by SoundScan increased 4.3%, the first positive sales quarter
for the industry since the third quarter of 2001.  UMG's album
market share fell to 28.7% versus 29.8% in 2002 when the
quarter's bestsellers were new releases from Shania Twain, the 8
Mile O.S.T. featuring Eminem, the NOW 11 compilation and
Greatest Hits from U2 and Nirvana.

Vivendi Universal Games (VUG):

For the full year 2003, VUG's revenues decreased to E571 million
for the year, 28% below prior year.  On a constant currency
basis, revenues were down by 16%.  In 2003, key titles were: The
Simpsons: Hit and Run, The Hulk, Warcraft III Expansion Pack and
titles based on the Crash franchise. This compares to a stronger
line-up in 2002, which included Warcraft III, Fellowship of the
Ring, Crash V, and The Thing.  In addition, pricing pressures
were far greater in 2003 than 2002, which contributed to lower
net revenues.

For the fourth quarter of 2003, VUG's revenues amounted to
EUR254 million, a 13% decline versus prior year.  At constant
currency, revenues were down by 1%.  In the fourth quarter of
2003, the key titles were The Simpsons: Hit and Run, Hobbit, the
Crash franchise, and Cat in the Hat.  In 2002 key titles were
Spyro, Crash and The Lord of the Rings.

Vivendi Universal Entertainment (VUE):

For the full year 2003, VUE revenues amounted to EUR6,022
million, down 4%.  On a pro forma basis [8], VUE revenues
decreased by 14%, but were up 4% at constant currency and 10%
excluding Spencer Gifts sold in May 2003.  Strong performances
at Universal Pictures and Universal Television Group were offset
by lower revenues at Universal Parks & Resorts.

Revenues at Universal Television Group were up 6% over the prior
year, on a comparable basis (stand alone, pro forma, in dollars
and in U.S. GAAP).  Universal Television Networks revenues were
up 14% reflecting advertising sales growth at both USA Network
and Sci Fi Channel, as well as increased subscriber revenue at
both networks.  Revenues at Universal Television Production were
up 4%, reflecting the continued strong performance of the three
shows in the Law & Order franchise, as well as the debut of
several Reveille productions in 2003.

Universal Pictures Group revenues increased 15%, on a comparable
basis, over the prior year due to the theatrical and DVD success
of Bruce Almighty, 2 Fast 2 Furious, Johnny English and
Seabiscuit.  Additional upside was generated by strong
theatrical performance of American Wedding and Love Actually and
the DVD success of library releases including Scarface and
Animal House.

Universal Parks & Resorts and Other revenues were up 3%, on a
comparable basis, primarily due to improved performance at
Universal Studios Networks, whose revenues were up 29% due to
growth in subscriber numbers and affiliate fees.  Revenues at
theme parks were down 5% due to Universal Studios Hollywood and
Universal Studios Japan, due to ongoing security concerns and
associated softness in the tourism market.

For the fourth quarter of 2003, VUE revenues amounted to
EUR1,755 million, down 4%.  On a pro forma basis [8], VUE
revenues decreased by 5%, but were up 14% at constant currency,
reflecting strong performances at Universal Television Group and
Universal Pictures Group.

Revenues at Universal Television Group were up 20% over the
fourth quarter of 2002, on a comparable basis (stand alone, pro
forma, in dollars and in U.S. GAAP).  Universal Television
Networks revenues were up 19%, on a comparable basis, reflecting
advertising sales growth at both USA Network and Sci Fi Channel,
as well as increased subscriber revenue at both networks. In
addition, USA Network benefited from increased ratings versus
fourth quarter of 2002, primarily due to the strength of Law &
Order: Special Victims Unit.  Revenues at Universal Television
Productions increased 31%, primarily due to the continued strong
performance of the three Law & Order franchise series, as well
as the debut of several Reveille productions.

Universal Pictures Group revenues increased 32% on a comparable
basis.  Upside was driven by stronger DVD performance from
Scarface, 2 Fast 2 Furious, Bruce Almighty, The Hulk and
Seabiscuit.  Additional upside was generated by the theatrical
success of Love Actually.

Universal Park & Resorts and Other revenues increased 15%
primarily due to improved performance at Universal Studios
Networks, whose revenues were up 26% due to growth in subscriber
numbers and affiliate fees.  Revenues at the theme parks were up
1%, on a comparable basis, when compared to the prior period,
due to Universal Studios Hollywood and Universal Studios Japan.

Telecom: Vivendi Universal's Telecom activity (SFR Cegetel and
Maroc Telecom) revenues for the year 2003 amounted to EUR9,045
million, up 6% when compared with EUR8,554 million for the year
2002.

SFR Cegetel:

For the full year 2003, SFR Cegetel Group reported an excellent
performance with consolidated revenue growth of 7% to EUR7,574
million.

Mobile telephony revenues increased 10% to EUR6,733 million,
driven by significant growth of the customer base and a strong
annual ARPU.  In 2003 and for the first time ever, SFR
(including SRR) became the market leader in net adds with a 38%
market share, recording 1,177,500 new net customers, taking its
registered customer base to 14.7 million, a 9% increase against
last year.  SFR increased its market share on the French mobile
market to 35.3% against 35.1% at the end of December 2002.

Annual rolling ARPU [9] grew 1.7% to EUR431, despite the fixed
incoming call tariff decrease of 15% on January 1, 2003.  The
favorable ARPU trend is explained by an improved customer mix
and increased usage: contract customer base grew 18% to 8.5
million, improving the customer mix to 57.7% against 53% at the
end of December 2002 while overall voice usage increased 7% year
over year to 256 minutes per average customer per month.

The growing adoption of multimedia mobile services by SFR
customers is confirmed with approximately 330,000 customers (as
of December 31, 2003) to the new multimedia service portal
Vodafone live! launched in November 2003 (and 410,000 customers
as of end of January 2004), 3.3 billion text messaging (SMS) and
6 million multimedia messaging (MMS) sent in 2003.

Fixed telephony revenues declined 9% to EUR841 million mainly
explained by the unfavorable impact of year-end 2002 voice price
decreases and an unfavorable traffic mix.

For the fourth quarter of 2003, SFR Cegetel Group's consolidated
revenues amounted to EUR2,021 million, an 11% increase compared
to the same period last year.

Mobile telephony achieved an excellent performance with revenues
growth of 14% to EUR1,814 million, driven by strong growth in
the customer base and favorable ARPU trends.

The fourth quarter was the best in 2003 with 535,800 new net
customers, a very strong increase compared to the 274,300
recorded for the third quarter of 2003.

Fixed telephony revenues declined 12% to EUR207 million mainly
due to an unfavorable traffic mix.

Maroc Telecom:

For the full year 2003, Maroc Telecom's revenues amounted to
EUR1,471 million, up 3% at constant currency when compared with
the year 2002.

Mobile sales were up 8.5% when compared to 2002, thanks to a
larger customer base.  Mobile customers at year end increased
13% by 617,000 to 5,214,000 and ARPU was stable.

Fixed-line sales were stable, the increase of incoming mobile
calls and Internet being balanced by lower national voice
traffic and the loss of Meditel's (the mobile competitor)
international traffic.  Maroc Telecom's fixed-line customer base
increased by 92,000 new customers to reach 1,219,000.

For the fourth quarter of 2003, Maroc Telecom's revenues
amounted to EUR370 million, up 3% at constant currency when
compared with the same period last year.

Mobile sales were up 7% when compared to the fourth quarter of
2002, thanks to stronger post-paid traffic and to increased
acquisitions of prepaid customers.  Maroc Telecom's mobile
customer base increased by 141,000 new customers to reach
5,214,000 and mobile ARPU was stable.

Fixed-line sales were up 2% primarily due to the increase of
incoming mobile calls and stronger taxiphone traffic.  Maroc
Telecom's fixed-line customer base increased by 54,000 new
customers to reach 1,219,000.

To see financial statements:
http://bankrupt.com/misc/Vivendi_2003Results.htm

---------
Footnotes

[1] The pro forma information illustrates the effect of the
acquisition of the entertainment assets of InterActiveCorp and
the disposal of VUP assets in 2003 as if these transactions had
occurred at the beginning of 2002. It also illustrates the
accounting of Veolia Environnement using the equity method at
January 1, 2002 instead of December 31, 2002. The pro forma
information is calculated as a simple sum of the actual revenues
of Vivendi Universal's businesses (excluding businesses sold)
and the actual revenues reported by each of the acquired
businesses in each period presented.

Additionally, the revenues of Universal Studios international
television networks are reported by Vivendi Universal
Entertainment instead of Canal Plus Group. This reclassification
has no impact on the total revenues of Vivendi Universal. The
pro forma revenues are not necessarily indicative of the
combined revenues that would have occurred had the transactions
actually occurred at the beginning of 2002.

[2] Excluding the contribution of VUP assets sold in 2002
(please refer to chart Revenues by business segment, footnote
[5].

[3] Net cash provided by operating activities net of capital
expenditures and before financing costs and taxes.

[4] Defined as cash flow from operations excluding the minority
stake in all less than 100% entities.

[5] Variation on a comparable basis (excluding all scope
changes, principally Telepiu).

[6] Variation on a comparable basis and at constant currency
basis (excluding Spencer Gifts sold in May 2003 and including
InterActiveCorp entertainment assets as of January 1, 2002).

[7] Comprised of Vivendi Telecom International (excluding Maroc
Telecom), Internet, Vivendi Valorisation, VUP assets not sold
during 2002 and 2003 (Atica & Scipione: publishing activities in
Brazil) and the elimination of intercompany transactions.

[8] Pro forma basis as if InterActiveCorp entertainment assets
had been consolidated from January 1, 2002, and the results of
Universal Studios' international television networks had been
reported by VUE instead of Canal Plus Group.

[9] Annual rolling ARPU : annual rolling average revenue per
user defined as annual rolling mobile (SFR+SRR) revenues
excluding roaming-in and excluding equipment sales, net of
promotions on yearly average ART (Autorite de Regulation des
Telecommunications) total subscriber base.

CONTACT:  VIVENDI UNIVERSAL
          Investor Relations
          Paris
          Daniel Scolan
          Phone: +33 0 1 71 71 32 91
          Laurence Daniel
          Phone: +33 0 1 71 71 12 33
          or
          New York
          Eileen McLaughlin
          Phone: +1 212 572 13 34


=============
G E R M A N Y
=============


EM.TV & MERCHANDISING: Shareholders OK Restructuring Proposal
-------------------------------------------------------------
The restructuring of the EUR400 million 4% convertible bond of
2000/2005 EM.TV & Merchandising AG was approved in an
extraordinary shareholders' meeting on Thursday with an
overwhelming majority.  All items of the agenda were accepted by
a majority of more than 99.9% based on a 47.2% of shareholders'
capital being present.  As a consequence thereof another
important step towards the restructuring of the company has
been accomplished.

In order to finally avoid insolvency, the offer still needs to
be accepted by bondholders holding 97.5% of the nominal value of
the bonds outstanding.  As of the date of the extraordinary
shareholders' meeting the percentage of bondholders' acceptance
increased to about 91%.

Previously EM.TV had already extended the offer period to
February 13, 2004.

CONTACT: Frank Elsner
         Kommunikation fur Unternehmen
         Phone: +49 5404 91 92 0


=========
I T A L Y
=========


FESTIVAL CRUISES: Blocks Seizure of m/v European Vision
-------------------------------------------------------
Festival Cruises informs that in these hours we have received
from Barbados the news of a restraining order that cancels the
previous seizure verdict and prevents Alstom/Credit Agricole, or
any other representative, to take possession of the m/v European
Vision.

The order has been issued in the context of the decisions
concerning the claims presented by Festival for the judicial
actions undertaken against the Company: the injunction states
that the actions have been taken "with a view to enabling it
(Festival Cruises) to recommence cruise operations as soon as
possible."

Within the ongoing negotiations, Festival reaffirms its belief
in the restructuring plan of the Group, plan that foresees the
entry of new investors in the Company capital and the
intervention of the bank system to support the operation.

Festival confirms that the negotiations to finalize the above-
mentioned plan are in advanced development phase and that they
have recently undergone an encouraging acceleration that let us
presume a positive outcome within shortly.


===================
L U X E M B O U R G
===================


MILLICOM INTERNATIONAL: Results Conference Call Set Feb. 10
-----------------------------------------------------------
Millicom International Cellular S.A. will announce its financial
results for the fourth quarter and full year ended December 2003
on Tuesday, February 10, 2004.

The company will host a conference call for the global financial
community at 10:00 a.m. (E.T.)/3:00 p.m. (U.K.)/4:00 p.m. (CET).

The conference call will be Webcast in listen-only mode on
Millicom's Web site at http://www.millicom.com

To participate in the conference call, please register at:

http://www.sharedvalue.net/Millicom/FY2003

The dial-in number to join the conference call will be available
upon registration.

You may also register by filling out the information attached
and returning it by fax to: Shared Value; Phone: +44 (0) 20 7321
5020

Millicom International Cellular S.A. is a global
telecommunications investor with cellular operations in Asia,
Latin America and Africa.  It currently has a total of 16
cellular operations and licenses in 15 countries.  The Group's
cellular operations have a combined population under license of
approximately 382 million people.  In addition, Millicom
International Cellular S.A. provides high-speed wireless data
services in five countries.

CONTACT:  MILLICOM INTERNATIONAL
          Nicolas Duperrier
          Phone: +44 (0) 20 7321 5010


MILLICOM INTERNATIONAL: Increases Ownership in Millicom Tanzania
----------------------------------------------------------------
Millicom International Cellular S.A. announced that it has
acquired 26% of Millicom Tanzania Ltd. from the government of
Tanzania, bringing Millicom's ownership to 84%.

Tanzania is Millicom's largest market in Africa.  With a
population of approximately 35 million and with mobile
penetration of less than 3%, it has significant growth
potential.

Marc Beuls, President and CEO of Millicom commented: "This
acquisition is part of Millicom International's strategy of
buying out partners in order to increase ownership of existing
businesses."

CONTACTS:  MILLICOM INTERNATIONAL CELLULAR S.A. LUXEMBOURG
           Marc Beuls
           President and Chief Executive Officer
           Phone: +352 27 759 327

           ANDREW BEST
           Investor Relations
           Shared Value Ltd. London
           Phone: +44 20 7321 5022
           Homepage: http://www.millicom.com


=====================
N E T H E R L A N D S
=====================


GETRONICS N.V.: Private Placement of 87 Mln Shares Successful
-------------------------------------------------------------
Getronics N.V. has successfully placed new ordinary shares of
Getronics and has set the offering price at EUR2.40 per share.
The offer was oversubscribed.  The Company intends to use the
proceeds from the offering to redeem the EUR250 million nominal
value 13% subordinated installment bond due 2008 in full.

The new ordinary shares were placed Thursday with institutional
investors through a private placement.  The offering comprises
87 million new ordinary shares of Getronics.  In addition, the
Company has granted to ABN AMRO Rothschild on behalf of the
syndicate the option to purchase up to 13 million additional new
ordinary shares solely to cover over-allotments.

Getronics CEO Klaas Wagenaar: "We are happy with this successful
transaction.  It shows the confidence stakeholders have in
Getronics."

Closing of the placing is conditional on the approval of the
Company's shareholders at a general meeting and on the admission
of the new ordinary shares listing on the official segment of
the stock exchange of Euronext Amsterdam N.V. and certain other
customary conditions set out in an underwriting agreement.

Allocations were communicated on Thursday.  Application for the
admission of the new ordinary shares to Euronext will be made in
due course and it is expected that the new ordinary shares will
be admitted to listing on February 27, 2004, barring unforeseen
circumstances.  Payment and settlement is expected to take place
on February 27, 2004.  Until this date the new ordinary shares
will trade conditionally under a separate fund code (fund code:
35589; ISIN code: NL0000355899; common code: 018589834).

Conditional trading can only take place in lots of 50,000
ordinary shares and multiples thereof, in accordance with
Euronext requirements.  Any conditional trading is at the risk
of the investor.  If any of the conditions to the placing are
not satisfied or waived, all trades in new ordinary shares will
become void.

ABN AMRO Rothschild, on behalf of the syndicate, may engage in
transactions that stabilize, maintain or otherwise effect the
price of both the Company's existing and new ordinary shares
until 30 days after closing of the offering.

Following the settlement of the issue of the new ordinary
shares, the Company will give notice of the adjustment to the
conversion price of the 5.5% unsubordinated convertible bonds
due 2008 issued by the Company in October 2003 as a result of
this offering.  Such adjustment will become effective
immediately upon issue of the notice.  Assuming no further
adjustments before settlement of the issue of new ordinary
shares, the Company expects the new conversion price, calculated
in accordance with Formula C, set out in Condition 4(b)(2)(C) of
the terms and conditions of the Bonds, to be EUR1.56.

ABN AMRO Rothschild and ING Investment Banking are acting as
Global Joint Coordinators and Joint Bookrunners for the offering
and Barclays Bank Plc is acting as Co-Lead Manager.  Stibbe and
Herbert Smith are acting as legal advisers to the Company.

About Getronics

With approximately 22,000 employees in over 30 countries and
preliminary unaudited revenues of approximately EUR2.6 billion
in 2003, Getronics is one of the world's leading providers of
vendor independent Information and Communication Technology
solutions and services.  Getronics today combines the
capabilities of the original Dutch company with those of Wang
Global, acquired in 1999, and of the systems and services
division of Olivetti.   Getronics is ranked second worldwide in
network and desktop outsourcing and fourth worldwide in network
consulting and integration (Source: IDC 2002-2003).  Getronics
designs, integrates and manages ICT infrastructures and business
solutions for many of the world's largest global and local
companies and organizations, helping them maximize the value of
their information technology investments.  Getronics
headquarters are in Amsterdam, with regional offices in Boston,
Madrid and Singapore.  Getronics' shares are traded on Euronext
Amsterdam ("GTN").  For further information about Getronics,
visit http://www.getronics.com

The new ordinary shares referred to in this announcement have
not been and will not be registered under the United States
Securities Act of 1933 or with any securities regulatory
authority of any state within the United States.  The new
ordinary shares will only be offered or sold in offshore
transactions outside the United States in reliance on
Regulations under the Securities Act and, unless the New
Ordinary Shares are registered under the Securities Act or an
exemption from the registration requirements of the Securities
Act is available, may not be offered, sold or delivered within
the United States or to or for the account or benefit of U.S.
Persons.

In the United Kingdom, this communication is directed only at
    (i) Persons having professional experience in matters
        relating to investments who fall within the definition
        of "investment professionals" in Article 19(5) of the
        Financial Services and Markets Act 2000 (Financial
        Promotion) Order 2001;

   (ii) High net worth bodies corporate, unincorporated
        associations and partnerships and trustees of high value
        trusts as described in Article 49(2) of the Financial
        Services and Markets Act 2000 (Financial Promotion)
        Order 2001.  Any persons who receive this communication
        who do not fall within (i) or (ii) above should not rely
        on or act upon this communication.

Until admission of the new ordinary shares to the official
segment of the stock exchange of Euronext Amsterdam NV, no offer
(or solicitations of such offer) in respect of the new ordinary
shares is made to any individual or legal entity anywhere in the
world, other than to individuals or legal entities, who or which
trade or invest in securities in the conduct of a business or
profession (which includes banks, securities intermediaries
(including dealers and brokers), insurance companies, pension
funds, collective investment institutions, central governments,
large international and supranational organizations, other
institutional investors and other parties, including treasury
departments of commercial enterprises, which as an ancillary
activity regularly invest in securities.

The distribution of this announcement, the placing and/or the
issue of the new ordinary shares in certain jurisdictions may be
restricted by law.  No action has been taken by the Company, ABN
AMRO Rothschild, ING Investment Banking or Barclays Capital that
would permit an offer of such ordinary shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such ordinary shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by
the Company, ABN AMRO Rothschild, ING Investment Banking or
Barclays Capital to inform them about and to observe any such
restrictions.

Stabilization/FSA

CONTACT: GETRONICS
         Investor Relations
         Phone: +31 20 586 1982
         Fax: +31 20 586 1455
         E-mail: investor.relatlions@getronics.com


ISPAT INTERNATIONAL: Fourth Quarter Net Income Down 78.4%
---------------------------------------------------------
Ispat International N.V., (NYSE: IST US; AEX: IST NA), reported
a net income of US$11 million or 9 cents per share for the
fourth quarter of 2003 as compared to net income of US$51
million or 42 cents per share for the fourth quarter of 2002.

Consolidated sales and operating income for the fourth quarter
were US$1.4 billion and $22 million, respectively, as compared
to $1.3 billion and $29 million, respectively, for the fourth
quarter of 2002.  Total steel shipments increased by 1% to 3.8
million tons.

Debt at the end of the fourth quarter was $2.3 billion.  Capital
expenditure for the fourth quarter of 2003 was $29 million.  At
December 31, 2003 the Company's consolidated cash, cash
equivalents and short-term liquid investments totaled $80
million.  The Company also has approximately $337 million
available to it under various undrawn lines of credit and bank
credit arrangements.

Ispat International N.V. is one of the world's largest and most
global steel producers, with major steel making operations in
the United States, Canada, Mexico, Trinidad, Germany and France.
The Company produces a broad range of flat and long products
sold mainly in the North American Free Trade Agreement (NAFTA)
participating countries and the European Union (EU) countries.
Ispat International N.V. is a member of the LNM Group.

To see full copy of financial report:
http://bankrupt.com/misc/Ispat_Q4.pdf

                              *****

In October, Standard & Poor's Ratings Services said it placed
its ratings on The Netherlands-based steel producer Ispat
International N.V. and related entities, including its 'B-'
long-term corporate credit rating on the group, on CreditWatch
with negative implications following concerns about the group's
liquidity position.

For further information, visit http://www.ispat.com

CONTACT:  John McInerney
          Jessica Wolpert
          Phone: + 44 20 7543 1174
                 +  1 201 499 3535
                 +  1 201 499 3533


VENDEX KBB: Attracts Offers from Leading Private Equity Houses
--------------------------------------------------------------
Vendex KBB has recently been approached by leading international
private equity houses with respect to a possible public offer
for the company.  The supervisory board and management board
have decided to explore the possibilities of effecting a
transaction with a selected number of parties, who are
interested in the Group as a whole and endorse the corporate
strategy.  The preliminary, non-binding indication of values by
these parties ranges around EUR14 per common share.  It is
unclear whether these exploratory discussions will lead to a
public offer, and if made, at what price and with what
conditions.  The process is still in an initial phase and is
likely to take several months.  Further information will follow
if and when appropriate.

In anticipation on the publication (February 18 next) of the
sales figures over the fourth quarter of the financial year
2003/04 Vendex KBB gives these information:

Consumer expenditure in the non-food sector in the fourth
quarter of the financial year remained under severe pressure.
The apparel and consumer electronics markets showed a marked
decline.  The DIY market is expected to show a contraction for
the second half of the year for the first time in a number of
years.  As a result Vendex KBB's fourth quarter sales have been
negatively affected.

The latest estimates of the operating retail results over the
financial year 2003/04 (ending January 31) indicate that HEMA
and DIY will nevertheless achieve a modest improvement of the
operating retail result.  Bijenkorf's result is expected to
remain in line with previous year, while that of Consumer
Electronics is expected to be slightly lower.  The result of
Fashion is expected to be considerably lower.  V&D's operating
loss will remain comfortably within the range indicated in
September (between EUR30 million and EUR50 million).  The one-
off reorganization charge for V& which in September had been
indicated to be between EUR80 to EUR100 million, is expected to
be EUR80 million.  The annual figures will be published on April
6, 2004.


VENDEX KBB: Biggest Shareholder Backs Plan to Take Firm Public
--------------------------------------------------------------
K Capital Partners supports the decision of the Vendex KBB
Supervisory and Management Boards to explore a transaction for
the group with a number of parties.

As mentioned in previous press releases by K Capital and the
Petercam-led Shareholder Value Realization Committee, we believe
that significant corporate actions need to be taken to enhance
the value of Vendex KBB shares.

Thursday's decision to pursue a competitive process to explore
the possibility of a transaction is exactly the type of action
that is in the best interests of all shareholders.

K Capital intends to facilitate the Company's efforts to
maximize shareholder value.

                              *****

Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on leading Dutch nonfood retailer
Koninklijke Vendex KBB to 'BB+' from 'BBB-', following a further
weakening of the group's business profile.

"The downgrade reflects that Vendex's financial profile, which
should remain broadly flat in the coming years, is no longer
commensurate with an investment-grade rating, given the
weakening in the group's business profile," said Standard &
Poor's credit analyst Omar Saeed.

CONTACT:  SHAREHOLDER VALUE REALIZATION COMMITTEE
          Peter Manhout
          Phone: +31 20 573 5588


===========
N O R W A Y
===========


STOLT OFFSHORE: Settles Burullus, OGGS Claims
---------------------------------------------
Stolt Offshore S.A. (NasdaqNM: SOSA; Oslo Stock Exchange: STO),
announced that satisfactory settlements had been reached on
outstanding claims and variation orders on the OGGS project in
Nigeria and the Burullus contract in Egypt.  These settlements
are in line with guidance given in our press release of November
28, 2003.  The majority of the cash relating to these
settlements has now been received with the remainder due in the
coming weeks.

Tom Ehret, Chief Executive Officer of Stolt Offshore, said: "We
are pleased to have reached an amicable resolution to these two
contracts.  These settlements draw a line under two of our loss-
making legacy contracts."

Stolt Offshore is a leading offshore contractor to the oil and
gas industry, specializing in technologically sophisticated
deepwater engineering, flowline and pipeline lay, construction,
inspection and maintenance services.  The Company operates in
Europe, the Middle East, West Africa, Asia Pacific, and the
Americas


===========
S W E D E N
===========


SKANDIA INSURANCE: To Appoint Bjorn Lind to Nominating Committee
----------------------------------------------------------------
Skandia's nominating committee has decided to co-opt Bjorn Lind,
SEB Fonder, to the committee ahead of Skandia's Annual General
Meeting in April 2004.

The committee will hereafter include the following members:

Bjorn Wahlroos (Sampo), chairman
Ramsay Brufer (Alecta)
Bo Eklof (Robur)
Bjorn Lind (SEB Fonder), co-opted
Per Lofqvist (Skandia Shareholders Association)
Lars Oberg (Skandia Liv's policyholders)
Bjorn Bjornsson (Chairman of the Board of Skandia), co-opted

Carl-Olof By, who was previously a member of the committee,
announced on January 27 that he no longer wishes to participate
in the committee's work, since Industrivarden has sold its
shares in Skandia.


CONTACT:  SKANDIA INSURANCE
          Corporate Communications
          S-103 50 Stockholm, Sweden
          Phone: +46-8-788 10 00
          Fax:   +46-8-788 23 80
          Homepage: http://www.skandia.com


===========================
U N I T E D   K I N G D O M
===========================


CANARY WHARF: Brascan Submits 270 Pence Per Share All-cash Offer
----------------------------------------------------------------
CWG Acquisition announces the terms of an offer to be made to
acquire the entire issued and to be issued share capital of
Canary Wharf other than those Canary Wharf Shares which CWG
Acquisition holds or has contracted to acquire at the date of
the Offer.

CWG Acquisition is a company recently formed for the purpose of
making the Offer and is a direct wholly owned subsidiary of CWG
Acquisition Holdings Limited CWG Acquisition Holdings.  CWG
Acquisition Holdings has been formed at the direction of CWG
Holdings (2004) Inc. (a company recently formed at the direction
of Brascan Corporation, British Columbia Investment Management
Corporation and Ontario Teachers' Pension Plan Board for the
purpose of investing in CWG Acquisition Holdings) and Hermes
Pensions Management Limited (on behalf of The Trustees of the BT
Pension Scheme and Royal Mail Pensions Trustees Limited, as
trustee of the Royal Mail Pension Plan).

The Offer

The Offer will consist of an all-cash offer of 270 pence for
each Canary Wharf Share with, subject to certain conditions
being satisfied, a share alternative consisting of, in respect
of each Canary Wharf Share, one share in Thames River Office
Properties PLC in lieu of 25 pence in cash which would otherwise
have been made available under the Cash Offer.  An additional
share election facility will be made available, as described
below.  Thames River Office Properties PLC has been formed for
the purpose of enabling Canary Wharf Shareholders, if they so
wish, to hold an ongoing interest in Canary Wharf.   Further
details are set out below.

The Cash Offer values Canary Wharf's existing issued share
capital at approximately GBP1.58 billion and at an enterprise
value of approximately GBP5.26 billion (based on Canary Wharf's
net debt* of GBP3.68 billion as at June 30, 2003).  The Cash
Offer represents a premium of approximately:

(a) 71% to Canary Wharf's closing middle market price of 157.5
    pence per Canary Wharf Share, as derived from the Daily
    Official List, on April 24, 2003 (the last business day
    prior to speculation regarding a potential offer for Canary
    Wharf);

(b) 50% to Canary Wharf's closing middle market share price of
    180 pence, as derived from the Daily Official List, on June
    5, 2003 (the last business day prior to the announcement by
    Canary Wharf that it had received approaches that might lead
    to an offer for the Company); and

(c) 3% to Canary Wharf's Adjusted NNNAV* of approximately 261
    pence per Canary Wharf Share as at June 30, 2003.

* Neither Canary Wharf's net debt nor Canary Wharf's Adjusted
NNNAV take account of the sale to The Royal Bank of Scotland PLC
of the leasehold interests in the properties situated at 25
Canada Square and 5 Canada Square that completed on December 22,
2003.

The Offer will be made on the terms set out in this announcement

and to be set out in the Offer Document and accompanying Form of
Acceptance and will be subject to a number of conditions,
including valid acceptances having been received in respect of
Canary Wharf Shares which, when aggregated with any Canary Wharf
Shares held by CWG Acquisition and any further Canary Wharf
Shares which CWG Acquisition has contracted to acquire, together
amount to more than 50% of the issued share capital of Canary
Wharf (diluted to include shares potentially issuable pursuant
to rights under the Canary Wharf Share Schemes).

Details of the conditions to the Offer are set out in Appendix
I.

Irrevocable Undertakings

As announced on December 17, 2003, Brascan entered into an
agreement with Mr. Paul Reichmann and certain Reichmann family
interests encompassing various arrangements regarding their
respective ownership of shares in Canary Wharf.  Pursuant to the
Reichmann Agreement, RF Holdings Limited has irrevocably agreed
to accept, or procure the acceptance of, the Offer (and not to
elect for any Thames River Shares under the Share Alternative)
in respect of all of the 51,915,085 Canary Wharf Shares in which
RF Holdings is interested, representing approximately 8.9% of
Canary Wharf's existing issued share capital.

CWG Acquisition has also received an irrevocable undertaking
from Brascan's indirect wholly-owned subsidiary, Trilon, to
accept the Offer (and not to elect for any Thames River Shares
under the Share Alternative) in respect of 52,750,000 Canary
Wharf Shares beneficially owned by it, representing
approximately 9.0% of Canary Wharf's existing issued share
capital.

In aggregate, therefore, CWG Acquisition has received
irrevocable undertakings to accept the Offer in respect of
104,665,085 Canary Wharf Shares, representing approximately
17.9% of Canary Wharf's existing issued share capital.

The Share Alternative and Additional Share Election Facility

Under the Share Alternative, Canary Wharf Shareholders who
validly accept the Offer may elect to receive, in respect of
each Canary Wharf Share, one Thames River Share in lieu of 25
pence in cash to which such Canary Wharf Shareholder would
otherwise be entitled under the Cash Offer.

Canary Wharf Shareholders who validly accept the Offer and who
validly elect for the Share Alternative may also, subject to
availability as described below, elect to receive additional
Thames River Shares on the basis of one additional Thames River
Share for every 25 pence of cash consideration to which they
would otherwise be entitled under the Cash Offer (the
'Additional Share Election Facility').  Fractions of Thames
River Shares will not be allotted.  Thames River Shares will
become available to satisfy elections under the Additional Share
Election Facility in a Settlement Pool only to the extent that
Canary Wharf Shareholders who validly accept the Offer in such
Settlement Pool do not make a valid election for the Share
Alternative.

The Share Alternative and the Additional Share Election Facility
are conditional upon the Offer becoming or being declared
unconditional in all respects, valid acceptances of the Offer
having been received by no later than 14 days after the Offer
becomes or is declared unconditional as to acceptances in
respect of Canary Wharf Shares which, when aggregated with any
Canary Wharf Shares held by CWG Acquisition and any Canary Wharf
Shares which CWG Acquisition has contracted to acquire, together
amount to at least 75% of the issued share capital of Canary
Wharf (diluted to include shares potentially issuable pursuant
to rights under the Canary Wharf Share Schemes) and a minimum
level of take-up of the Thames River Shares by Canary Wharf
Shareholders, in each case as set out more particularly in this
announcement.

Application will be made to admit the Thames River Shares to
trading on the Alternative Investment Market of the London Stock
Exchange.  The availability of the Share Alternative is also
conditional upon the Thames River Shares being admitted to
trading on AIM.

Accordingly, the Share Alternative and the Additional Share
Election Facility are dependent on certain additional conditions
that do not apply to the Cash Offer.  If those additional
conditions are not satisfied, those Canary Wharf Shareholders
who have elected for Thames River Shares, whether under the
Share Alternative or the Additional Share Election Facility,
will be deemed to have accepted the Cash Offer.

The availability of the Share Alternative and the Additional
Share Election Facility to Canary Wharf Shareholders who are not
resident in the United Kingdom may be affected by the laws of
the jurisdictions in which such Canary Wharf Shareholders are
resident.

Following completion of the Offer, if all the conditions to the
availability of the Share Alternative and the Additional Share
Election Facility are met, Thames River will hold between
approximately 8.1% and approximately 16.3% of the issued share
capital of CWG Acquisition (depending upon the level of
elections for the Share Alternative and the elections made under
the Additional Share Election Facility and the level of take up
under the Offer).

The remainder of the issued share capital of CWG Acquisition,
following completion of the Offer, will be held by CWG
Acquisition Holdings.

In accordance with Rule 24.10 of the City Code, it is expected
that Thames River Shares will be valued by Deutsche Bank and
Merrill Lynch at a value of at least 25 pence per share in the
Offer Document.

Discussions with Canary Wharf's Independent Committee

Following the announcement by IPC Advisors on January 29, 2004,
CWG Acquisition's advisers approached the Independent
Committee's advisers to discuss whether the Independent
Committee was prepared to engage in discussions with CWG
Acquisition regarding a recommendation at the level of the
Offer.

Although the Independent Committee has declined this invitation
to date, CWG Acquisition believes that the Offer should be
recommended to Canary Wharf Shareholders as:

(a) the Offer only has a 50% Acceptance Condition,
    dramatically increasing its certainty of execution compared
    to the MSREF Proposal, which has a limited prospect of
    approval at best;

(b) the Offer has a higher cash price than the MSREF Proposal
    which was recommended by the Independent Committee; and

(c) the Offer includes a share alternative, which treats all
    shareholders alike.

While the Independent Committee has not currently recommended
the Offer, Canary Wharf Shareholders should note that, when
recommending the MSREF Proposal, the Independent Committee
expressed no opinion on the value of the share consideration
available under the MSREF Proposal and that the recommendation
of the Independent Committee to Canary Wharf Shareholders is to
vote in favor of the MSREF Proposal absent a superior offer.
The Cash Offer is clearly superior to the all cash alternative
under the MSREF Proposal.  CWG Acquisition also believes that
the share consideration available under the Offer is superior to
the share consideration available under the MSREF Proposal for
the reasons set out below.

MSREF is the real estate private equity funds managed by MSREF
IV                                 International-G.P., L.L.C.,
consisting of MSREF IV TE Holding, L.P., Morgan Stanley Real
Estate Fund IV International-T, L.P., Morgan Stanley Real Estate
Investors IV International, L.P. and Morgan Stanley Real Estate
Fund IV Special International, L.P.


CANARY WHARF: CWG Boasts Tender Has Greater Chance of Succeeding
----------------------------------------------------------------
Comparison of the Offer to the MSREF Proposal

CWG Acquisition believes that the Offer, which is subject to the
50% Acceptance Condition and allows Canary Wharf Shareholders to
receive 270 pence in cash per Canary Wharf Share is clearly a
superior offer because it provides both greater certainty of
completion and superior value to the MSREF Proposal, which is to
be effected by way of a scheme of arrangement and provides a
cash alternative of only 265 pence in cash per Canary Wharf
Share.

Greater certainty of completion

CWG Acquisition believes, for the reasons set out below, that
the Offer represents the only proposal currently available to
Canary Wharf Shareholders that has a realistic opportunity of
being implemented.

The MSREF Proposal requires the approval at the:

(i) Court Meeting of a majority in number of Canary Wharf
     Shareholders eligible to vote representing not less than
     75% in value of Canary Wharf Shareholders eligible to vote;
     and

(ii) EGM of a special resolution which must be passed by not
     less than 75% of Canary Wharf Shareholders; in each case,
     present and voting in person or by proxy.

Canary Wharf Shares controlled by the Glick Entities,
representing approximately 14.5% of the issued share capital of
Canary Wharf, cannot be voted at the Court Meeting to approve
the scheme of arrangement to effect the MSREF Proposal.

Pursuant to the Reichmann Agreement, both Brascan (through its
indirect wholly-owned subsidiary, Trilon) and RF Holdings have
irrevocably agreed to vote, or procure the voting of, their
respective shareholding interests in Canary Wharf against the
scheme of arrangement to effect the MSREF Proposal and against
any other offer, proposed scheme of arrangement, financing or
other transaction for Canary Wharf or its assets proposed by
Silvestor U.K. Properties Limited or any other member of the
MSREF consortium on or prior to December 31, 2004.  Brascan and
RF Holdings will vote or procure the relevant shares are voted,
in accordance with their irrevocable agreement, against the
MSREF Proposal or any such offer, proposed scheme of
arrangement, financing or other transaction for Canary Wharf or
its assets.

CWG Acquisition believes that, given the irrevocable agreements
of Brascan and RF Holdings to vote, or procure the voting,
against the MSREF Proposal (which together represent
approximately 21% of the existing issued share capital of Canary
Wharf eligible to vote at the Court Meeting), the MSREF Proposal
is highly unlikely to succeed.  Approximately 95% of the
remaining Canary Wharf Shareholders would have to vote in favor
of the MSREF Proposal for it to succeed.  In the event that
Franklin Mutual Advisors LLC votes against the MSREF Proposal,
in accordance with its previously stated intention, the MSREF
Proposal cannot succeed.

For these reasons, and in view of the 50% Acceptance Condition
under the Offer, CWG Acquisition believes that the Offer
provides Canary Wharf Shareholders with much greater certainty
of completion than the MSREF Proposal.

Superior value

With an all-cash offer of 270 pence for each Canary Wharf Share,
the Offer provides Canary Wharf Shareholders with superior value
to the 265 pence in cash available under the MSREF Proposal.

Both the Offer and the MSREF Proposal contain an opportunity to
maintain a continued interest in Canary Wharf by way of share
consideration.

Importantly, Canary Wharf Shareholders should note that Canary
Wharf's Independent Committee has expressed no opinion on the
value of the Class B Shares in Silvestor Holdings plc being
offered in the MSREF Proposal.

CWG Acquisition believes that the Share Alternative under the
Offer is superior to the share consideration available under the
MSREF Proposal for these reasons:

(i) Equality of treatment of Canary Wharf Shareholders

The MSREF Proposal offers existing Canary Wharf Shareholders a
maximum of just 6% of the voting rights of Silvestor Holdings,
despite their potential to own up to 33% of its share capital.
SG Shares and Class A Shares in Silvestor Holdings will each be
entitled to eight votes per share whereas the holders of Class B
Shares in Silvestor Holdings (to be owned by Canary Wharf
Shareholders receiving share consideration under the MSREF
Proposal) will only be entitled to one vote per share.  Under
the Offer, all CWG Acquisition shares have equal voting rights.

The MSREF Proposal gives preferential rights to the Glick
Entities in relation to payment of dividends or other
distributions, and also gives the Glick Entities a preferential
return on liquidation.  In comparison, the Offer provides Canary
Wharf Shareholders with the ability to participate, through
Thames River, in any dividends or other distributions and on
liquidation on an equal basis with CWG Acquisition Holdings, the
other shareholder of CWG Acquisition.

The MSREF Proposal also gives the Glick Entities a preferential
right of redemption.  No CWG Acquisition shareholder has any
such right.

The MSREF Proposal allows for certain members of the MSREF
consortium to subscribe for Class A Shares in Silvestor Holdings
effectively at a 6% discount to their par value of 100 pence per
share, the price offered to all other Canary Wharf Shareholders
(as calculated on the basis of information stated on page 154 of
the Canary Wharf circular to its shareholders posted on January
15, 2004).  CWG Acquisition offers all Canary Wharf Shareholders
the opportunity to acquire an interest in CWG Acquisition at the
same price.

A further transfer of value from Canary Wharf Shareholders under
the MSREF Proposal occurs through the underwriting (and sub-
underwriting) of the Class B Shares in Silvestor Holdings, which
triggers a cost to be borne by Silvestor Holdings of
approximately GBP3.8 million, plus a further 5% of the value of
any Class B Shares in Silvestor Holdings that MSREF (or the sub-
underwriters) are obliged to take up.  CWG Acquisition will not
incur any similar costs.

(ii) Lower risk

The MSREF Proposal incorporates a higher proportion of debt
financing (a minimum of GBP955 million of the total offer value
of approximately GBP1.55 billion) in its offer compared with CWG
Acquisition's Offer (which, in the circumstances described in
paragraph 8 of this announcement, will have debt financing of
GBP800 million of the total Offer value of approximately GBP1.58
billion).  This increased gearing exposes Canary Wharf
Shareholders who elect to retain an ongoing equity participation
in Canary Wharf under the MSREF Proposal to a higher degree of
risk than that envisaged in CWG Acquisition's Offer.

For the reasons stated above, CWG Acquisition believes that its
Offer is clearly superior to the MSREF Proposal and,
accordingly, encourages Canary Wharf Shareholders to vote
against the resolutions to approve the MSREF Proposal at the
forthcoming Court Meeting and EGM.

Commenting on the Offer, J. Bruce Flatt, President and Chief
Executive Officer of Brascan, said:

"We believe that CWG Acquisition's offer is not only a better
offer for Canary Wharf Shareholders but is also the only
proposal with a realistic prospect of success.  CWG
Acquisition's offer provides shareholders with a superior cash
price for their shares compared to the MSREF Proposal and also
allows shareholders an opportunity to participate in the future
of Canary Wharf, augmented by the involvement of Brascan and its
institutional partners."


CANARY WHARF: May Choose to Invest GBP53.8 Million in CWG
---------------------------------------------------------
Reichmann Agreement

Pursuant to the Reichmann Agreement, Canary Investments (a
company owned by a trust established for the benefit of the
Reichmann family) has agreed to invest GBP53.8 million in CWG
Acquisition Holdings.

The proposed investment is conditional on the approval of
independent Canary Wharf Shareholders of that investment and
certain management and consultancy arrangements with Mr. Paul
Reichmann, and on Canary Wharf's independent adviser publicly
stating that such investment and arrangements are fair and
reasonable pursuant to note 4 to Rule 16 of the City Code.

As a result, the proposed investment by Canary Investments will
only proceed (unless the Panel otherwise consents) if
(i) Canary Wharf's independent adviser publicly states that such
    investment and such arrangements (as described in paragraph
    13 of this announcement), are fair and reasonable prior to
    the Deadline; and

(ii) the independent Canary Wharf Shareholders approve such
     investment and such arrangements at the Rule 16 EGM.

However, if (i) Canary Wharf's independent adviser publicly
states that such investment and such arrangements are fair and
reasonable prior to the Deadline; but (ii) the independent
Canary Wharf Shareholders do not approve such investment and
such arrangements at the Rule 16 EGM, then (unless the Panel
otherwise consents) the proposed investment will not proceed and
CWG Acquisition will have the right (subject to approval by the
Panel) to invoke condition 1(n) (contained in Appendix I) and
lapse its Offer.  This condition can be waived by CWG
Acquisition, but in such event (unless the Panel otherwise
consents) the investment by Canary Investments cannot proceed
(although this would not affect the irrevocable undertaking
given by RF Holdings to vote, or procure voting, against the
MSREF Proposal and to accept the Cash Offer as referred to
above).

If Canary Wharf's independent adviser does not publicly state
that such proposed investment and such arrangements are fair and
reasonable prior to the Deadline, then (unless the Panel
otherwise consents) the proposed investment will not proceed.
However, the Offer would continue subject to its remaining
conditions (except condition 1 (n)) and this would not affect
the irrevocable undertaking given by RF Holdings to vote, or
procure voting, against the MSREF Proposal and to accept the
Cash Offer as referred to above.  Notwithstanding that the
proposed investment will not proceed, Mr. Paul Reichmann would,
from the date upon which the Offer becomes or is declared
unconditional in all respects until September 30, 2005, be
entitled to serve as co-chairman of the strategic advisory
committee of Canary Wharf.

The full text of the conditions and certain further terms of the
Offer are set out in Appendix I to this announcement.

Appendix IV contains the definitions of certain expressions used
in this summary and in this announcement.

This summary should be read in conjunction with, and is subject
to the full text of, this announcement.

To see appendices:
http://bankrupt.com/misc/CanaryWharf_Appendices.htm

CONTACT:  BRASCAN
          Katherine Vyse
          Phone: +1 (416) 363 9491

          DEUTSCHE BANK
          Debbie Robertson-Bond
          David Church
          James Agnew
          Phone: +44 (0) 20 7545 8000


          MERRILL LYNCH INTERNATIONAL
          Kevin J. Smith
          Michael Profenius
          Mark Brooker
          Phone: +44 (0) 20 7628 1000

          THE MAITLAND CONSULTANCY
          Angus Maitland
          Philip Gawith
          Martin Leeburn
          Phone: +44 (0) 20 7379 5151


CANARY WHARF: Silvestor Increases Offer to 275 Pence per Share
--------------------------------------------------------------
Following the unilateral unrecommended offer announced by CWG
Acquisition Limited this morning, Silvestor U.K. Properties
Limited and the Independent Committee of Canary Wharf are
pleased to announce that they have agreed a revision to the
terms of the recommended acquisition of Canary Wharf by
Silvestor.

The revised terms increase the value of Silvestor's offer from
265 pence to 275 pence per Canary Wharf Share and value the
issued ordinary share capital of Canary Wharf at approximately
GBP1.6 billion.  The revised terms represent a premium of 5
pence per share to the unilateral unrecommended offer announced
by CWG Acquisition this morning.

Under the basic offer, Scheme Shareholders will receive:

for each Canary Wharf Share              220 pence in cash and
0.55 of a
                                         Class B Share in
Silvestor Holdings

The Class B Shares are expected to represent approximately 37%
of the issued share capital of Silvestor Holdings. The rights of
the Class B Shares will remain as described in the explanatory
circular issued by Canary Wharf on January 15, 2004 (the Scheme
Document).

Silvestor's offer will continue to include the Mix and Match
Election, which provides flexibility to Canary Wharf
Shareholders, enabling them to:

(a) accept the increased basic consideration per Canary Wharf
Share of 220 pence in cash and 55 pence in Class B Shares;

(b) elect to receive all 275 pence per Canary Wharf Share in
cash; or

(c) elect to receive Class B Shares in lieu of cash up to the
maximum of 275 pence per Canary Wharf Share, subject to
availability under the Mix and Match Election.

The Independent Committee unanimously recommends that Canary
Wharf Shareholders vote in favor of Silvestor's increased offer.
The revised offer represents a significant increase in the value
of the consideration being offered to Canary Wharf Shareholders
and makes available more Class B Shares to Canary Wharf
Shareholders who wish to retain an ongoing participation in the
future of the Canary Wharf Estate.

Since announcing the original terms of the Acquisition on
December 5, 2003, Silvestor has received very positive feedback
from a number of Canary Wharf Shareholders and other investors
with respect to the Class B Shares.  Silvestor believes that the
Class B Shares provide the opportunity for investors to benefit
from the business strategy of the Silvestor Group, which aims to
maximize shareholder value and provide returns at a level
typically targeted in private equity investments whilst
retaining liquidity through admission of the Class B Shares to
trading on AIM.

In order to meet the demand for the Class B Shares, Silvestor
has structured the increase in its offer to make more Class B
Shares available, thereby increasing the probability that Canary
Wharf Shareholders who wish to retain an investment in the
Canary Wharf Estate can receive a substantial proportion of the
consideration under the terms of the Acquisition in the form of
Class B Shares.

The value of 275 pence per Canary Wharf Share represents a
premium of:

(a) approximately 14.1% to the adjusted triple net asset value
of 241 pence per Canary Wharf Share as at June 30, 2003 pro
forma for the disposals of certain properties to RBS;

(b) approximately 74.6% to the closing middle-market price of
157.5 pence per Canary Wharf Share on April 24, 2003 (the last
day prior to the beginning of speculation concerning a potential
offer for the Company); and

(c) approximately 52.8% to the closing middle-market price of
180 pence per Canary Wharf Share on June 5, 2003 (the day prior
to the Company's announcement that it had received a number of
approaches in relation to a possible offer).

Silvestor believes that the revised terms of the Acquisition
represent an attractive opportunity for Canary Wharf
Shareholders to realize a significant premium for their Canary
Wharf Shares relative to the share price prior to the
commencement of the offer period and, if they wish, to
participate in the long term potential of Canary Wharf by way of
a quoted equity investment alongside a consortium of experienced
real estate investors.

Commenting on the revised terms of the Acquisition and the
Scheme, Stephane Theuriau, a Director of Silvestor, said:

"The Silvestor offer is more attractive, provides shareholders a
more certain basis under which they can invest in the Canary
Wharf Estate going forward and is deliverable.  We believe that
Canary Wharf shareholders will overwhelmingly recognize that 275
pence is worth more than the 270 pence per share hostile offer
from Brascan."

Terms used in this announcement shall have the same meanings
given to them in Part 9 of the Scheme Document.

CONTACT:  SILVESTOR HOLDINGS
          Press Enquiries
          Morgan Stanley
          Phone: +44 20 7425 5000

         (Financial adviser to Silvestor, Silvestor Holdings,
          MSREF, Morgan Stanley Real Estate Special Situations
          Fund II and Princes Gate Investors)

          ROTHSCHILD
          Mark Warham
          Brian Magnus
          Phone: +44 20 7280 5000
          (Financial adviser to Silvestor, Silvestor Holdings
          and Simon Glick)

          HOARE GOVETT
          Alex Midgen
          Ben Davey
          Phone: +44 20 7678 8000
          (Broker to Silvestor and Silvestor Holdings)

          TULCHAN COMMUNICATIONS
          Nigel Mills
          Ranald McGregor-Smith
          Phone: +44 20 7353 4200
          (Public relations adviser to Silvestor)

          SMITHFIELD FINANCIAL
          Andrew Grant
          Phone: +44 20 7360 4900
          (Public relations adviser to Simon Glick)
          John Antcliffe

          LAZARD
          Phone: +44 20 7187 2000
          (Financial adviser to the Independent Committee of
          Canary Wharf)

          CAZENOVE
          William Rucker
          Maxwell James
          Phone: +44 20 7588 2828
          (Financial adviser to the Independent Committee of
          Canary Wharf and broker to Canary Wharf)

          BRUNSWICK
          Duncan Hunter
          Richard Cotton
          Phone: +44 20 7404 5959
          (Public relations adviser to Canary Wharf)

          James Bradley
          Fiona Laffan


CORUS GROUP: Revives Plan to Sell Aluminum Business
---------------------------------------------------
In the announcement of the Placing and Open Offer on November
12, 2003, Corus confirmed that the Group's strategic focus was
on its carbon steel assets and that opportunities for the
aluminum activities would be explored going forward.

Further to this, Corus is now entering the early stages of a
process to actively consider the options for its aluminum
businesses, which may lead to discussions with third parties.
The Group will also undertake consultation, as appropriate,
with the relevant internal parties.

In the meantime, the Group continues to maintain the
competitiveness of the aluminum assets, as demonstrated by the
recently announced EUR42million investment in the Koblenz
rolling mill.


D&G ACCIDENT: In Administrative Receivership
--------------------------------------------
Name of Company: D & G Accident Repair Centre (Hayes) PLC

Nature of Business: Maintenance and Repair of Motors

Trade Classification: 5020

Date of Appointment of Administrative Receivers:
January 26, 2004

Joint Administrative Receivers: Robert Derek Smailes
                                Stephen Blandford Ryman
                                Rothman Pantall & Co, Clareville
                                House, 26-27 Oxendon Street
                                London SW1Y 4EP


EURODIS ELECTRON: Reports EUR29.8 Mln Second-half Pretax Loss
-------------------------------------------------------------
Chairman's Statement on Interim Results for the half year ended
November 30, 2003:

Summary

The equity issue announced on February 5, 2004 will provide the
financial resources for the Group to continue the recovery
process started in the autumn and take advantage of the return
to growth, signs of which are now emerging, in the European
component distribution market.

The Group has operated in a market, which for over two years has
experienced the longest and deepest downturn in the history of
the industry.  We have dealt with this by undertaking a
fundamental restructuring and downsizing of the business, which
has substantially reduced the overall cost base.  We have also
successfully implemented a highly automated distribution center
in the Netherlands, the benefits of which we now expect to see.

The Group's results for the half-year ended November 30, 2003
were impacted by cash constraints on the business created by the
requirement to fund the current losses within the Group and a
reduction in bank facilities.

On August 8, 2003 the Company announced a financial
restructuring which comprised certain new committed variable
facilities (mainly secured on debtors and inventory) and an
equity issue which raised EUR22.8 million (GBP15.9 million) net
of expenses.

The funds and facilities became available on 5 September 2003.
In the second quarter to November 30, 2003, Group sales were
substantially higher than the first quarter, but were lower than
expected due to the time taken to recover normal product flows.
This resulted in further losses and lower variable facilities.
Considerable progress was made in improving the Group's working
capital utilization.  However, having considered the Group's
requirements carefully, including, inter alia, the working
capital implications of market growth, the Board announced on 5
February 2004 a further equity issue which, is intended to raise
GBP39.0 million (EUR57.2 million at an exchange rate of
GBP0.6819:1EUR) before expenses of GBP3.7 million (EUR5.4
million).

Results and Dividends

Sales of EUR171.4 million compared with EUR227.1 million for the
same period last year.  The reduction in sales of 25% reflects
the effect of cash constraints during the period in a flat
market.  Although margins have been in line with expectations we
believe that they continue to be below the market average,
partly due to actions taken to conserve cash and the
difficulties created by some interruptions in product supply.

The Group's adjusted loss before non recurring costs, goodwill,
non-operating items and tax was EUR13.8 million compared with a
loss of EUR4.2 million in the prior period, reflecting the
reduced sales only partially offset by cost reductions.

The operating loss before non-recurring costs and goodwill was
EUR10.7 million compared with a loss of EUR0.6 million in the
prior period.

The operating expenses, before non-recurring and exceptional
costs and goodwill amortization, for the period to 30 November
2003 of EUR38.0 million were in line with expectations, 5% lower
than the same period last year and 3% lower than the second half
expenses for the last financial year.  Loss before tax of
EUR29.8 million compared with a loss of EUR18.9 million in the
same period last year and was arrived at after charging non
operating charges of EUR0.3 million, goodwill amortization of
EUR0.6 million, one-off charges of EUR3.3 million for staff
reductions, EUR4.7 million for the costs of the August
refinancing (not charged to equity), and EUR7.1 million of
additional stock provisions.  The latter has arisen following a
reassessment of the likely realizable value of stock following
the completion of the centralization of inventory, the difficult
trading conditions over the last six months and the degree of
success of realizing stocks as part of the Group's recent
working capital reduction program.

Net borrowings at November 30, 2003 were EUR82.4 million, and
were significantly lower than EUR96.9 million at November 30,
2002 and EUR96.1 million at May 31, 2003.  The reduction in debt
reflects the net proceeds from the equity issue of EUR22.8
million offset by outflows from operating activities, finance
costs, tax and capital expenditure.

However, excluding a cash outflow of EUR8.0 million for non-
recurring costs (including costs charged in the previous
financial year), the underlying net cash flow from operating
activities was positive at EUR5.5 million as a result of a
reduction in working capital levels (excluding the exceptional
stock provisions) of EUR13.7 million.

The financial information in this announcement has been prepared
on a going concern basis, which assumes that the Company will
continue in operational existence for the foreseeable future.
The Directors have a reasonable expectation that the Company
will be able to secure the further funding discussed above and
consequently believe that it is appropriate for the financial
information to be prepared on a going concern basis.

As stated in the Annual Report for 2003, the current financial
performance and position of the Company makes it inappropriate
to recommend an interim dividend or the payment of the dividend
outstanding on the Preference Shares.  The Directors expect to
resume payments once the Group's financial condition is restored
to a level where it would be prudent to do so.  The dividends on
the Preference Shares accumulate and must be paid before any
payment of dividends to holders of Ordinary Shares. The unpaid
Preference Share dividends are disclosed as non-equity interests
in the Company's balance sheet within capital and reserves.

The Market, Customers and Suppliers

The worldwide semiconductor market is now growing strongly,
especially in Asia.

Capacity utilization is rising which should have a beneficial
effect on global pricing.  Encouragingly this growth is now
starting to feed into the European distribution market.

We believe the loss of market share that we have suffered this
year has been significantly impacted by cash constraints.  In
this environment retention of key customers is essential.  This
we have done and it is further penetration of this customer base
that will drive our recovery of market share.

We continue to provide an attractive route to market for
component manufacturers, we provide a balance to the number one
and two players, we are easy to do business with and we have
pan-European coverage.  We are confident that our past success
in franchise acquisition and extension will resume once we have
the financial strength that will result from the proposed
refinancing.

Working Capital*

Since the end of August 2003 the Group has made substantial
progress in improving its working capital utilization.  Eurodis
Electron's management has negotiated improved terms with
suppliers leading to an increase in contractual terms with
creditors: from an average of 45 creditor days outstanding at 31
August 2003 to over 50 creditor days outstanding (on a permanent
basis) and 61 creditor days outstanding (on a temporary agreed
basis) at 30 November 2003.  An increased focus on the
collection of receivables and payment terms has resulted in a
reduction in overdue debt of EUR3.4 million in the first half of
the current financial year and 66 debtor days outstanding at 30
November 2003.  Net inventory levels have been brought down from
EUR66 million at August 31, 2003 to EUR51 million as at November
30, 2003, resulting in a stock turn of 6.1 times.  Going
forward, the Board is targeting creditor days outstanding and
debtor days outstanding of 60 (in each case) and a stock turn of
six times, but this will take time to achieve on a sustainable
basis.

* The figures for creditor days outstanding have been calculated
as a weighted average of the Group's contractual terms with its
suppliers at the relevant dates.  The figures for debtor days
outstanding, inventory levels and stock turn have been extracted
without material adjustment from the consolidation schedules
used for preparation of the Group's interim results for the half
year ended November 30, 2003.


EURODIS ELECTRON: Details Changes in Board Structure
----------------------------------------------------
Board Changes and Management

Since the equity fund raising carried out by the Company in
August 2003, significant changes have been made to strengthen
the Board.  On November 14, 2003, Doug Rogers was appointed
Chairman, bringing with him extensive experience of guiding
companies facing change.  He will be committing significant
additional time to the Group in the early months following
receipt of the proceeds from the equity fund-raising.

On September 18, 2003, the Company announced that Peter Grant
had been appointed as Group Finance Director on an interim
contract.  He has been appointed Group Finance Director on a
permanent basis with immediate effect.

On October 13, 2003, Albert van der Wijk and Nick Jefferies were
promoted to the Board as Vice Presidents of Marketing and Sales
respectively.

Barry Charles will continue as Deputy Chairman, but in a non-
executive capacity.  Philip Stephens, Peter Vey and Marie-Anne
van Ingen stepped down from the Board Wednesday.  The Board
intends to appoint two non-executive directors in due course.


EURODIS ELECTRON: Banks on Equity Fundraising to Turn around Biz
----------------------------------------------------------------
Local Management and Staff

In turnarounds, success depends on the tenacity, enthusiasm and
skill of the people throughout the business.  Management and
staff have remained committed during very difficult times as
evidenced by the loss of relatively few people whom the Group
wished to retain.

In Italy, the managing director of the local subsidiary has
decided to leave the Group to join a competitor, which is
establishing an Italian operation.  A suitable external
candidate has already been identified and has agreed to start
shortly to replace the managing director.  In addition, some
account managers have resigned, some of whom are joining
competitors, and the Board believes that further resignations
are possible.  In total those account managers who have resigned
and those who the Board believe may resign directly manage
customer sales relationships worth an estimated EUR10.0 million
(GBP6.8 million) in the 6 months ended November 30, 2003.  The
Board believes that although there will be a short term impact
on sales, the Group will retain the majority of sales in the
medium term as steps are being taken to restore coverage of the
customers.  By replacing the managing director quickly and
announcing the equity fund raising, the Board believes that any
disruption to the business will be rectified and that it will be
possible to rebuild the Group's position in the Italian market.

The Board believes that, following the announcement of the
equity fund raising, it will be able to reassure staff about the
long-term future of the Group and this will help to retain key
skills.  In addition, the Board will consider issuing share
options to certain key staff under the 2003 Scheme shortly after
completion of the equity fund raising.

Strategy

Eurodis Electron's strategy is to regain market share while
continuing to keep tight control of costs and working capital.
In the face of difficult market conditions, the business has
been fundamentally restructured by centralizing almost all non
customer facing functions, including centralized purchasing,
moving to a single advanced logistics center and implementing
harmonized business processes across a common IT platform.  The
Group has refocused its supplier relationships, scaling down to
26 key and 64 complementary suppliers from approximately 400 in
2001.  It has also created responsive, customer-focused, local
sales organizations whilst maintaining pan-European coverage.

The Board aims to recover market share and sales by winning more
business from existing customers as well as extending its
customer base through leveraging its position as an attractive
alternative to its larger competitors for customers and
suppliers.  The Group has been successful in retaining its
customer base, with the Group trading with 95 of its top 100
customers in the three months ending November 30, 2003 compared
with the corresponding period in 2002.

Most key suppliers have provided support to the business over
the past twelve months, with many agreeing extended payment
terms on a temporary or permanent basis.  Since renegotiating
supplier payment terms, the Group has aimed to pay those
suppliers in line with those revised terms, and has largely
achieved this aim over the last three months.  A number of
suppliers currently operate with credit limits or terms that are
lower than the Group would like and, in some instances, no
credit is currently available.  The Board expects that the
equity fundraising will enable the Group to improve its credit
standing with suppliers.  It will also provide the resources to
enable the Group to continue to invest in developing its key
lines and regain market share. The Board believes that these
factors will significantly reduce the risk of further
terminations by suppliers.

The Board believes that there will be opportunities, in due
course, to improve margins by negotiating more effectively with
customers and suppliers and taking advantage of tactical
purchasing opportunities as and when they arise.  In addition,
the Board intends to restructure and improve the Group's
operations such that each local operating unit achieves at least
breakeven at the low point of the industry cycle and is
profitable during the rest of the cycle.

Substantial progress has been made in improving working capital
utilization in the Group and the Board intends to continue to
seek better credit terms from suppliers, to reduce the average
amount of credit extended to customers and to achieve faster
inventory turns whilst providing good customer service levels.
The longer-term target is to bring the business into cash
balance whereby supplier credit finances inventory levels and
variable facilities finance any growth in debtors.

The Board believes that, taking account of the Group's largely
fixed operating cost base, any incremental rise in sales should
feed through to improved results.


EURODIS ELECTRON: Confident about Trading, Financial Prospects
--------------------------------------------------------------
Outlook

In the second quarter to November 30, 2003, Group sales were
substantially higher than in the first quarter, but the rate of
recovery is being adversely affected by the working capital
constraints referred to above.  Since November 30, 2003, sales
have continued to be affected by the Group's working capital
position.

The Directors have considered various possible future sales
outcomes as part of their review of the Group's working capital
requirements and are confident that, once the proposed
refinancing has been completed and trading partners' confidence
regained, the Group will achieve some recovery in sales before
the end of the financial year to May 31, 2004.  The Directors
are therefore confident of the Group's financial and trading
prospects for the remainder of the current financial year.  The
Directors intend to keep costs tightly under control.

As described above, conditions in the global market continue to
improve and there are early indications that market conditions
in Europe have begun to show an upturn.  The Board believes that
once the Group has been refinanced it will be able to benefit
from the expected improvement in market conditions and over time
will have the potential to generate higher gross margins which
are closer to those which it believes are achieved by its
principal competitors.

CONTACT:  EURODIS ELECTRON PLC
          Doug Rogers, Chairman
          Phone: 01737242464
          Steven Swayne, Chief Executive
          Phone: 01737242464
          Peter Grant, Group Finance Director
          Phone: 01737242464

          BELL POTTINGER FINANCIAL
          John Coles/Billy Clegg/Zoe Sanders
          Phone: 02078613232


EURODIS ELECTRON: To Raise GBP39 Mln via Private, Open Offers
-------------------------------------------------------------
Introduction

The Board of Eurodis Electron announces its proposals to raise
GBP39 million (EUR57.2 million), before expenses, by means of an
issue of New Ordinary Shares through a Firm Placing and a
Placing and Open Offer.  The net proceeds will be used, inter
alia, to strengthen the Group's balance sheet and finance the
Group's future working capital requirements, including the
working capital implications of market growth.  The Offer Price
of 5 pence represents a discount of 58.3% to the closing mid-
market price of 12.0 pence per Ordinary Share at the close of
business on February 3, 2004, the last date before the
announcement of the proposed equity issue and a discount of
45.9%.  To the closing mid-market price of 9.25 pence per
Ordinary Share at the close of business on February 4, 2004.

Under the Firm Placing, 446,620,106 New Ordinary Shares have
been placed firm with certain existing institutional
shareholders and new investors, subject, inter alia, to
Shareholder approval.  In addition, 333,379,894 Open Offer
Shares are being offered to Qualifying Shareholders under the
Open Offer pro rata to their existing shareholdings on the basis
of:

Two Open Offer Shares for every one Existing Ordinary Share held
on the Record Date.  If valid applications are not received for
all of the Open Offer Shares being made available under the Open
Offer, such number of Open Offer Shares not so applied for will
be subscribed at the Offer Price by places procured by Dresdner
Kleinwort Wasserstein, as agent for the Company, pursuant to the
terms of the Placing Agreement.  To the extent that any Open
Offer Shares which are not the subject of valid applications
under the Open Offer are not so placed, Dresdner Bank AG will,
as underwriter, subscribe for such shares pursuant to the
terms of the Placing Agreement.

In order to effect the Firm Placing and the Placing and Open
Offer, Shareholders will be asked to approve the sub-division of
each Existing Ordinary Share into one New Ordinary Share of one
penny and one Deferred Share of 9 pence, which will require
amendments to be made to the Company's Articles of Association.

The Firm Placing and the Placing and Open Offer are conditional,
inter alia, on the passing of certain of the Resolutions to be
proposed at the Extraordinary General Meeting. A prospectus,
which includes a notice of the EGM, an Application Form and a
Form of Proxy will be sent to Shareholders shortly.


EURODIS ELECTRON: Drops Takeover Discussions with Suitors
---------------------------------------------------------
Background to and reasons for the [Firm Placing, and Placing and
Open Offer]

On August 8, 2003, Eurodis Electron announced a placing and open
offer to raise approximately GBP17.8 million before expenses.
As disclosed at the time of the August Placing and Open Offer,
the net proceeds were used to reduce indebtedness to certain
suppliers that had been supplying the Group on extended credit
terms and to pay expenses relating to a restructuring of the
Group's debt.  The balance was applied in funding for the
Group's working capital requirements.

On October 24, 2003, the Group released these update:

On April 22, 2003, Eurodis Electron announced that it was in the
very early stages of discussions with a third party regarding a
potential offer for the Company.  Eurodis Electron now announces
that those discussions have been terminated.


EURODIS ELECTRON: Expects FY2003 Cash Flow to Break even
--------------------------------------------------------
Trading Update

The Group's performance in the first quarter of the current
financial year, which ended August 31, 2003, was, as
anticipated, impacted by the funding position prior to the
refinancing.  The closing of that refinancing, resulting in the
receipt of additional equity funds and the availability of new
facilities, took place on September 5, 2003.  The month of
September was taken up in re-establishing a normal rate of
product flow.  Sales levels are recovering, although not at the
rate originally expected.  After paying the costs of the
refinancing and of further operating expense reductions, the net
proceeds of the new equity has, as anticipated, enabled us to
return to more normal commercial terms with most of our
suppliers and customers.  We are now in the process of regaining
their confidence, although this will take time as we continue to
turn the business round.

Reports from the electronic component industry and its analysts
have now been positive for a number of months.  However, these
refer to the global market, which we believe is being driven
principally by demand in Asia.  The distribution market in
Europe in which we operate has stabilized but remains broadly
flat.  So, whilst we still expect to see an upturn in our
market, the timing of it is difficult to predict.  Assuming,
however, that the market remains flat, we are aiming to achieve
a steady recovery of market share, enabling us to at least
achieve cash flow breakeven by the end of the current financial
year.


EURODIS ELECTRON: Ends Franchise Deal with Linear Technology
------------------------------------------------------------
Working Capital

As with all turnarounds, working capital management is a
priority.  We are seeking to tighten trading terms with our
business partners and are encouraged by the level of support to
date.  We have, however, agreed the termination of the
franchise agreement with Linear Technology Corporation, which
has a current annual rate of turnover of approximately EUR27
million, with effect from January 2004.  We are also aiming to
improve stock turns by leveraging the efficiency of our central
purchasing and logistics, without compromising customer service.

Summary

The support of the vast majority of our business partners
through this difficult period demonstrates the strength of the
Group's strategic position.  Nevertheless, turning the business
round is inevitably challenging especially until hard evidence
of the widely predicted upturn becomes apparent in our market.
When this occurs, the inherent operational gearing will flow
through rapidly into an improvement in our performance, but in
the meantime, the Board's aim is to build a leaner and fitter
business while driving to recover market share.

On December 8, 2003, the Group released these update:

"Trading Update"

In the second quarter to November 30, 2003, Group sales have
been substantially higher than the first quarter, but the rate
of recovery still remains below expectations.

Reports on the global electronic component industry continue to
show positive trends, driven principally by demand in Asia, and
analysts continue to be positive on the prospects for the
European market.  The Board thus expects to see an upturn in its
market, though the timing of this remains difficult to predict.


EURODIS ELECTRON: To Raise Additional Equity in Coming Months
-------------------------------------------------------------
Proposed additional financing

As announced on October 24, 2003, working capital management
remains a priority for the Board and considerable progress has
been made in improving the Group's working capital utilization.
Having reviewed the Group's requirements, including, inter alia,
working capital implications of market growth, the Board has now
concluded that it should raise additional equity and has
initiated discussions with its existing and potential
shareholders to secure such finance in the next three months.
During this process, the Group will confirm the continuing
support of its principal bankers.  A further announcement will
be made as appropriate.

Shortfall in working capital

As stated in the December 8, 2003 announcement, sales have been
below expectations in the first half of the current financial
year and, despite the measures taken by the Board, the Group
faces a requirement for further working capital funding.

The key reasons for the shortfall in working capital are:

Lower sales and supplier credit terms

Sales have been significantly lower than the Company expected
because of the time taken to recover customer confidence and
normal product flows, which has led to a slower than anticipated
recovery of market share, and additional losses which had to be
funded out of working capital.

Whilst most suppliers had supported the Group by providing
extended credit terms prior to the completion of the August
Placing and Open Offer, many suppliers did not resume normal
deliveries until sums due under this extended credit had been
repaid in full, contrary to the Company's expectation at the
time of the August Placing and Open Offer that creditors would
allow a gradual reduction back to normal terms.

As a result, the Group was short of supplies in a number of key
lines during September and was unable to satisfy customer
demand. Although this effect was forecast at the time of the
refinancing, the quantum was greater than expected.  The
resultant shortage of supplies adversely affected future orders.
Following payment of overdue creditors, many suppliers then
agreed to extended payment terms on a temporary or permanent
basis. However, in some cases the level of supplies was
constrained by low credit limits.

In the case of Linear Technology Corporation, in respect of
which the Group had annual sales of approximately EUR27 million
(GBP18.4 million), it was not possible to agree appropriate
credit terms and the Group was notified by Linear of the
termination of its franchise agreement on October 20, 2003.  In
addition, three other suppliers, in respect of which the Group
had annual sales of in aggregate EUR5 million (GBP3.4 million),
gave notice to terminate their franchise agreements with the
Group on September 12, September 15 and December 10, 2003
respectively.

The effect of these terminations and the continued disruption to
supplies led to lower sales than anticipated, albeit at gross
margins broadly in line with expectations.  This resulted in the
need to fund higher operating losses.

The forecasts prepared for the working capital review at the
time of the August Placing and Open Offer assumed a recovery in
sales.  Whilst sales did recover during the period August to
November 2003, they did not recover at the rate forecast in the
Company's projections for the reasons outlined above.

Reduced debt facilities

A substantial part of Eurodis Electron's financing facilities
are debt factoring facilities or are otherwise secured on
invoices issued by the Group and/or the Group's inventory.  The
lower than expected sales and eligible stock therefore led to a
reduction in the level of the facilities available to the Group.

There was also a reduction in the level of fixed facilities made
available by certain of the Group's lenders of approximately
EUR4.1 million (GBP2.8 million) between September and November
2003, principally reflecting the fact that the level of security
available to those lenders was insufficient when compared with
the size of the Group's borrowings with those lenders.  However,
at the time of the August Placing and Open Offer, the Company
was aware that these facilities might be reduced and this was
taken account of in the working capital review undertaken at
that time.

Overdue creditors

At the time of the previous refinancing it was assumed that the
level of non-trade creditors on the Group's balance sheet would
be broadly consistent with the position in the 12 months prior
to the publication of the prospectus.  However, it is now
apparent that the forecast level of non-trade creditors was
incorrect because non-trade creditors needed to be reduced by
approximately EUR6 million (GBP4.1 million).

Action taken on working capital

The decrease in the levels of facilities, together with the
requirement to fund greater than expected losses, has resulted
in the working capital facilities available to the Group no
longer being adequate.

Since the end of August 2003 the Group has made substantial
progress in improving its working capital utilization.  Eurodis
Electron's management has negotiated improved terms with
suppliers leading to an increase in contractual terms with
creditors: from an average of 45 Creditor Days outstanding at
August 31, 2003 to over 50 Creditor Days outstanding (on a
permanent basis) and 61 Creditor Days outstanding (on a
temporary agreed basis) at November 30, 2003 (a).

An increased focus on the collection of receivables and payment
terms has resulted in a reduction in overdue debt of EUR3.4
million in the first half of the current financial year and 66
Debtor Days outstanding at November 30, 2003.  Net inventory
levels have been brought down from EUR66 million at August 31,
2003 to EUR51 million as at November 30, 2003, resulting in a
Stock Turn of 6.1 times.  Going forward, the Board is targeting
Creditor Days outstanding and Debtor Days outstanding of 60 (in
each case) and a Stock Turn of six times, but this will take
time to achieve on a sustainable basis (b).

(a) The figures for Creditor Days outstanding have been
    calculated as a weighted average of the Group's contractual
    terms with its suppliers at the relevant dates.

(b) The figures for Debtor Days outstanding, inventory levels
    and Stock Turn have been extracted without material
    adjustment from the consolidation schedules used for the
    preparation of the Group's interim results for the half year
    ended November 30, 2003.

Notwithstanding the progress made in managing working capital,
the requirement to pay trade creditors and to fund additional
losses meant that the working capital restrictions facing the
Group caused it not to pay certain non-trade creditors, with the
result that the amount owed to these creditors has again
increased.  As a result, approximately EUR10 million (GBP6.8
million) is required to finance a reduction in these overdue
creditors.

The Board has considered a number of equity issue structures and
concluded, having consulted with its advisers, that underwriting
for a conventional rights issue would not be available and that
a deeply discounted non-underwritten rights issue would not
satisfy the requirement for certainty of proceeds.  Accordingly,
the Board believes that the Firm Placing and the Placing and
Open Offer at a significant discount to the prevailing market
price is the only course of action available to raise the
additional equity funding to satisfy the Group's requirement for
working capital and provide existing shareholders with an
opportunity to participate in the fund-raising.


EURODIS ELECTRON: Earmarks EUR10 Million for Trade Creditors
------------------------------------------------------------
Use of [Firm Placing, and Placing and Open Offer] proceeds

Of the estimated net proceeds of GBP35.3 million (EUR51.8
million) from the Firm Placing and the Placing and Open Offer,
the Board expects that between EUR5 million (GBP3.4 million) and
EUR10 million (GBP6.8 million) will be used to reduce the level
of trade creditors, to ensure adequate stock levels to achieve
targeted customer service levels and to support growth.
Approximately EUR10 million (GBP6.8 million) will be used to
repay non-trade creditors.  The Directors intend that EUR7
million (GBP4.8 million) to EUR10 million (GBP6.8 million) will
be used to finance further cost reductions and to fund losses
until the Group achieves cash flow break even.

The Board expects that approximately EUR10 million (GBP6.8
million) of the proceeds will be used for scheduled loan
repayments over the period of 24 months following this
announcement and that the balance will be available to cover
expenses, contingencies and the Group's other working capital
requirements.

Information on Eurodis Electron

Eurodis Electron is now Europe's third largest distributor of
electronic components behind Arrow Electronics Inc. and Avnet
Inc.  The Group has a European focus, with 40 offices in 18
countries, shipping approximately 250 million units per month.

Eurodis Electron distributes three main types of components:

Component      Examples               Major suppliers

Actives        Semiconductors,        Aaeon, Astec Power, Evalue
               Displays and           Technology, Hitachi,
               Hybrids                Infineon (includes the
                                      former Ericsson
                                      Microelectronics),
                                      International Rectifier,
                                      Lattice Semiconductor,
                                      Mitsubishi Electric,
                                      Nordic VLSI, Osram,
                                      Philips, Renesas (formed
                                      by the merger of Hitachi
                                      Semiconductors and
                                      Mitsubishi
                                      Microcontrollers), Sharp,
                                      Sony Ericsson, ST Micro
                                      Electronics and Toshiba

Passives       Capacitors, Resistors   AVX, BC Components (now
               And Crystals            Vishay), Bourns, Epcos,
                                       Epson, Phycomp and Yageo


Electro-
mechanical     Connectors, Relays,    Amphenol, JAE, Omron,
               Switches               Radiall Sauro and Tyco
                                      Electronics (includes
                                      former AMP)

The Group's products serve a wide range of application segments.
The largest segments, industrial and subcontracting, accounted
for 56% of sales for the year ended May 31, 2003.  The remaining
sales were spread across a further 15 segments including
telecommunications, security, automotive and medical.

Eurodis Electron supplies approximately 17,000 customers with
next day delivery capability to virtually all of Europe.
Customer service is enhanced by the Group's integrated pan-
European IT system, which harmonizes the processes from
ordering through to delivery.

Sales support is provided by local companies making decisions
close to the customer, thereby enabling the Group to respond
more effectively to client demands.  This support is
supplemented by technology centers, staffed by technically
skilled staff; this is an important service to medium sized
OEMs, which comprise the majority of Eurodis Electron's
customers.

Over a number of years Eurodis Electron successfully built its
share of the European semiconductor distribution market,
resulting in a 6.4% market share in 2002.  Although market share
subsequently declined because of the financial problems
affecting the Group, the Company believes that this trend has
reversed and there was a small rise in market share in the
fourth calendar quarter 2003 from the 4.2% achieved in the third
quarter.  The Board is targeting a market share of between 5 and
6% for the financial year ending May 31, 2006 and 10% as a
longer-term goal.

Restructuring

The Group has made a major investment in a central logistics and
warehouse facility in the Netherlands, which is one of the most
technologically advanced of its type.  After the closure of
eight other European warehouses, the facility became the Group's
single advanced logistics facility in May 2003, with the
potential to deliver significant economies of scale once volumes
increase.

The restructuring, which commenced in May 2001, is now largely
complete.  As a result of this restructuring, the Group's
operating expenses before goodwill and non-recurring costs were
EUR76 million on an annualized basis for the half year ended
November 30, 2003: 33% less than the equivalent costs for the
half year ended May 31, 2001 on an annualized basis.  The Group
has reduced headcount from 1,278 at May 31, 2001 to 786 as at
November 30, 2003.

The Group has incurred total costs of EUR53.7 million in
connection with the restructuring over the last two financial
years, with a further EUR3.3 million of non-recurring staff-
related restructuring costs incurred in the first half of
the current financial year and the Board estimates that a
further EUR4 million will be incurred in the second half of the
current financial year.

The semiconductor market

The semiconductor market is Eurodis Electron's most important
market, accounting for approximately 58% in value of Eurodis
Electron's sales in the half year to November 30, 2003.  This
market is highly cyclical and there was a significant decline by
value in world sales between calendar years 2000 and 2002.   The
European market declined by approximately 29% in 2001 and
there was an estimated further 9% decline in 2002.  This has had
a significant adverse effect on Eurodis Electron's business and
was a key reason for the decline in Eurodis Electron's sales
over the last two financial years.

In 2003, there was an upturn in the global semiconductor market:

(a) Worldwide sales of semiconductors for the industry as a
    whole were up 16.4% for the year to October 2003.  The WSTS
    worldwide forecast for 2004 is growth of 19.4%;

(b) European sales (in Euros) recently resumed year on year
    growth with September 2003 up 2.9% and October 2003 up 4.4%
    compared with the prior year, suggesting that the bottom of
    the European cycle is now passed.  The WSTS forecast for
    growth in the European semiconductor market for 2004 is
    15.1%;

(c) With volumes of worldwide sales of semiconductors rising in
    the year to October 2003, not least due to increased demand
    in China and Eastern Europe for PC, mobile and consumer
    products, and capital expenditure on new fabrication
    plants estimated to have fallen in 2003, the Board believes
    there is likely to be upward pressure on demand for, and
    average selling prices of, semiconductors.

Following completion of the Firm Placing and the Placing and
Open Offer, the Board believes that the Group will be well
placed to benefit from the expected growth in the market.

[Discussions on strategy, board changes and management, local
management and staff are included in financial results]

To see summary financial information:
http://bankrupt.com/misc/Eurodis_FinancialInfo.htm

In August 2003, new committed facilities were signed as follows:

(a) Burdale Financial Limited: a 3-year facility variable with
    debtors and stocks up to a limit of EUR40.0 million (GBP27.3
    million) of which EUR20.4 million (GBP14.2 million) was
    utilized as at November 30, 2003; and

(b) Lloyds TSB PLC: a debt factoring facility up to a limit of
    EUR7.0 million (GBP4.8 million) of which EUR3.8 million
    (GBP2.6 million) was utilized as at November 30, 2003.

In November 2003, facilities in Austria were reduced from a
total of EUR4.3 million (GBP2.9 million) to EUR3.0 million
(GBP2.0 million).  These are uncommitted overdraft facilities
principally secured on local assets, including property and
debtors.  These facilities are being utilized although some
actions such as registration of the mortgage remain to be
completed to perfect the security.

In January 2004, facilities in Sweden were renegotiated to
replace an uncommitted fixed facility of SEK150 million (EUR16.3
million) (GBP11.1 million) with a five year revolving credit
agreement of SEK60 million (EUR6.5 million) (GBP4.5 million) (of
which SEK 24 million (EUR2.6 million) (GBP1.8 million) is
repayable out of the proceeds of the Firm Placing and the
Placing and Open Offer) and a debt factoring agreement of up to
SEK90 million (EUR9.8 million) (GBP6.7 million).

The principal facilities in Italy are uncommitted and are
variable with debtors.  As at November 30, 2003, debt of EUR19.4
million was outstanding under these facilities.

The Board intends to continue to seek to negotiate additional
committed facilities to provide greater forward visibility of
the Group's financing.

The facilities, which vary with debtors and stock, are dependent
on the level of eligible asset levels, as governed by the terms
contained in the relevant facility agreements.  If sales
decline, so will the level of debtor based facilities; if sales
rise, debtor based facilities will rise up to specified capped
limits. Should the capped limits be reached, the Directors
believe that
they will be able to put in place additional facilities as, at
the capped level of sales, the related operations are expected
to be profitable.

The Company has agreed waivers to financial covenants relating
to trading cash flow and tangible net assets of which the Group
would otherwise have been in breach following the preparation of
the Group's November 2003 and December 2003 management accounts.
The Company has agreed new covenants relating to trading cash
flow and tangible net assets with those finance providers, which
will take effect upon completion of the Firm Placing and the
Placing and Open Offer.

Interim results for the half-year ended November 30, 2003:

In the half year ended November 30, 2003, the Group achieved
sales from continuing operations of EUR171.4 million (2002:
EUR227.1 million), an operating loss from continuing operations
before non recurring costs and goodwill amortization of EUR10.7
million (2002: EUR0.6 million), a loss before tax of EUR29.8
million (2002: EUR18.9 million) and a cash outflow before
financing of EUR8.6 million (2002: EUR18.1 million).  The Group
incurred non-recurring costs of EUR15.1 million comprising:
EUR3.3 million associated with cost reductions; EUR4.7 million
of debt restructuring costs; and EUR7.1 million of stock
provisions.  The Group's unaudited interim results for the half-
year ended November 30, 2003 are also announced.  These results
have been prepared on a going concern basis, which assumes that
the Company will continue in operational existence for the
foreseeable future.  Should the Firm Placing and the Placing and
Open Offer not be completed this may not be the case.

Current financial and trading prospects

In the second quarter to November 30, 2003, Group sales were
substantially higher than in the first quarter, but the rate of
recovery is being adversely affected by the working capital
constraints referred to above.  Since November 30, 2003,
sales have continued to be affected by the Group's working
capital position.  The Directors have considered various
possible future sales outcomes as part of their review of the
Group's working capital requirements and are confident that,
once the proposed refinancing has been completed and trading
partners' confidence regained, the Group will achieve some
recovery in sales before the end of the financial year to May
31, 2004.  The Directors are therefore confident of the Group's
financial and trading prospects for the remainder of the current
financial year.  The Directors intend to keep costs tightly
under control.

As described above, conditions in the global market continue to
improve and there are early indications that market conditions
in Europe have begun to show an upturn.  The Board believes that
once the Group has been refinanced it will be able to benefit
from the expected improvement in market conditions and over time
will have the potential to generate higher gross margins which
are closer to those which it believes are achieved by its
principal competitors.

Dividend policy

In April and October 2003, the Company did not pay the dividend
due on the Preference Shares.  The dividends due on the
Preference Shares accumulate and must be paid before any payment
of dividends to holders of Ordinary Shares.  In the light of the
current financial performance and position of the Company, the
Directors will not be recommending an interim dividend or the
payment of the dividend outstanding on the Preference Shares.
The Directors intend to resume dividend payments once the
Group's financial condition is restored to a level where this
would be prudent and it could to do so without breaching any of
its banking covenants.

Summary of the Firm Placing and the Placing and Open Offer

The Company intends to raise GBP39 million (EUR57.2 million)
(before expenses) pursuant to the Firm Placing and the Placing
and Open Offer of 780,000,000 New Ordinary Shares in aggregate.
The Firm Placing and the Placing and Open Offer are fully
underwritten by Dresdner Bank AG.  Subject to, inter alia, the
fulfillment of the conditions set out below, Dresdner Kleinwort
Wasserstein, as agent for the Company, will use reasonable
endeavors to place firm 446,620,106 New Ordinary Shares in
aggregate (being the Firm Placed Shares representing
approximately: 268% of the Company's existing ordinary share
capital; 47% of the Company's Enlarged Issued Share Capital, and
57% of the Firm Placed Shares and the Open Offer Shares
together).  Dresdner Kleinwort Wasserstein, as agent for the
Company, will use reasonable endeavors to place conditionally a
further 333,379,894 New Ordinary Shares (being the Open Offer
Shares) with institutional and other investors, subject to claw-
back to satisfy valid applications by Qualifying Shareholders
under the Open Offer.

Qualifying Shareholders are being given the opportunity to
participate in the fundraising by way of the Open Offer, which
is being made by Dresdner Kleinwort Wasserstein on the Company's
behalf.

Open Offer

Qualifying Shareholders are being offered the opportunity to
apply for Open Offer Shares at the Offer Price, subject to the
terms and conditions set out below, payable in cash on
application and free of all expenses on the basis of:

(a) Two Open Offer Shares for every one Existing Ordinary Share
    held at the close of business on the Record Date and so in
    proportion for any greater or lesser number of Existing
    Ordinary Shares then held.  Entitlements to Open Offer
    Shares will be rounded down to the nearest whole number of
    Open Offer Shares.  Fractional entitlements to Open Offer
    Shares will not be allotted and will be aggregated and sold
    for the benefit of the Company.

If valid applications are not received for all of the Open Offer
Shares being made available under the Open Offer, such number of
Open Offer Shares not so applied for will be subscribed at the
Offer Price by places procured by Dresdner Kleinwort
Wasserstein, as agent for the Company, pursuant to the terms of
the Placing Agreement.  To the extent that any Open Offer Shares
are not so placed, Dresdner Bank AG will, as underwriter,
subscribe for such shares on the terms and conditions set out in
the Placing Agreement.

To be valid, Application Forms must be received by Capita IRG
PLC, Corporate Actions, PO Box 166, The Registry, 34 Beckenham
Road, Beckenham, BR3 4TH expected to be no later than 3:00 p.m.
on February 26, 2004.

Further details of the terms and conditions of the Placing and
Open Offer and the terms and conditions on which they are being
made, including the procedure for acceptance and payment under
the Open Offer, are set out in the Prospectus sent to
Shareholders.

General

The Firm Placing and the Placing and the Open Offer are
conditional, inter alia, upon:

(a) the passing of resolutions to subdivide and subsequently
    increase the Company's existing share capital and to provide
    the Directors with the necessary authorities to allot the
    Firm Placed Shares and the Open Offer Shares;

(b) the Placing Agreement having become unconditional in all
    respects (otherwise than in respect of the condition as to
    Admission) and not having been terminated or rescinded in
    accordance with its terms; and

(c) Admission becoming effective by not later than 8:00 a.m. on
    March 2, 2004 or such later time and date as the Company and
    Dresdner Kleinwort Wasserstein may agree, being not later
    than April 30, 2004.

Sub-division of Existing Ordinary Shares

The nominal value of the Existing Ordinary Shares exceeds the
Offer Price.  A company is prohibited by the Act from issuing
shares at a price, which is less than their nominal value, and,
therefore, in order to effect the Firm Placing and the Placing
and Open Offer, it is proposed to create a single new class of
ordinary shares with a nominal value, which is less than the
Offer Price.  To achieve this, the Directors propose to sub-
divide each issued Existing Ordinary Share into one New Ordinary
Share and one Deferred Share.  The Deferred Shares are required
to be created for technical reasons in order to maintain the
aggregate nominal value of the Company's share capital upon
division of the Existing Ordinary Shares into New Ordinary
Shares.  The rights attaching to the Deferred Shares, which will
not be listed nor freely transferable, will render them
effectively valueless.  No certificates will be issued in
respect of Deferred Shares.

Each resulting New Ordinary Share will rank pari passu with each
Existing Ordinary Share following the sub-division.

Purchase of Deferred Shares

Immediately following the EGM, it is proposed that the Company
purchases all of the Deferred Shares for a nominal
consideration.  As a technical matter of company law, such a
purchase would be an off-market purchase (as the Deferred
Shares will not be listed) and can only be undertaken pursuant
to a contract approved in advance by Shareholders.

Accordingly, the Board intends to exercise its powers under the
Amended Articles to transfer all of the Deferred Shares to the
Company Secretary and thereafter to purchase such Deferred
Shares from the Company Secretary for an aggregate consideration
of 5 pence.  Once purchased, the Deferred Shares will be
cancelled.  The contract for the purchase of the Deferred Shares
by the Company from the Company Secretary will be available for
inspection by members of the Company at the registered office of
the Company for a period of not less than 15 days prior to the
date of the EGM and at the EGM itself.

In order to comply with the relevant provisions of the Act, it
is necessary that the Company purchase the Deferred Shares out
of the proceeds of a fresh issue of shares.  Accordingly, the
Company will apply the proceeds of the issue of one Open Offer
Share as consideration for the purchase of the Deferred Shares.

The sub-division of Existing Ordinary Shares, the creation of
the Deferred Shares and provisions to permit the compulsory
acquisition of the Deferred Shares by the Company require
certain amendments to the Company's Articles of Association.
These changes are set out in the first Resolution in the Notice
of Extraordinary General Meeting in the Prospectus.  This
Resolution also contains an approval by the shareholders of the
contract to purchase the Deferred Shares and authority for the
Directors to complete such purchase.  The completion of the Firm
Placing and the Placing and Open Offer is conditional on
Shareholders approving this Resolution.

Preference Shares

The Preference Shares are convertible into Ordinary Shares
pursuant to the Articles of Association.  As a result of the
sub-division of the Existing Ordinary Shares it is necessary to
amend the rate of conversion of the Preference Shares such that
the number of ordinary shares arising on any conversion of
Preference Shares following the sub-division is identical to the
position prior to the sub-division. The holder of the Preference
Shares, Siemens, has given its consent in writing to both the
alteration to the conversion rate contained in Article 5.3(a) of
the Company's Articles of Association and to the subdivision of
the Existing Ordinary Shares in the manner described above.

Share Certificates and CREST
Holders of Ordinary Shares in certificated form on the Company's
share register at the time that the subdivision becomes
effective will be issued new share certificates in respect of
such shares, reflecting the reduction in nominal value from 10
pence to 1 penny each.  These new share certificates are
expected to be dispatched to their address registered on the
Company's share register by no later than March 9, 2004.
Pending dispatch of the share certificates, transfers will be
certified against the Company's share register.  Share
certificates will be dispatched to the Company's Shareholders at
their own risk.  These new share certificates should be used in
the place of, and should be substituted for, existing share
certificates.  At the same time as the sub-division becomes
effective, Shareholders who hold their Ordinary Shares in
uncertified form through CREST will have the CREST accounts
through which they hold their Ordinary Shares amended to reflect
the reduced nominal value of their Ordinary Shares.

The Ordinary Shares will remain eligible for CREST settlement.
The New Ordinary Shares is expected to be made eligible for
settlement in CREST on March 2, 2004 by the CREST regulations.
Accordingly, the settlement of a transaction in the New Ordinary
Shares following Admission may take place within the CREST
system if the relevant Shareholder so wishes.

CREST is a voluntary system and Shareholders who wish to receive
and retain share certificates will be able to do so.

Directors' intentions

The Directors have agreed to subscribe for an aggregate of
732,938 Open Offer Shares under the Open Offer.  In addition
Doug Rogers, Peter Grant, Albert van der Wijk and Barry Charles
have agreed to subscribe for an aggregate of 1,250,000 Firm
Placed Shares under the Firm Placing, demonstrating their
commitment to the Company.


EURODIS ELECTRON: To Reward Directors Special Options
-----------------------------------------------------
Special Options

The Board attaches particular importance to the incentives,
which can be given to Directors and employees to motivate them
to increase the performance of the Group and obtain satisfactory
results for Shareholders.  The Board considers that, following
the completion of the Firm Placing and the Placing and Open
Offer, it is an appropriate time to grant further share options
to Directors at the Special Option Price.  The Special Option
Price will be equal to the Offer Price.  Subject to Shareholders
approving the changes to the rules of the 2003 LTIP outlined
below, it is proposed to grant the Special Options set out in
the table below under the 2003 LTIP these approval:

Proposed Special Options

Name of Director                       Ordinary Shares of 1p
Doug Rogers                                 5,100,000
Steve Swayne                                6,460,000
Peter Grant                                 6,120,000
Albert van der Wijk                         5,780,000
Nicholas Jefferies                          5,780,000

Total                                       29,240,000

The value of the Ordinary Shares over which Special Options are
to be granted will not exceed 170% of the annual rate of basic
pay of the option holders.

The rules of the 2003 LTIP need to be amended to allow for the
grant of Special Options.  The LTIP presently limits awards made
to an employee to 100% of the employee's annual remuneration (or
200% in exceptional circumstances) save for awards made within 3
years of the adoption of the 2003 LTIP where up to 300% of an
employee's annual remuneration may be the subject of an award.
It is not proposed to change these limits in the normal course.
It is, however, proposed that the 2003 LTIP be amended to allow
Special Options to be granted (as listed above) so that they are
not counted within the aforesaid limits in respect of their
grant or the grant of any other options or making of awards
under the 2003 LTIP or other Share Schemes.  Consequential
amendments to the other Share Schemes are proposed for that
purpose.

The rules of the 2003 LTIP will also need to be amended to allow
the grant of Special Options to Doug Rogers as a non-executive
director.

The Special Options detailed above will only vest if specific
performance targets have been met during the period commencing
with the announcement of the Group's results for the year ending
May 31, 2004 and finishing in normal circumstances three years
from the date of grant.  It is the Board's intention that no
further options will be granted during this period to those
Directors who receive Special Options.

The Special Options will fully vest if the closing bid price of
the Ordinary Shares over a continuous period of 20 Business Days
as shown in the Daily Official List (the 'Increased Share
Price') is at least 20p, but only 75% of the Special Options
will vest if the Increased Share Price is 15p, 50% of the
Special Options will vest if the Increased Share Price is 10p
and 25% of the Special Options will vest if the Increased Share
Price is 7.5p.  The targets are incremental and once a target
has been reached, that portion of the Special Option shall vest.
The remainder of the Special Options may then vest if higher
targets are then reached over the performance period.  If
the Company is subject to a takeover offer, the Special Options
will vest earlier on the change of Control of the Company with
the proportion of Special Options that will vest being
determined by the remuneration committee.

The Special Options will be exercisable to the extent that they
have vested at the end of the performance period or on a
takeover offer (if earlier).  If the Special Options have not
been exercised within ten years from the date of grant, they
will lapse.  If the Special Options have not vested at all over
the three-year performance period, they will lapse unless the
Directors resolve to extend the performance period for an
additional period of up to two years only at the discretion of
the remuneration committee.  If the Special Options have only
partially vested at the end of the performance period, they will
lapse to the extent that they have not vested or been extended
but will be exercisable in respect of the portion that have
vested. By way of example, if a Special Option has been granted
and the Increased Share Price has only reached 10p for a period
of 20 continuous Business Days during the three-year performance
period, at the end of that performance period the Special Option
will be exercisable but only in respect of 50% of the New
Ordinary Shares under Special Option.  The remainder will lapse
unless the Directors resolve to extend the performance period.


EURODIS ELECTRON: May Go Under if Refinancing Plan Fails
--------------------------------------------------------
Working capital

The Company is of the opinion that, taking into account the bank
and other facilities currently available to the Group and
receipt of the net proceeds of the Firm Placing and the Placing
and Open Offer, the Group has sufficient working capital for its
present requirements, that is for at least 12 months from the
date of this announcement.

The Directors have considered the funding requirements of the
Group from the date of this announcement until the date of the
EGM and are of the opinion that sufficient funding exists for
the Group to meet its requirements in this period.

Shareholders should be aware that, if the Firm Placing and the
Placing and Open Offer do not proceed, the Group will not have
sufficient working capital for its present requirements, that is
for at least 12 months from the date of this announcement.  In
addition, the Company has agreed with its providers of committed
facilities new covenants, which are conditional upon the Firm
Placing and the Placing and Open Offer being completed.

If the Firm Placing and the Placing and Open Offer do not
proceed, the Company would need to seek immediately to
renegotiate its facilities and/or take alternative action to
meet its liabilities as they fall due.  The Board considers
that the further renegotiation of its facilities and/or taking
alternative action would be very difficult and that there can be
no certainty that either of these actions would be successful
and, if they were unsuccessful, the Directors believe that the
Company would enter into administration or receivership
immediately.

CONTACTS: EURODIS ELECTRON PLC
          Doug Rogers, Chairman
          Steve Swayne, Chief Executive
          Peter Grant, Finance Director
          Phone: 020 7861 3232 (on 5 February 2004)
          Phone: 01737 242 464 (thereafter)

          DRESDNER KLEINWORT WASSERSTEIN
          Charles Batten
          Christopher Baird
          Phone: 020 7623 8000


GOVETT ASIAN: List of Holdings
------------------------------
Govett Asian Income & Growth Fund Ltd.


Largest 10 Equity Holdings - Asian       Percentage Holding
                                          of Gross Assets

Samsung Electronics                            3.6 %
QBE Insurance                                  1.9 %
Taiwan Semiconductor Manufacturing             1.6 %
News Corporation                               1.2 %
DBS Group                                      1.1 %
Cheung Kong                                    1.1 %
China Mobile                                   1.0 %
BHP Billiton                                   1.0 %
Singapore Telecommunications                   1.0 %
Sun Hung Kai Props                             1.0 %


Largest 10 Equity Holdings - Fixed Interest   Percentage Holding
                                              of Gross Assets

Italy (Rep 0f) 6 %                             2.1 %
Tate & Lyle Int Fin 6.5 %                      1.7 %
Smiths Grp 7.875 %                             1.6 %
British Telecom 7.75 %                         1.5 %
Rentokil 6.125 %                               1.5 %
Lloyd TSB Undated Sub STP Up NTS Call           1.4 %
Hilton Finance 7.125 %                         1.4 %
Rexam 7.125 %                                  1.4 %
CIBA Spezialitaten 6.5%                        1.4 %
B.A.T Intl Fin                                 1.3 %


Largest 10 Equity Holdings - Split Capital
Percentage Holding

of Gross Assets

Small Cos Dividend Trust                       3.4 %
Aberdeen Development Cap                       2.7 %
BFS US Special Opps                            2.4 %
BFS Managed Properties                          1.3 %
Merrill Lynch                                  1.1 %
Martin Currie Enhanced                         0.6 %
Premier Pacific Income Fund                    0.6 %
Edinburgh Income & Value Trust                 0.3 %
Premier High Income Trust                      0.2 %
BFS Equity Income & Bond                       0.2 %


Breakdown of Gross Assets
Percentage Holding

Asian Equities                                  47.0 %
Bonds                                           25.6 %
Investment Trusts                               13.4 %
Cash & Other Net Assets                         14.0 %

Total Gross Assets*                             GBP19.6m
*excludes current year revenue reserves


Geographical Breakdown of Asian Equities     Percentage Holding

Australia                                    4.1 %
China                                        1.5 %
Hong Kong                                    12.1 %
Indonesia                                    1.5 %
India                                        1.6 %
Malaysia                                     2.3 %
Singapore                                    2.9 %
South Korea                                  11.3 %
Taiwan                                       6.6 %
Thailand                                     3.1 %

                              *****

The Board of Govett Asian Income & Growth Fund Limited discussed
the strategic options for the future of the Company with
Gartmore Investment Limited [Investment Manager] and the
Company's advisors and its major shareholders and has concluded
that, in view of, inter alia, the current size of the Company,
its total expense ratio and the level of discount at which the
shares have traded, it would be in the best interests of
shareholders as a whole if proposals are put to shareholders to
place the Company into a members' voluntary liquidation.

The company expects to post a circular to shareholders seeking
their approval in late January.


INVENSYS PLC: Unveils GBP2.7 Billion Placing and Open Offer Plan
----------------------------------------------------------------
Introduction

Invensys on Thursday announced a Refinancing Plan incorporating
these key elements:

(a) the raising of approximately GBP470 million (GBP450 million
net of expenses) by the issue of 2,187,363,013 New Ordinary
Shares at an issue price of 21.5 pence per New Ordinary Share by
way of a fully underwritten placing and open offer (the 'Placing
and Open Offer').  The principal terms of the Placing and Open
Offer are set out below.

(b) the raising of approximately GBP650 million (GBP625 million
net of expenses) by the issue of the High Yield Bonds or, if
High Yield Bonds are not issued on or by Admission, under a
bridge facility; and

(c) the arrangement of new GBP1.6 billion Senior Credit
Facilities.

The Placing and Open Offer, the issue of the High Yield Bonds
(or drawdown under the Bridge Facility), and the completion of
the Senior Credit Facilities are inter-conditional.  Further
details of the conditionality of the Refinancing Plan are given
below.

The Placing and Open Offer has been underwritten by Cazenove,
Deutsche Bank and Morgan Stanley (the Underwriters).  The issue
price of 21.5 pence per New Ordinary Share represents a 9.5%
discount to the closing middle market price of 23.75 pence per
Ordinary Share on February 4, 2004 (being the last Business Day
prior to the announcement of the Placing and Open Offer).

Background to and reasons for the Refinancing Plan

In early 2003, a number of factors led Invensys to conclude that
the Group had insufficient financial resources both to resolve
its liabilities and to develop all of its businesses.  These
factors included continued difficult trading conditions and the
significant deficit in the Group's pension scheme caused by
weakening financial markets.  Accordingly, Invensys announced a
narrowing of the Group's focus to the Production Management
Division (comprising the APV, Process Systems and Eurotherm
businesses) and the Rail Systems Business.  To dispose of all
other businesses, it initiated a program, which has to date
generated net proceeds of GBP484 million from the sale of the
Baan, Teccor and Metering businesses.  In November 2003,
Invensys announced that it expected total net proceeds from this
disposal program to exceed GBP1.8 billion, which was somewhat
below previous expectations.


Following comments from the Group's principal shareholders and
after consultation with the Group's lenders and advisers, the
Board has decided that, given the generally more encouraging
economic outlook and a more protracted disposal process than
that previously anticipated, it will seek to implement the
Refinancing Plan.  Invensys believes that by strengthening
significantly its balance sheet, the Group will have greater
flexibility to realize the potential of its businesses over the
longer term and thereby enhance shareholder value.  It will also
provide the framework for the Group to pursue a strategy with
these core elements:

(a) Strengthening the Group's financial platform to:

    (i) provide flexibility to manage the Group's businesses
        over the longer term (including the Appliance Controls
        and Climate Controls businesses);

   (ii) increase confidence with customers, suppliers and other
        business partners in order to compete more effectively
        for major contracts;

  (iii) maximize the value of businesses with leading market
        positions in their key markets;

   (iv) negotiate transactions, including disposals, from a
        position of strength; and

    (v) manage down its longer term legacy liabilities.


(b) Accelerating the improvement of operational performance by:

    (i) further simplifying business structures and
        strengthening business
        processes to increase effectiveness and reduce costs;

   (ii) enabling the retention, development and recruitment of
        talented people;

(iii)  continuing to invest in key technologies and
        marketing; and

   (iv) removing the divisional management layers between the
        businesses and head office and accelerating the
        program to minimize head office costs.

The Group will, therefore, operate through these businesses:

(a) the Process Systems business designs, manufactures,
supplies, installs, commissions and tests software and computer-
based hardware for the automation and regulation of plant
operations, the management of certain administrative functions
of manufacturing businesses and simulations of the operations of
manufacturing processes;

(b) the Eurotherm business provides control and measurement
instrumentation solutions and services for the global industrial
and process markets;

(c) the APV business provides process equipment, project
management and services to food, beverage, personal care,
pharmaceutical, chemical and other industrial producers;

(d) the Rail Systems business designs, manufactures, supplies,
installs, commissions and tests safety related rail signaling
and control systems for mainline, metro and freight railways;

(e) the Climate Controls business provides thermostats and other
components, systems and services that are used to control the
comfort and safety of residential and commercial living
environments;

(f) the Appliance Controls business provides total product and
control system solutions and services for appliances.  The
business offers over 150 product lines in the laundry, cooking,
refrigeration, dishwashing and small appliances sectors;

(g) the Powerware business provides comprehensive power quality
and power management solutions which provide clean and
continuous power through ' uninterruptible power supply' ('UPS')
systems and direct current systems; and

(h) the other principal businesses include Lambda, a provider of
standard power supply solutions used in industrial automation,
telecommunications and medical products worldwide, Hansen, a
provider of industrial and wind turbine gearboxes, and Baker, a
provider of equipment, services and complete process systems to
the bakery, biscuit, confectionery, cereal and snack industries
(the 'LHB Businesses').

The Group will continue to pursue the current plan for disposing
of the Powerware business and the LHB Businesses.

The Board believes the Refinancing Plan currently represents the
only viable route to secure a stable financial platform for the
Group for the longer term.


INVENSYS PLC: Looking for Chief Operating Officer
-------------------------------------------------
Group management

The senior management structure continues to be developed with a
view to assuring consistent growth and profitability.  Overall
accountability for implementing Group strategy and driving
performance resides with the executive Directors, Rick
Haythornthwaite, Chief Executive, and Adrian Hennah, Chief
Financial Officer.  In view of the critical importance of
delivering operational improvements within the Group, the
executive team is to be expanded to include a Chief Operating
Officer.  The recruitment process is currently under way.

Liability management

In addition to the Group's borrowed money indebtedness, the
Group has other substantial liabilities.  These liabilities
relate to, among other things, pension funding obligations,
environmental claims, disputed taxes, ongoing litigation and
certain restructuring costs.

Whilst the Group continually monitors these liabilities and has
a program to manage them down, they continue to present an
ongoing risk to the Group's future cash flows, capital structure
and financial position.

The Board believes that the Refinancing Plan will better enable
the Group to address its longer-term legacy liabilities as a
result of the Group's improved balance sheet.

Principal terms of the Placing and Open Offer

The Company is proposing to raise approximately GBP450 million
(net of expenses) by way of the issue of 2,187,363,013 New
Ordinary Shares at 21.5 pence per share, payable in full in cash
on application.  The issue price of 21.5 pence per New Ordinary
Share represents a 9.5% discount to the closing middle market
price of 23.75 pence per Ordinary Share on February 4, 2004
(being the last Business Day before the announcement of the
Placing and Open Offer), which is consistent with the Listing
Rules requirements not to, other than in certain limited
circumstances, issue the shares at, a greater than 10% discount;
and accordingly the Directors consider it to be appropriate.

Arrangements have been made with the Underwriters to invite, on
behalf of the Company, Qualifying Shareholders to apply to
subscribe pro rata to their shareholdings for, in aggregate,
2,187,363,013 New Ordinary Shares at the issue price of 21.5
pence per New Ordinary Share, on the basis of 5 New Ordinary
Shares for every 8 Existing Ordinary Shares registered in their
name as at the close of business on the Record Date and so in
proportion for any other number of Existing Ordinary Shares then
held.  Qualifying Shareholders may apply for any whole number of
New Ordinary Shares up to their maximum allocation set out in
the Application Form to the Placing and Open Offer.

The issue price of 21.5 pence per New Ordinary Share represents
a 9.5% discount to the closing middle market price of 23.75
pence per Ordinary Share on February 4, 2004 (being the last
Business Day before the announcement of the Placing and Open
Offer).

The Underwriters are seeking to place 2,187,363,013 New Ordinary
Shares (being all the New Ordinary Shares subject to the Open
Offer) conditionally with certain existing Shareholders and
institutional and other investors, subject to clawback to
satisfy valid applications by Qualifying Shareholders under the
Open Offer.

The issue of the New Ordinary Shares under the Placing and Open
Offer has been fully underwritten by the Underwriters, subject
to certain conditions set out in the Placing Agreement.

For applications under the Open Offer to be valid, it is
anticipated that completed Application Forms and payment in full
must be received by 11.00 a.m. on March 1, 2004.  The Placing
and Open Offer is conditional upon, inter alia, the passing of
the Resolutions at the Extraordinary General Meeting, the
Placing Agreement becoming unconditional in all respects (save
for Admission) by no later than 8.00 a.m. on March 5, 2004 (or
such later date, being no later than March 31, 2004, as the
Underwriters may agree) and not having been terminated or
rescinded in accordance with its terms and Admission becoming
effective by no later than 8.00 am on March 5, 2004 (or such
later time and/or date, being no later than 8.00 a.m. on March
31, 2004, as the Underwriters may agree with the Company).
Accordingly, if any of the conditions to the Placing and Open
Offer are not satisfied, the Placing and Open Offer will not
proceed.

It is anticipated that Admission will become effective and
dealings in the New Ordinary Shares issued pursuant to the
Placing and Open Offer will commence at 8.00 a.m. on March 5,
2004.  The New Ordinary Shares issued pursuant to the Placing
and Open Offer will, when issued and fully paid, rank pari passu
in all respects with those New Ordinary Shares, which arise as a
result of the Share Capital Subdivision, including the right to
receive all dividends and other distributions declared or paid
on the New Ordinary Shares following Admission.
No temporary documents of title will be issued.

Entitlements to fractions of New Ordinary Shares under the Open
Offer will not be allotted and fractional entitlements will be
rounded down to the nearest whole number of New Ordinary Shares.
Accordingly, Qualifying Shareholders with fewer than 2 Existing
Ordinary Shares will not be invited to apply to subscribe any
New Ordinary Shares under the Open Offer.  The fractional
entitlements will be aggregated and included in the Placing with
the proceeds being retained for the benefit of the Company.

Holdings of Existing Ordinary Shares traded on the London Stock
Exchange in Certificated and Uncertificated Form will be treated
as separate holdings for the purposes of calculating
entitlements under the Open Offer as will holdings under
different designations and in different accounts.

No application in excess of a Qualifying Shareholder's pro rata
application entitlement will be met and any Qualifying
Shareholder so applying will be deemed to have applied for the
maximum application entitlement as specified on the Application
Form or otherwise notified to him.

Qualifying Shareholders who take up some or all of their
entitlement to New Ordinary Shares under the Open Offer will be
allotted New Ordinary Shares (a) in Certificated Form to the
extent that their entitlement to New Ordinary Shares arises as a
result of holding Existing Ordinary Shares in Certificated Form
at the close of business on the Record Date; and (b) in
Uncertificated Form to the extent that their entitlement to New
Ordinary Shares arises as a result of holding Existing Ordinary
Shares in Uncertificated Form at the close of business on the
Record Date.  Notwithstanding any other provision in the
Prospectus, the Company reserves the right to allot and/or issue
any New Ordinary Shares in Certificated Form.

Qualifying Shareholders should note that the Open Offer is not a
'rights issue'.  Invitations to apply for New Ordinary Shares
under the Open Offer are not tradeable or transferable unless to
satisfy bona fide market claims and the Application Form is not
a document of title and cannot be traded.  Unlike in the case of
a rights issue, any New Ordinary Shares not applied for under
the Open Offer will not be sold in the market or placed for the
benefit of Qualifying Shareholders.  Instead, any New Ordinary
Shares, which are not taken up by Qualifying Shareholders in the
Open Offer, will be issued at the Issue Price to Placees (to the
extent procured) or, failing which, to the Underwriters in
accordance with their obligations under the Placing Agreement,
with the proceeds retained for the benefit of the Company.
Shareholders who do not participate in the Open Offer will
experience significant dilution in their proportional interest
in the Company as represented by their shareholdings after the
completion of the Open Offer.


INVENSYS PLC: Obtains Bridge Facility from Deutsche Bank
--------------------------------------------------------
The High Yield Bonds and Senior Credit Facilities

In addition to the proposed issue of New Ordinary Shares to
raise approximately GBP450 million (net of expenses), the
Company is proposing to:

(a) raise approximately GBP650 million (GBP625 million net of
expenses) by the issue of the High Yield Bonds; and

(b) make new borrowing arrangements under the Senior Credit
Facilities of up to GBP1,600 million.

As is customary in the high yield market, the High Yield Bonds
are not underwritten at this stage.

Accordingly, the Company has obtained a commitment from Deutsche
Bank for the equivalent of GBP650 million under the Bridge
Facility.  The Bridge Facility will only be drawn if the High
Yield Bonds are not issued by Admission.  In such circumstances,
the Company intends to refinance the Bridge Facility with high
yield bonds when market circumstances permit.

The High Yield Bonds and the arrangements under the Bridge
Facility, if drawn, provide for a seven year maturity.

The Company and Invensys International Holdings Limited ('IIHL')
have entered into an underwriting commitment letter with
Deutsche Bank in connection with the Senior Credit Facilities
that comprise:

(a) a five year term loan for the U.S. dollar equivalent of
GBP350 million (the 'Term A Facility');

(b) a five year and six month term loan denominated in U.S.
dollars, euro and sterling for the U.S. dollar equivalent of
GBP450 million (the 'Term B facility');

(c) a five-year revolving credit facility for the U.S. dollar
equivalent of GBP250 million (the 'RCF');

(d) a five year bonding facility for the U.S. dollar equivalent
of GBP400 million (the 'Bonding Facility'); and

(e) a five year and nine month second lien facility denominated
in U.S. dollars and euro for the equivalent of GBP150 million
(the 'Second Lien Facility').

Further details of the Bridge Facility and the Senior Credit
Facilities are set out in the Prospectus.

In addition, Bread plc intends to make a tender offer to
purchase all its outstanding EUR500 million 5.5% Notes due 1
April 2005 (issued under its EUR2 billion Euro Medium Term Note
Programmes).  The terms of the tender offer will be announced in
due course.

Conditionality of Refinancing

The Placing and Open Offer, the issue of the High Yield Bonds
(or drawdown under the Bridge Facility), and the completion of
the Senior Credit Facilities are interconditional.

The issue of the New Ordinary Shares pursuant to the Placing and
Open Offer has been underwritten by the Underwriters who have
undertaken to subscribe for any of the New Ordinary Shares not
taken up by Placees or Shareholders pursuant to the Open Offer.
The Underwriters' commitments are subject to a number of
conditions precedent including:

(a) the passing of the Resolutions;

(b) prior to Admission there having been, in the opinion of the
Underwriters, no material adverse change relating to the Group;

(c) prior to Admission there having been, in the opinion of the
Underwriters, no material adverse change in the financial
markets;

(d) the conditions precedent to the offering of the High Yield
Bonds (or the Bridge Facility) and to the Senior Credit
Facilities having been satisfied or waived, subject to
Admission; and

(e) Admission.

The Senior Credit Facilities have been underwritten by Deutsche
Bank subject to a number of conditions  precedent including:

(f) the relevant facility agent receiving confirmation that the
net proceeds from either the issue of the High Yield  Bonds or
an equivalent amount drawn under the Bridge Facility will be
received following Admission;

(g) prior to Admission there having been, in the opinion of the
Deutsche Bank, no material adverse change relating to the Group;

(h) prior to Admission there having been, in the opinion of the
Deutsche Bank, no material adverse change in the financial
markets;

(i) execution of legal documentation in definitive form; and

(j) Admission.

The Bridge Facility (which will only be drawn if the High Yield
Bonds are not issued on or by Admission) has been underwritten
by Deutsche Bank subject to a number of conditions including the
conditions to the Senior Credit Facilities (other than the
condition precedent relating to receipt of the net proceeds of
the High Yield Bonds or the Bridge Facility) having been
satisfied or waived subject only to Admission.

Accordingly, whilst the Board has taken reasonable steps to
minimize the risk of the Refinancing Plan not becoming
effective, there can be no guarantee that all of the necessary
conditions will be satisfied in which case no aspect of the
Refinancing Plan will proceed.

Share capital subdivision

The current nominal value of each Existing Ordinary Share is 25
pence, which exceeds the proposed Issue Price.  As a matter of
English company law, it is not possible for the Company to issue
shares at less than their nominal value and, therefore, in order
to effect the Placing and Open Offer, it is proposed to
subdivide and convert each existing Ordinary Share of 25 pence
into one New Ordinary Share (with a nominal value of 1 pence)
and one deferred share of 24 pence nominal value (a 'Deferred
Share').

This will result in 3,499,780,822 New Ordinary Shares and
3,499,780,822 Deferred Shares being in issue immediately
following the Share Capital Subdivision.  Each Shareholder's
proportionate interest in Invensys' issued ordinary share
capital will remain unchanged as a result of the Share Capital
Subdivision.  Invensys believes that this Share Capital
Subdivision will give Invensys greater flexibility than it
currently has to optimize its share capital structure in the
future.  As such, subject to the Shareholders approving the
necessary resolution at the Extraordinary General Meeting, the
Share Capital Subdivision will take place whether or not the
Placing and Open Offer proceeds.

Each New Ordinary Share will have the same rights (including
voting and dividend rights and rights on a return of capital) as
each Existing Ordinary Share has prior to the Share Capital
Subdivision.  Certificates in respect of Existing Ordinary
Shares will remain valid for the same number of New Ordinary
Shares arising on subdivision and conversion and no new
certificates will be issued in respect of the New Ordinary
Shares arising from the Share Capital Subdivision.

New certificates in respect of the New Ordinary Shares issued in
Certificated Form pursuant to the Placing and Open Offer will be
issued following the conclusion of the Placing and Open Offer.

The rights and restrictions attaching to the Deferred Shares,
which will not be listed and which will not be freely
transferable, will render them worthless and it is intended that
they will be cancelled in due course.  No share certificates
will be issued in respect of the Deferred Shares.  A description
of the rights and restrictions attaching to the Deferred Shares
will be set out in the Prospectus and the Notice of
Extraordinary General Meeting.

The Share Capital Subdivision will not affect Invensys' or the
Group's net assets.


INVENSYS PLC: Satisfied with Financial, Trading Prospects
---------------------------------------------------------
Current trading and prospects

The Board believes that the general economic outlook has
improved.  Although orders in many of the Businesses continue to
improve, the outlook for the full year will continue to be
impacted by the general uncertainty surrounding the Group and by
some further limited provisions to the Group's balance sheet in
respect of items relating to prior periods.  As in previous
years, a substantial portion of the Group profit is attributable
to the final quarter and while it remains too early to predict
the final outcome the Board continues to believe that the
financial and trading prospects of the Group for the current
financial year are satisfactory.

Pro forma financial information

As at September 30, 2003, the Group had net liabilities of
GBP916 million and net debt of GBP1,609 million.  After
adjusting for the proceeds of GBP374 million realized from the
disposal of the Metering business, the expected net proceeds of
GBP450 million from the Placing and Open Offer and taking into
account the effect of the other transactions forming part of the
Refinancing Plan, the pro forma net liabilities as at September
30, 2003 would be approximately GBP267 million and the pro forma
net debt would be approximately GBP875 million.  The pro forma
financial position of the Group in this paragraph has been
extracted without material adjustment from the Prospectus.


INVENSYS PLC: To Use Fundraising Proceeds to Pay GBP1.5 Bln Debt
----------------------------------------------------------------
Use of proceeds and escrow accounts

The Placing and Open Offer is expected to raise approximately
GBP450 million net of expenses.  The issue of the High Yield
Bonds (or the drawing of the Bridge Facility) is expected to
raise approximately GBP625 million net of expenses.  The
Senior Credit Facilities will provide GBP1.6 billion of
borrowing capacity.  We intend to use these proceeds (1) to
repay approximately GBP1.5 billion of existing indebtedness, (2)
to the extent it is not possible to repay certain of the
existing indebtedness, to fund an escrow account with an amount
sufficient to repay that indebtedness on maturity, (3) to fund a
second escrow account with an amount currently estimated to be
the sterling equivalent of GBP576 million to meet certain
identifiable legacy liabilities of the Group, and (4) the
balance will be utilized to provide working capital for the
Group and for general corporate purposes.

Dividend policy

As at 30 September 2003, Invensys had, and after the application
of the net proceeds from the Placing and Open Offer, Invensys
will continue to have, a significant deficit on distributable
reserves.

Accordingly, Invensys is unlikely to be able to pay dividends
for the foreseeable future.

Notice of Extraordinary General Meeting

A notice convening the Extraordinary General Meeting, which is
expected to be held on March 3, 2004, will be sent to
shareholders.

The purpose of the Extraordinary General Meeting is to seek
Shareholders' approval of the Resolutions to be set out in the
notice of the Extraordinary General Meeting set out in the
Prospectus.

Working Capital

Invensys is of the opinion that, following the Placing and Open
Offer, completion of the High Yield Bond issue (or drawdown
under the Bridge Facility) and taking into account the bank and
other facilities available (which will include the Senior Credit
Facilities), the Group has sufficient working capital for its
present requirements, that is for at least the next 12 months
from the date of publication of the Prospectus.


INVENSYS PLC: Could Go Bust by June if Refinancing Plan Fails
-------------------------------------------------------------
If, however, the Refinancing Plan does not complete then unless
sufficient proceeds are received from business disposals,
Invensys is of the opinion that having regard to existing cash
resources and available bank and other facilities, the Group
would only have sufficient working capital until June 2004,
after which time additional sources of working capital would be
required to inter alia:

(a) repay in full all amounts outstanding under the Group's
US$1.5 billion (GBP820 million) revolving credit facility when
it matures in June 2004, of which US$532 million was outstanding
as at 4 February 2004;

(b) redeem the outstanding EUR500 million 5.5% Notes due 1 April
2005 issued by Invensys under its medium term note program;

(c) redeem the outstanding US$37 million 6.4% Guaranteed Senior
Notes due August 13, 2005 issued by BTR Dunlop Finance Inc.
under a note purchase agreement dated 12 August 1998; and

(d) repay in full all amounts outstanding under the Group's
US$2.35 billion (of which only US$1.46 billion (GBP798 million)
is now available to be drawn) revolving credit facility when it
matures in August 2005, of which US$1.45 billion was outstanding
as at February 4, 2004.

The Board believes that the Refinancing Plan represents the only
current viable route to secure a financial platform for the
Group for the longer term.

The Board believes that a vote in favor of the Resolutions is
important because if the Refinancing Plan does not complete,
Invensys may not have sufficient working capital available to it
after June 2004 to satisfy its obligations as  they fall due
which would materially adversely affect Invensys' ability to
implement its strategy as described herein and could affect its
ability to conduct its business.

CONTACT:  INVENSYS PLC
          Victoria Scarth / Mike Davies
          Phone: +44 (0) 20 7821 2121

          BRUNSWICK
          Nick Claydon / Ben Brewerton / Sophie Fitton
          Phone: +44 (0) 20 7404 5959

          CAZENOVE
          Nick Wiles / Edmund Byers /
          Phone: +44 (0) 20 7588 2828
          Graham Bird

          DEUTSCHE BANK
          Carl Tack / David Bugge / Charlie Foreman
          Phone: +44 (0) 20 7545 8000

          MORGAN STANLEY
          Simon Robey /Philip Apostolides/
          Phone: +44 (0) 20 7425 5000
          Simon Smith


NORWICH UNION: National Broker Subsidiary to Cease Operations
-------------------------------------------------------------
Norwich Union announced that it is to close its national broker
subsidiary, Hill House Hammond, by the end of 2004.

The closure of the business will be phased over 2004 involving:

(a) The closure of over 240 Hill House Hammond branches and
    offices across the U.K. and the head office in Bristol.

(b) The transfer of the motor, home and travel insurance
    business to Norwich Union Direct.

(c) The sale of the commercial insurance division

As a result of the decision, around 1,600 jobs will be lost from
the Hill House Hammond operation. Of these 1,600 jobs, around
400 staff will be found alternative roles through Norwich
Union's U.K.-wide redeployment process, which matches an
individual's skills to internal vacancies in the event of
redundancy.  There will be around 1,200 compulsory redundancies.

In addition, Norwich Union Direct will be creating over 450 new
jobs in its call centers in the U.K. to help handle the business
transferred from HHH.  These roles will be created in Norwich,
Sheffield, Liverpool, Perth and Bishopbriggs, near Glasgow,
during 2004 and most staff will be in place by the end of the
year.  This announcement is not connected with our recent
offshoring plans.

Commenting on the announcement, Patrick Snowball, chief
executive, Norwich Union Insurance, said: "We are operating in
an extremely competitive environment and have seen significant
changes in the way customers buy their insurance.  Many
customers now understand their motor or home insurance needs and
will shop around themselves for the best deal.  The number of
customers who shop on the high street to arrange their insurance
has also fallen significantly as many prefer to deal directly
with insurers by phone or over the internet."

"Making decisions that affect our staff is always difficult, but
we believe these changes are needed for us to remain competitive
and adapt to changing market conditions.  Norwich Union Direct
is already well established in the direct insurance market,
offering a wide range of products and services to millions of
customers. We believe it will provide us with the best platform
to strengthen our direct relationships with customers and better
understand their needs."

"We are writing to all HHH customers to inform them of these
changes as well as giving our reassurance that any impact will
be kept to a minimum."

The changes announced on Thursday follow a strategic review of
the Hill House Hammond operation, which looked at the structure
of the business and opportunities to reduce costs and achieve
greater efficiency.  The closure of Hill House Hammond reflects
the decision to increase motor and home insurance through the
company's direct insurance arm, Norwich Union Direct, in line
with changing customer demand.

Norwich Union is in advanced discussions with a potential
purchaser for "Hill House Hammond Business" -- the commercial
insurance division of Hill House Hammond -- and a further
announcement will be made shortly.

                              *****

Norwich Union Insurance is the U.K.'s largest insurer with a
market share of around 14%. With a focus on insurance for
individuals and small businesses, Norwich Union insures: one in
five households; one in seven motor vehicles; more than 800,000
businesses.

Norwich Union products are available through a variety of
distribution channels including brokers, corporate partners such
as banks and building societies and Norwich Union Direct.

Hill House Hammond is a high street general insurance broker,
with over 800,000 customers.  Its core business is home and
motor insurance but it also provides cover for specialist risks
and has a dedicated commercial division, "Hill House Hammond
Business".  Hill House Hammond operates from over 240 branches
and other offices nationwide.

Norwich Union's news releases and a selection of images are
available on the Aviva Internet press center at
http://www.aviva.com/media

CONTACT: NORWICH UNION PRESS OFFICE
         Liz Kennett
         Phone: 01603, 688263, 683820, and 684224
                07801, 901666 (after office hours)


                            *********


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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Copyright 2004.  All rights reserved.  ISSN 1529-2754.

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