---

        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Tuesday, February 10, 2004, Vol. 5, No. 28

                            Headlines

G E R M A N Y

KOGEL FAHRZEUGWERKE: Sells KAMAG Transporttechnik


I R E L A N D

CONDUIT: New Financing Agreement Taking Shape
IRISH DISTILLERS: Blames Atrocious Tax for Closure of Cork Plant
ISPAT: Staff Lose Case Seeking Compensation for Hearing Loss


I T A L Y

CIRIO FINANZIARIA: Bids for Equity, Assets Welcome Until Feb. 16
FINMATICA: Senior Unsecured Rating Lowered to 'B-'
PARMALAT FINANZIARIA: Fitch Assesses Insolvency's Impact on CDOs


N E T H E R L A N D S

GETRONICS N.V.: ABN AMRO Exercises Over-allotment Option
HAGEMEYER N.V.: Completes EUR1.5 Billion Recapitalization
KONINKLIJKE AHOLD: Ahold USA Forms Team to Integrate Stores


P O L A N D

NETIA SA: To Elect New Supervisory Board in Two Weeks
NETIA SA: Details Share Capital Changes as of February 1
POLSKIE HUTY: E.U. Antitrust Regulator Clears Sale to LNM Group
UPC POLSKA: Moody's Rates US$100 Million Unsecured Notes (P)B3


S W E D E N

INTENTIA INTERNATIONAL: Issues New Shares, Debentures
SKANDIA INSURANCE: Invites Investors to Capital Markets Day


U N I T E D   K I N G D O M

CANARY WHARF: Silvestor Corrects CWG's Scheme Voting Calculation
CLUBHAUS: Founder Gets Backing of Legal & General Ventures
COOKIE COACH: Appoints Joint Administrators from KPMG
COWLEY STRUCTURAL: Falls into Administration
ESECURE BUSINESS: In Administrative Receivership

EXCELL: Calls in Administrators from KPMG
HEAT EXCHANGE: Appoints Tenon Recovery Administrative Receivers
IMPERIAL CHEMICAL: Trading Improves, But Profit Remains Down
INVENSYS PLC: Posts Circular Relating to Refinancing Plan
WELCOME BREAK: Remains on Watch Negative Pending Refinancing

* Large Companies with Insolvent Balance Sheets


                            *********


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


KOGEL FAHRZEUGWERKE: Sells KAMAG Transporttechnik
-------------------------------------------------
This press statement refers to the restructuring process of
Kogel Fahrzeugwerke A.G.  The company sold its 100% stake in
KAMAG Transporttechnik A.G. & Co. K.G. on February 6, 2004 to
Mr. Otto Rettenmaier, an industrialist from Heilbronn, Germany.

In 2003, KAMAG had a turnover of approximately EUR25 million
with its product range for heavy loads transport.  There are 110
employees affected by the sale of the company.  Production and
headquarters will remain in ULM.

CONTACT: KOGEL FAHRZEUGWERKE
         Susanne Rettenmaier
         Phone: 07131-76230
         E-mail: s.rettenmaier.tii@t-online.de


=============
I R E L A N D
=============


CONDUIT: New Financing Agreement Taking Shape
---------------------------------------------
Cash-strapped Conduit delivered both good and bad news regarding
its undergoing shakeup last week.  It said the proposed takeover
of its business in the U.K. and Spain has collapsed, but it is
on the way to securing a new financing.

The Irish company announced the falloff of the talks two months
after it agreed to sell the business to German group Telegate
for between EUR10 million and EUR15 million.  It did not say who
ended the negotiations or if the proposed deal was terminated by
mutual agreement.  Overshadowing the failure is the news that
the operator of the 11850 service is in advanced negotiations
with a "prominent investor group" about securing new financing.

The firm had struggled to win business in the U.K. following
deregulation of the country's directory market.  To mitigate the
difficulties, it embarked on a radical cost-cutting scheme that
saw more than 350 people losing their jobs.  This has resulted
to a "substantially improved" position at present, a spokesman
said.  According to the source, the company now has an 18% share
of the U.K. market.


IRISH DISTILLERS: Blames Atrocious Tax for Closure of Cork Plant

----------------------------------------------------------------
Irish Distillers will close its North Mall bottling facility in
Cork at the end of May, according to RTE News.  The company
blames the government's decision to raise duty on spirits in the
2003 Budget, as the main reason behind the drastic move.

The company said domestic spirit sales for 2003 dropped 20%
year-on-year following the imposition of a 42% increase in
excise duty on spirits in the 2003 budget.  It added domestic
sales of Irish whiskey slipped by 16% and gin sales by 14%.
Putting further pressure on the operation is the failure of one
of their customers, Cantrell and Cochrane, to renew a bottling
contract for Tullamore Dew Whiskey at the plant.  The closure of
the Cork plant will affect 28 workers.

Irish Distillers' operations at Fox & Geese in Dublin and
Bushmills in Co Antrim will continue to serve as bottling
facilities for both domestic and international markets.


ISPAT: Staff Lose Case Seeking Compensation for Hearing Loss
------------------------------------------------------------
The High Court ruled in favor of Ispat's Irish plant in the
damages compensation case lodged against it by its own staff in
Cork, according to BizWorld.

Some 160 workers at the plant alleged they lost hearing as a
result of an accident or series of accidents in relation to
their employment at the plant, which is in voluntary
liquidation.  They want to be considered preferential creditors.

Ms. Justice Mella Carroll, however, ruled that the hearing loss
suffered by the workers was not caused by an accidental
occurrence but as a result of the manufacturing process in the
plant.  According to her, it would not be correct to describe
the various operations at the Irish Ispat plant as accidents,
the report said.


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


CIRIO FINANZIARIA: Bids for Equity, Assets Welcome Until Feb. 16
----------------------------------------------------------------
The undersigned Prof. Avv. Luigi Farenga, Dott. Mario Resca and
Prof. Avv. Attilio Zimatore in their capacity as Extraordinary
Commissioners of Cirio Holding S.p.A., under Extraordinary
Administration pursuant to the Italian Legislative Decree no.
270 of July 8, 1999, Cirio Finanziaria S.p.A., under
Extraordinary Administration, Cirio Del Monte Italia S.p.A.,
under Extraordinary Administration, Cirio Del Monte N.V., under
Extraordinary Administration.

WHEREAS

(a) Subsequent to the declaration of insolvency pursuant to
    Article 3 of the E.A. Law, by decree of the Court of Rome
    dated October 10, 2003 Cirio Holding S.p.A., Cirio
    Finanziaria S.p.A., Cirio Del Monte Italia S.p.A. and Cirio
    Del Monte N.V. were admitted to the procedure of
    Extraordinary Administration and pursuant to a Decree of the
    competent Italian Ministry (Ministero delle Attivita
    Produttive) dated October 14, 2003, the undersigned have
    been nominated Commissioners;

(b) The plan as disciplined by articles 54 and seq. of the E.A.
    Law, providing, inter alia, for terms and conditions of the
    dismissal processes of equity shareholdings and/or
    businesses directly or indirectly belonging to the
    Extraordinary Administration has been approved by the
    competent Italian Ministry (Ministero delle Attivita
    Produttive) by virtue of a special decree dated January 8,
    2004.  Now, therefore, the undersigned Extraordinary
    Commissioners hereby.

INVITE

Those who may be interested to express their interest in the
purchase of one or more Businesses and/or Shareholdings, as
defined below, in accordance with the following guidelines.

(a) Businesses and/or Shareholdings

According to the Plan, the Commissioners identified the
following businesses and/or shareholdings, which will be subject
to the Procedure and in relation to which the expressions of
interest are to be submitted:

    (i) Cirio/De Rica Business;

   (ii) Del Monte Business in Europe, Africa and Middle East;

  (iii) 39.99% shareholding in the Del Monte Pacific Ltd.

For further details about the Businesses and/or Shareholdings,
please refer to Annex 1 herewith (The three groups of businesses
object of the disposal): http://bankrupt.com/misc/AnnexI.pdf

(b) The Expressions of interest

Expressions of interest can be formulated by Italian or foreign
entities, duly incorporated and entitled to operate pursuant to
the laws of the jurisdiction of their incorporation, either
individually or as a group of entities acting in concert
pursuant to shareholders agreements or otherwise (a Consortium).
If the entity or Consortium intends to implement the relevant
purchase through a special purpose company (Newco), such
circumstance should be mentioned in the expression of interest,
which, however, shall be signed by Newco's shareholders.

Entities which, at the date of the expression of interest, are
subject to liquidation or bankruptcy proceedings or to any other
proceedings which imply a state of insolvency or result in the
interruption in the conduct of business or in the appointment of
a receiver, may not express their interest.  Expressions of
interests on behalf of third parties, whether nominated or to be
nominated, are not allowed.

Those interested must deliver, within 12:00 a.m. (Central Europe
Time) of February 16, 2004, three original copies of their
written expression of interest, in the Italian or in the English
language, together with two copies of the documents listed here
below, drafted in the Italian or in the English language, in an
envelope marked as follows: "Manifestazioni di interesse in
relazione alla Procedura di Dismissione del Complesso Aziendale
del Gruppo Cirio," to:

EnVent - Enterprise Ventures SRL
C/O Ufficio dei Commissari Straordinari del Gruppo Cirio Del
Monte Via Augusto Valenziani, 10 00187 Roma (Italia)
Phone: +39 06 42176301
Fax:   +39 06 42011888
all'attenzione di Angelo Aiello e Vincenzo Bruni
E-mail: aaiello@envent.it
         vbruni@envent.it

Who, in their capacity as Financial Advisor of the Procedure,
has the task of collecting information from entities interested
in the purchase of the Businesses and/or Shareholdings and of
managing the disposal process.

The deadline will be deemed met if by the above date the
expression of interest shall have been received by fax and the
annexes thereto shall have been posted.

Expressions of interest, in the form of a letter signed by the
authorized representatives of the interested party, shall
include:

    (i) Expression of interest of the interested party to
        purchase the Businesses and/or Shareholdings or any
        portion thereof;

   (ii) A summarized explanation of the rationale of the
        interest to purchase;

  (iii) A short description (not exceeding three pages) of the
        business carried out by the interested party/ies and,
        where applicable, by the group to which it/they belong
        and/or by its/their parent company.  The short
        description shall include information on the main
        financial and economic figures and on the activities
        carried out in competition with the Cirio Del Monte
        group.  Such description shall evidence the existence of
        adequate financial resources to perform a transaction;

   (iv) The name, telephone number and e-mail address, if any,
        of the contact person for the interested party/ies, or,
        in case of expression of interest by a Consortium, of
        the joint representative appointed for such purpose by
        all participants to the Consortium.

These documents shall be attached to the expressions of
interest:

(a) A list of members of the corporate bodies of the interested
    party/ies (Board of Directors, Statutory Board of Auditors
    and other relevant corporate bodies);

(b) Last three years financial statements and/or, if applicable,
    consolidated financial statements of each of the interested
    party/ies;

(c) All identification data of the interested party/ies together
    with a chart of the corporate structure of the interested
    party/ies' group, including the controlling entities up to
    the ultimate controlling shareholder.  In case of Consortium
    the chart shall be provided for each participant.  In case
    the interested party is listed in any stock exchange market,
    the list of its ten largest shareholders;

(d) A copy of this invitation, countersigned by the authorized
    representative by way of full acceptance of all the
    conditions hereof, with particular reference to the
    conditions set out in paragraph 3 below;

(e) A copy of the Confidentiality Agreement (Annex 2), on
    letterhead, countersigned by the authorized representative
    by way of full acceptance.

The expressions of interest will be reviewed by the
Commissioners, also for the purposes of defining the following
stages of the Procedure.

All the parties having already submitted their expression of
interest shall not do it again, they will directly receive a
communication regarding the next steps to be taken in connection
with the dismissal process, as identified in the Procedure,
related to their interest.

(c) Miscellaneous

According to the E.A. Law, any resolution regarding the sale of
the Business or any portion thereof is subject to the express
approval and authorisation of the Plan by the competent Italian
Ministry (Ministero delle Attivita Produttive), having heard the
Supervisory Board (Comitato di Sorveglianza).  The publication
of this invitation and the receipt of expressions of interest
shall not give rise to any obligation or commitment on the part
of the Commissioners to implement the Procedure or to sell the
Business or any assets to those who expressed interest in the
purchase, nor shall it

Give rise to any claim or right of any such parties to require
the performance of any action by the Commissioners.  The
Commissioners shall have the right to withdraw from the
negotiations at any time, regardless of the status of such
negotiations, to suspend, interrupt, amend or modify the terms
and conditions of the Procedure and to undertake obligations
towards other parties, in each case without giving rise to any
claim whatsoever, for compensation of damages or otherwise, in
favor of the interested parties towards the Commissioners.

This announcement is only an invitation to submit expressions of
interests. It is not an offer to sell any securities or assets,
nor a solicitation to purchase any securities or assets, nor a
public offering pursuant to Article 1336 of the Italian Civil
Code, nor under Article 94 and seq. of Legislative Decree No. 58
of February 24, 1998.

Information sent by interested parties shall be treated in
accordance with the provisions of Italian Law no. 675 dated
December 31, 1996 (Law on protection of privacy).  In accordance
with Article 10 of such law, the treatment of the data shall be
made in full compliance with the principles of legality and
correctness for the utmost protection of the interested parties'
rights to privacy; the personal data of those interested shall
be processed exclusively for the purposes of assessing whether
the interested parties meet the requirements for participating
in a possible future Procedure and in general to ensure the
proper conduct of the Procedure.  The persons responsible for
the treatment of the data shall be the Commissioners and their
advisors for matters falling within their respective competence,
against whom interested parties may assert their rights pursuant
to Article 13 of Law 675/96.  This invitation as well as the
Procedure and each of the following stages thereof are governed
by Italian Law.

The Italian language version of this Invitation shall prevail
over any other text published in a language other than the
Italian language.

The submission of the expression of interest by interested
parties shall be deemed to constitute an express acceptance of
the terms and conditions of this invitation.

I Commissari Straordinari
Prof. Avv. Luigi Farenga
Dott. Mario Resca
Prof. Avv. Attilio Zimatore


FINMATICA: Senior Unsecured Rating Lowered to 'B-'
--------------------------------------------------
Fitch Ratings downgraded Finmatica's Senior Unsecured rating to
'B-' from 'B+', reflecting concern over potential pressure on
the company's leverage and liquidity from the current
investigations into the company.  The Rating remains on Rating
Watch Negative.

The downgrade follows the company's statement of financial
position announced on February 5, 2004, which revealed that as
at January 31, 2004 gross debt stood at EUR215.3 million and
cash balances at EUR37.2 million.  This compares with debt of
EUR238.4 million and cash of EUR89.1 million at September 30,
2003, a fall of EUR23 million and EUR51.9 million respectively.

While cash balances have been used in part to reduce outstanding
debt, Fitch believes there is also a degree of pressure on
working capital as a result of the ongoing investigations into
alleged financial irregularities at the company.  Fitch has been
advised by Finmatica that both customer and supplier
relationships remain good.  However, in the agency's opinion, it
is likely that receivables days are being extended while
creditors may be pushing for earlier payment as a result of the
investigation.

While the company has yet to report EBITDA for FY03, taking the
LTM value of EUR33 million calculated on the basis of reported
figures for September 2003, Fitch believes net leverage would
have risen to 5.39x at year-end.  This compares with a ratio of
4.5x reported for September 2003, which Fitch described as high
for the rating category in its press release of December 19,
2003.

The company is due to make a repayment of EUR17 million under
its syndicated bank loan on February 28, while the coupon
payment of EUR6.5 million on the company's 2005 Notes is due on
May 16.   While these amounts are presently covered by cash
balances, working capital pressures could erode the liquidity
the company currently enjoys.

Finmatica is a quoted Italian independent software vendor.
Share float currently stands at 44% with the key shareholder
being Pier Luigi Crudele, the company's founder, who directly
and indirectly holds 56%.  Revenues stem from its finance (53%
of FY02 revenues), B2B/SCM (27%), security (15%) and other (5%)
divisions.

CONTACT: FITCH RATINGS
         Stuart Reid
         London
         Phone: +44 (0) 20 7417 4323
         Elisabetta Zorzi
         Milan
         Phone: +39 02 8790 87213
         Albert Hofman
         London
         Phone: +44(0) 20 7417 4282



PARMALAT FINANZIARIA: Fitch Assesses Insolvency's Impact on CDOs
----------------------------------------------------------------
Fitch Ratings has completed the review of the collateralized
debt obligations it publicly rates that are exposed to Italian
dairy giant Parmalat and drawn some preliminary conclusions
about how Parmalat's troubles are affecting these deals.

Fitch identified 18 public CDOs with exposure to Parmalat; 11 of
which were identified as more affected by this exposure and were
subsequently placed on Rating Watch Negative.  Within the
universe of these public CDOs, nine tranches of six CDOs have
been downgraded; six tranches of which were on RWN.

The results confirm Fitch's initial expectations that those CDOs
rated A- (A minus) and above have experienced little volatility
directly linked to the exposure to a credit event such as
Parmalat.  All AAA tranches on public CDOs have been affirmed,
with one exception and 95% of CDO tranches rated by Fitch at
single A- or above were affirmed.  Those tranches that were
downgraded, had been broadly affected by portfolio credit
migration, indicating that the relative severity of the rating
action has been due to multiple effects within these portfolios.

The recovery assumptions for affected CDOs have been derived
from an analysis of the market pricing of Parmalat's debt.
Sensitivity analysis was then conducted on the affected CDOs
assuming recoveries at 20%, 10% and 0%.  The current assumptions
contrast with a 40% recovery assumption taken in the initial
analysis Fitch performed.  The lower recoveries anticipated on
the underlying bonds, as the extent of Parmalat's troubles
became apparent to the market, will de facto diminish final
recoveries on Parmalat within synthetic and cash CDOs.

These public tranches have been removed from Rating Watch
negative;

Anthea S.R.L.

   (a) EUR186,000,000 class A-1 notes have been affirmed at
       'AAA'

   (b) EUR40,000,000 class A-2 notes downgraded from 'AAA' to
       'AA+'

   (c) EUR25,000,000 class B notes downgraded from 'A-' to
       'BBB-'

   (d) EUR8,000,000 class C notes downgraded from 'BB+' to 'B+'

Bifrost Investments Ltd Series 13:

   (a) EUR160,000,000 class 5A senior secured floating-rate
       notes affirmed at 'AAA';

   (b) EUR115,000,000 class 5B senior secured floating-rate
       notes affirmed at 'AA';

   (c) EUR75,000,000 class 5C senior secured floating-rate notes
       affirmed at 'A';

   (d) EUR50,000,000 class 5D senior secured floating-rate notes
       affirmed at 'BBB';

   (e) EUR160,000,000 class 7A senior secured floating-rate
       notes affirmed at 'AAA';

   (f) EUR115,000,000 class 7B senior secured floating-rate
       notes affirmed at 'AA';

   (g) EUR75,000,000 class 7C senior secured floating-rate notes
       affirmed at 'A';

   (h) EUR50,000,000 class 7D senior secured floating-rate notes
       affirmed at 'BBB';

   (i) EUR195,000,000 class 10A senior secured floating-rate
       notes affirmed at 'AAA';

   (j) EUR135,000,000 class 10B senior secured floating-rate
       notes affirmed at 'AA';

   (k) EUR100,000,000 class 10C senior secured floating-rate
       notes affirmed at 'A';

   (l) EUR75,000,000 class 10D senior secured floating-rate
       notes affirmed at 'BBB';

Bifrost Investments Limited - Legolas Series 3:

   (a) EUR60,000,000 class A senior secured floating-rate notes
       affirmed at 'AAA';

   (b) EUR60,000,000 class B senior secured floating-rate notes
       affirmed at 'AA';

   (c) EUR56,000,000 class C senior secured floating-rate notes
       affirmed at 'AAA';

   (d) EUR50,000,000 class D senior secured floating-rate notes
       affirmed at 'AA';

   (e) EUR70,000,000 class E senior secured floating-rate notes
       affirmed at 'AAA';

   (f) EUR60,000,000 class F senior secured floating-rate notes
       affirmed at 'AA';

Caesar Finance 2000 S.A.:

   (a) EUR238,460,600 class A senior secured floating-rate notes
       affirmed at 'AAA';

   (b) EUR39,000,000 class B senior secured floating-rate notes
       downgraded from 'BB+' to 'B+';

CDO Master Investment Limited 2:

   (a) EUR100,000,000 class A senior secured floating-rate notes
       affirmed at 'AAA';

   (b) EUR37,500,000 class B senior secured floating-rate notes
       affirmed at 'AA';

   (c) EUR75,000,000 class C senior secured floating-rate notes
       downgraded from 'BBB-' to 'BB';

Cygnus Finance 2001-1 Plc:

   (a) EUR80,000,000 class A senior secured floating-rate notes
       affirmed at 'AAA';

   (b) EUR52,000,000 class B senior secured floating-rate notes
       affirmed at 'AA';

   (c) EUR38,000,000 class C senior secured floating-rate notes
       affirmed at 'A';

   (d) EUR23,000,000 class D senior secured floating-rate notes
       affirmed at 'BBB+';

   (e) EUR15,000,000 class E senior secured floating-rate notes
       affirmed at 'BB+';

ILIAD Investment Plc Series 2:

   (a) EUR37,500,000 class A senior secured floating-rate notes
       affirmed at 'AAA';

   (b) EUR37,500,000 class B senior secured floating-rate notes
       affirmed at 'AA';

   (c) EUR75,000,000 class C senior secured floating-rate notes
       downgraded from 'BBB-' to 'BB';

TAGUS Global Bond Securitization No.2 Plc:

   (a) EUR74,536,070 class A1 senior secured floating-rate
       notes affirmed at 'AAA';

   (b) EUR498,000,000 class A2 senior secured floating-rate
       notes affirmed at 'AAA';

   (c) EUR34,000,000 class B senior secured floating-rate notes
       affirmed at 'AA';

   (d) EUR71,100,000 class C senior secured floating-rate notes
       affirmed at 'A';

Flavius CDO Ltd.

   (a) USD157,458,496 class A-1 senior secured fixed-rate notes
       affirmed at 'A-';

   (b) USD25,000,000 class A-2A senior secured fixed-rate notes
       affirmed at 'BBB';

   (c) USD25,000,000 class A-2B senior secured fixed-rate notes
       affirmed at 'CCC'.

The following CDOs have also been reviewed as a result of their
exposure to Parmalat. Rating actions were taken on the a number
of CDOs due to a combination of credit migration and the impact
of a credit event on Parmalat;

Amstel 2001Investments Ltd Series 13:

   (a) EUR1,000,000,000 2001-1 class A senior secured floating-
      rate notes affirmed at 'AAA';

   (b) EUR10,812,500,000 2001-2 class A senior secured floating-
       rate notes affirmed at 'AAA';

   (c) EUR287,500,000 2001-1 class B senior secured floating-
       rate notes affirmed at 'AA';

   (d) EUR262,500,000 2001-1 class C senior secured floating-
       rate notes affirmed at 'A';

   (e) EUR71,000,000 2001-1 class D1 senior secured floating-
       rate notes affirmed at 'BBB';

   (f) EUR35,000,000 2001-1 class D2 senior secured floating-
       rate notes affirmed at 'BBB';

   (g) EUR31,500,000 2001-1 class E senior secured floating-rate
       notes affirmed at 'BB+';

Cabral No.1 Ltd:

   (a) EUR166,024,611 class A senior secured floating-rate notes
       affirmed at 'AAA';

Caesar Finance 1999 S.A.:

   (b) EUR254,296,800 class A senior secured floating-rate notes
       affirmed at 'AAA';

Eurostar II CDO:

   (a) EUR188,682,784 class A1 senior secured floating-rate
       notes affirmed at 'AAA';

   (b) EUR50,208,047 class A2 senior secured floating-rate notes
       affirmed at 'AAA';

   (c) EUR51,000,000 class A3 senior secured floating-rate notes
       downgraded from 'AA' to 'A+';

   (d) EUR48,000,000 class B senior secured floating-rate notes
       downgraded from 'B+' to 'CCC';

   (e) EUR9,000,000 class C senior secured floating-rate notes
       affirmed at 'CCC';

   (f) EUR51,000,000 subordinated notes affirmed at 'CC';

PETRA CAPITAL Ltd (PETRA I):

   (a) $33,500,000 class A senior secured floating-rate notes
       affirmed at 'AAA';

   (b) $32,000,000 class B senior secured floating-rate notes
       affirmed at 'AA';

   (c) $14,500,000 class C senior secured floating-rate notes
       affirmed at 'A';

   (d) $15,500,000 class D senior secured floating-rate notes
       downgraded from 'BBB' to 'BBB-';

LUSITANO GLOBAL CDO No.1:

   (a) EUR623,800,000 class A2 senior secured floating-rate
       notes affirmed at 'AAA';

   (b) EUR42,300,000 class B senior secured floating-rate notes
       upgraded from 'AA' to 'AAA';

   (c) EUR25,200,000 class C senior secured floating-rate notes
       upgraded from 'A' to 'AA';

SPICES FINANCE 2001-5 Ltd:

   (a) $100,000,000 class I senior secured floating-rate notes
       affirmed at 'AAA';

   (b) $6,000,000 class II senior secured floating-rate notes
       affirmed at 'AA+';


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


GETRONICS N.V.: ABN AMRO Exercises Over-allotment Option
--------------------------------------------------------
Getronics N.V. announces that ABN AMRO Rothschild, on behalf of
the syndicate, has exercised the over-allotment option, granted
to them by Getronics in connection with the placing of new
ordinary shares announced Monday, to purchase 13 million
additional new ordinary shares at the offering price of EUR2.40
per share.

After the exercise of the over-allotment option and a
recalculation of the adjustment to the conversion price, the new
conversion price of the 5.5% unsubordinated convertible bonds
due 2008 will be EUR1.54, in accordance with Formula C (set out
in Condition 4(b)(2)(C) of the terms and conditions of the
Bonds.

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.
Getronics has published a notice on Friday calling an
Extraordinary General Meeting of shareholders for February 23,
2004.

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.

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
(ICT) 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


CONTACT: GETRONICS N.V.
         Investors Inquiries
         Phone: +31 20 586 1982
         Fax:   +31 20 586 1455
         E-mail: investor.relations@getronics.com


HAGEMEYER N.V.: Completes EUR1.5 Billion Recapitalization
---------------------------------------------------------
The EUR1.5 billion recapitalization of Hagemeyer N.V. was
successfully completed in a process that followed the signing on
January 15 of new EUR905 million credit facilities,
restructuring of EUR22.4 million leases, the subsequent
placement of 383 million (EUR460 million) via a rights issue and
a EUR150 million subordinated convertible bond issue.

The new shares and bonds were successfully placed in the market.
The terms of the underwriting did not require debt to be
refinanced to be mandatorily converted into equity or
convertible bonds.

Most of the existing EUR1.27 billion debts involved in the
settlement process were partly repaid and the balance converted
into the new loans.  The existing debt was a combination of
bilateral loans from various banks around the world directly to
operating companies in the Hagemeyer group and also bilateral,
syndicated senior and subordinated bank loans as well as private
placement debt to the parent and its Irish finance company.

The restructuring started in May 2003; when it became clear that
Hagemeyer would not be able comply with the covenants of its
existing financial debt, due to losses, especially in its U.K.
operations.  This globe spanning exercise initially commenced by
way of waivers and the creation of harmonized terms and
conditions for those waivers issued by all lenders.  Later these
waivers were replaced by a formal standstill agreement with all
parties.

Coordination groups of lenders were formed and under the
standstill agreement a steering committee was appointed with
representatives of all classes of lenders.  Thus stability was
created, to ensure continued commercial operation of the group
and time was found for lengthy negotiations that were necessary
to develop a refinancing solution acceptable to all.  There were
significantly different positions to overcome between the
various individual financial creditors or creditor groups and
also time was needed to investigate all possibilities for
improvement of the net worth of the group, including a possible
rescue by one or more outside parties.  ABN AMRO was the
coordinator during the whole restructuring process.

The new facilities of EUR905 million have the following
composition:

     (i) EUR755 million 3-year working capital facility
         (consisting of a EUR650 million revolving loan and a
         EUR105 million letter of credit facility); and

    (ii) EUR150 million 4-year amortizing term loan facility.

EUR500 million of the working capital facility will be drawn for
refinancing purposes together with the term loan facility and
EUR150 million of the working capital loan will function as
stand-by for the purpose of general corporate financing needs,
including restructuring costs.

The facilities will be borrowed primarily by the operating
companies of the group and outstanding amounts will be
determined by borrowing bases composed of receivables and
inventory. The facilities are secured by intercompany
receivables, selected subsidiary shares and account balances.

ABN AMRO acted as documentation, facility and security agent for
the syndication. For more information reference is made to the
prospectus of January 16, 2004.

The syndicate composition is:

Mandated Lead Arranger & Coordinator: ABN AMRO

Co-Arrangers: ING Bank N.V., NIB Capital Bank N.V., Cooperatieve
Centrale Raiffeisen-Boerenleenbank

Lenders:

Allstate Life Insurance Company, Banc of America Securities
Limited, Banc of America Securities LLC, Banque LB Lux S.A.,
Barclays Bank PLC, Bayerische Landesbank, Beneficial Life
Insurance Company, Berkshire Life Insurance Company of America,
Credit Suisse First Boston, Deutsche Bank AG, Goldman Sachs
International Bank, ING Corporate Investments, Massachusetts
Mutual Life Insurance Company, Morgan Stanley & Co.
International Limited, Nationwide Life Insurance Company,
Nationwide Life and Annuity Company of America, Nationwide Life
and Annuity Insurance Company, Nationwide Life Insurance Company
of America, New York Life Insurance and Annuity Corporation, New
York Life Insurance and Annuity Corp. Inst. Owned Life Insurance
Separate Account, New York Life Insurance Company, Newstart
Factors, Inc., Pacific Life Insurance Company, Security
Financial Life Insurance Co., Sun Life Insurance and Annuity
Company of New York, Sun Life Assurance Company of Canada
(U.S.), The Equitable Life Assurance Society of the United
States, The Guardian Life Insurance Company of America, Wachovia
Bank National Association Westpac Banking Corporation


KONINKLIJKE AHOLD: Ahold USA Forms Team to Integrate Stores
-----------------------------------------------------------
Bill Grize, President and CEO of Ahold USA, announced further
steps in the integration of its Stop & Shop and Giant Landover
companies into a single operating arena, based in Quincy,
Massachusetts, with the appointment of the Executive Team for
the new combined organization.

Marc Smith, currently the President and Chief Executive Officer
of Stop & Shop, will assume the role of President and Chief
Executive Officer of the new organization, reporting to Bill
Grize.

Reporting directly to Mr. Smith will be Jose Alvarez, Senior
Vice President of Supply Chain; Maureen McGurl, Executive Vice
President of Human Resources; Barry Berman, Executive Vice
President of Sales and Marketing; Bill Holmes, Executive Vice
President of Operations; and Rick Picariello, Executive Vice
President and Chief Financial Officer.

Tom Hippler, current General Counsel for Stop & Shop, will be
assuming the role of General Counsel for Ahold USA Retail
reporting to Bill Grize and Peter Wakkie, Ahold/Netherlands
Chief Corporate Governance Counsel, and will support the new
combined Stop and Shop and Giant Landover organization.

Giant President and CEO Dick Baird, has announced his decision
to retire in July 2004 after more than thirty years of service
with Stop & Shop and Giant-Landover.  Mr. Baird will continue to
lead the Giant-Landover business and co-lead the company's
integration efforts until his retirement.

Current Giant Officers Jim Astuto, Executive Vice President,
Store Operations and Distribution; Bob Evans, Executive Vice
President and Chief Financial Officer; and Bernie Ellis,
Executive Vice President, Merchandising will remain in their
current positions through the remainder of the year to support
the integration.  Astuto, Evans and Ellis will continue to
report to CEO Baird.

Ann Weiser, Giant's Executive Vice President, Human Resources
will leave Giant at the end of February to assume a new role
within Ahold.

Ahold USA President and CEO Bill Grize commented, "The
combination of Stop & Shop and Giant-Landover with 2003 reported
sales of $15.4 billion creates a business that is capable of
achieving excellence locally and delivering greater value to our
customers and communities."

Commenting on this announcement, Ahold President and CEO Anders
Moberg said, "This is part of our stated commitment and strategy
to focus on generating value for customers.  The appointment of
this leadership team is one of the essential steps that will
enable us to bring these companies together and ultimately
improve our customer offering."

Ahold USA oversees approximately 1,300 supermarkets operated
through six retail companies in the United States.  As part of
Ahold's 'Road to Recovery' strategy announced on November 7,
2003, a new business arena is in the process of being created to
combine the administrative and managerial functions of Stop &
Shop, Boston Massachusetts and Giant Food LLC in Landover,
Maryland and locate them in the Boston area.  As announced on
January 20, 2004, Ahold's U.S. retail headquarters functions
will also be co-located within this arena.

                              *****

As previously reported, Fitch Ratings assigned Netherlands-based
food retailer Koninklijke Ahold NV a Stable Rating Outlook while
removing it from Rating Watch Negative.  At the same time, the
agency has affirmed Ahold's Senior Unsecured rating at 'BB-' and
its Short-term rating at 'B'.

The Stable Outlook reflects the benefits from the shareholder
approval, granted on Wednesday, for a fully underwritten
EUR3 billion rights issue.  Ahold, however, continues to face
financial and operational difficulties that have been reflected
in the Q303 results.  Ahold announced in early November its
strategy for reducing debt through its EUR3bn rights issue and
EUR2.5 billion of asset disposals as well as improving the
trading performance of its core retail and foodservice
businesses. Whilst the approved rights issue addresses immediate
liquidity concerns, operationally, the news is less positive
with Ahold's core Dutch and U.S. retail operations both
suffering from increased competition, mainly from discounters,
resulting in operating profit margin erosion.  Ahold's European
flagship operation, the Albert Heijn supermarket chain in the
Netherlands, recently reported both declining sales and profits,
as consumers turn to discount retailers.  In reaction to this,
Albert Heijn, has amended its pricing structure, which in turn
would suggest that it will be more challenging in the future to
match historic operating margin levels. (Troubled Company
Reporter Vol. 8, No. 27)


===========
P O L A N D
===========


NETIA SA: To Elect New Supervisory Board in Two Weeks
-----------------------------------------------------
Netia S.A. (WSE: NET), Poland's largest alternative provider of
fixed-line telecommunications services, announced that on
February 7, 2004 it received motions from shareholders
representing over one-tenth of Netia's share capital to convene
an extraordinary general meeting of shareholders in order to
adopt changes in the composition of Netia's supervisory board
and to set the remuneration for the supervisory board members.

The motions were filed in accordance with article 400 par. 1 of
the Polish commercial companies' code.  In accordance with the
Polish law, Netia will convene a general meeting of its
shareholders within two weeks from the date of receipt of the
above-mentioned motions.

CONTACT:  NETIA S.A.
          Anna Kuchnio, Investor Relations
          Phone: +48-22-330-2061


NETIA SA: Details Share Capital Changes as of February 1
--------------------------------------------------------
Poland's largest alternative provider of fixed-line
telecommunications services announced its share capital has
increased in connection with the exercise of certain warrants
issued by Netia.

I. Share Capital

As of February 1, 2004, Netia's issued and outstanding share
capital was PLN345,011,026 and represented 345,011,026 shares,
PLN1 par value per share, each share giving right to one vote at
Netia's general meeting of shareholders.

A motion for the registration of the share capital increase by
the Polish court was filed on February 6, 2004.

II. Warrants Issued

As of February 1, 2004, Netia issued 965,814 series J shares
pursuant to the exercise of 657,504 two-year subscriptions
warrants and 308,310 three-year subscriptions warrants by their
holders at an issue price of PLN2.53 per share.  Each series J
share entitles its holder to one vote at Netia's general meeting
of shareholders.  Netia's series J shares are publicly traded on
the Warsaw Stock Exchange under the same code as all other
ordinary shares of Netia i.e. PLNETIA00014.

The subscription warrants were exercised in accordance with
Netia's Polish prospectus dated April 17, 2002, as amended.

III. Outstanding Warrants

As of February 2, 2004, the following warrants were traded on
WSE:

(a) 31,766,717 two-year subscription warrants were traded on WSE
    under the ticker "NETPPO2, entitling their holders to
    subscribe for Netia's series J shares by April 29, 2005; and

(b) 32,115,911 three-year subscription warrants were traded on
    WSE under the ticker "NETPPO3, entitling their holders to
    subscribe for Netia's series J shares by April 29, 2006.

IV. Updated Information on Netia's Share Capital

Current information on Netia's share capital increases is
constantly updated and made available at the Polish National
Depositary for Securities and WSE as well as on Netia's website
(http://www.investor.netia.pl). The share capital as currently
registered by the Polish court, in the amount of PLN344,486,821,
reflects the status as of January 1, 2004, and will be amended
following the consideration of a motion for the share capital
increase filed with the court on February 6, 2004.

Share capital increases in connection with the exercise of
Netia's outstanding warrants will be announced both in Poland
and in the U.S. in the form of a press release once a month by
the 8th day of each month, and, in addition, each time in the
event of an exercise of warrants constituting 5% or more of all
warrants issued by Netia.

CONTACT: NETIA S.A.
         Anna Kuchnio
         Phone: +48-22-330-2061


POLSKIE HUTY: E.U. Antitrust Regulator Clears Sale to LNM Group
---------------------------------------------------------------
The European Commission has cleared under the Merger Regulation
the proposed acquisition of State-owned Polish steel company
Polskie Huty Staly S.A. by international steel company LNM.  The
deal does not pose any competition concerns as the market is
characterized by a number of stronger players including Arcelor,
Corus and Thyssenkrupp.

LNM Holdings notified the European Commission on December 22 of
its proposed acquisition of Polskie Huty Stali S.A., a state-
owned Polish steel company that resulted from the consolidation
of four Polish steel companies.  The operation comes as a result
of the restructuring and privatization of the Polish iron and
steel industry.

LNM is a company based in the Dutch Antilles that belongs to
Richmond Investments Holdings Ltd., itself headquartered in the
British Virgin Islands.  Richmond Investments is owned by
businessman Lakshmi Mittal and his family.  LNM is a producer of
iron ore and a maker of steel products both finished and semi-
finished.  It operates integrated steel plants in Algeria,
Kazakhstan, Romania and the Czech Republic.

Under the terms of the agreement between LNM and the Polish
State, LNM will acquire 62.2% of Polskie Huty's shares outright,
which will give it control of the company.

The Commission assessed the operation's impact in the market for
semi-finished and finished steel products where Polskie Huty is
also active.  It concluded to the absence of competition
concerns since the combined market share for all relevant
products is below 20% in the European Economic Area [1] where
there are a number of strong players including Arcelor,
ThyssenKrupp and Corus.  LNM/Polskie Huty will be Europe's fifth
biggest producer of semi-finished steel products.

The Commission had jurisdiction over the transaction because the
companies have significant sales [2] in the European Economic
Area.

However, it could only examine the deal's impact in the EEA
territory, not in Poland or in any of the countries that will
become member of the European Union on the 1st of May this year.
This is something for the acceding countries to decide.

From next May, the Commission will examine the impact of mergers
and acquisitions for 450 million consumers in 25 European
countries.

---------
Footnotes

[1] The European Economic Area is composed of the EUR15 states
    plus Norway, Iceland and Liechtenstein.

[2] The Commission has jurisdiction over mergers and
    acquisitions involving companies with a combined worldwide
    turnover in excess of EUR5.0 billion and EEA sales of at
    least EUR250 million each.


UPC POLSKA: Moody's Rates US$100 Million Unsecured Notes (P)B3
--------------------------------------------------------------
Moody's assigned a (P)B3 senior implied and senior unsecured
issuer ratings to United GlobalCom Inc.'s (UGC) indirect
subsidiary, UPC Polska LLC to reflect the company's high debt
leverage, and possible high on-going capital expenditures.   It
also assigned a (P)B3 rating to Polska's proposed US$100 million
proposed senior unsecured notes due 2007.  The outlook for all
ratings is stable.

Pro forma for a pending balance sheet restructuring, Polska's
debt leverage will remain high with net debt/annualized EBITDA
(excluding inter-company debt) of approximately 5.0x, Moody's
said.

The company is currently undergoing a balance sheet
restructuring, which will see third-party creditors receiving
US$80 million in cash (another US$15.0 million will go to UGCE
affiliates), US$14.5 million in UGC stock, and US$100.0 million
in new senior unsecured notes in exchange for approximately
US$463 million in debt (as of September 30, 2003).

Moody's assume there will be no material variations to the draft
legal documentation reviewed by Moody's.  It also expects that
all remaining inter-company debt to UGCE and its affiliates (US$
482 million outstanding at September 30, 2003) will be converted
into equity as part of the restructuring.

Following the proposed restructuring, Moody's would expect to
withdraw the Caa3 ratings of Polska's existing senior unsecured
notes.


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


INTENTIA INTERNATIONAL: Issues New Shares, Debentures
-----------------------------------------------------
Intentia International A.B. announced that its extraordinary
general shareholders' meeting decided to approve the board's
decision for a new share issue and to issue a debenture with
detachable warrants in accordance with the conditions specified
in the notice to attend.  In brief, these conditions are:

(a) A share issue directed at Symphony Technology II-A, L.P.
    comprising 1,203,724 series A shares and 37,596,276 series B
    shares at a nominal value of SEK10 per share.  Since the
    subscription price of SEK6.60 per share is lower than the
    current nominal amount per share, the difference will be
    allocated to the share capital by transfer from the
    company's share premium reserve.

(b) As a result of the new share issue, the number of shares in
    the company will increase by 109,719,600 to a total of
    148,519,600 shares.

(c) As a result of the new share issue, Intentia's share capital
    will increase by SEK388,000,000 to SEK1,485,196,000.  Before
    deduction of costs, the new share issue provides the company
    with approximately SEK256,000,000.

(d) The shares have been subscribed for and payment for the new
    shares will be made on February 13, 2004 at the latest.

(e) A debenture is issued attached with 23,000,000 detachable
    warrants, each of which entitles the holder thereof, from
    the date of registration of the issue with the Patent and
    Registration Office up to and including February 6, 2008, to
    subscribe for one series B share in Intentia International
    A.B. (publ), with a nominal value of SEK10, at a
    subscription price of SEK 10 per share.  The debenture has
    been subscribed for by Symphony Technology II-A L.P.  The
    debenture is issued at a rate equal to the debenture's
    nominal amount of SEK1,000.  Payment for the debenture shall
    be made on February 13, 2004 at the latest.

The EGSM decided to change the share capital limits to a minimum
of SEK1,000,000,000 and a maximum of SEK4,000,000,000.  The EGSM
also decided that Intentia's board will consist of seven members
with no deputy board members.  Romesh Wadhwani, Bob Evans and
Bryan Taylor were elected as new members for the term of office
that runs up to the next annual general meeting.  The former
chairman of the board, Olof Ljunggren, as well as board member
Peter Lorange, have left their posts.  Intentia's board of
directors is now comprised of Romesh Wadhwani, Jan Carlzon, Bob
Evans, Tommy H. Karlsson, Morgan Olsson, Bryan Taylor and Bjorn
Algkvist.

At its inaugural meeting, the board elected Romesh Wadhwani as
chairman of the board.

About Intentia

Intentia is one of the world's leading suppliers of enterprise
applications and implementation services for the collaborative
business of today.

With a focus on industries like Distribution, Fashion,
Furniture, Automotive, Food and Beverage, MRO, Service and
Rental, Paper and Steel, Intentia's strength is unparalleled.

The Intentia suite of applications covers customer relationship
management, e-business, enterprise management, human resources
management, enterprise performance management, supply chain
management, value chain collaboration and Intentia Corporate
Exchange.

Intentia is a US400 million-revenue company with over 3,000
employees serving more than 3,500 customers via a global network
spanning some 40 countries. Intentia is a public company traded
on the Stockholm Stock Exchange (XSSE) under the symbol INT B.

Visit Intentia's Web site: http://www.intentia.com

CONTACT: INTENTIA INTERNATIONAL A.B.
         Bjorn Algkvist, CEO
         Phone:  +46-8-5552 5605
         Fax:    +46-8-5552 5999
         Mobile: +46-733-27 5605
         E-Mail: bjorn.algkvist@intentia.se

         Hakan Gyrulf, CFO
         Phone:  +46-8-5552 5825
         Fax:    +46-8-5552 5999
         Mobile: +46-733-27 5825
         E-Mail: hakan.gyrulf@intentia.se

         Thomas Ahlerup, Head of Corporate and Investor
         Relations
         Phone:  +46 8 5552 5766
         Fax:    +46 8 5552 5999
         Mobile: +46 733 27 5766
         E-Mail: thomas.ahlerup@intentia.se


SKANDIA INSURANCE: Invites Investors to Capital Markets Day
-----------------------------------------------------------
Skandia will be holding a Capital Markets Day for institutional
investors and financial analysts in London on March 1, 2004. The
purpose of the day is to bring you an in-depth briefing on the
company's operational targets, the individual divisions and its
country business units.  You will have the opportunity to meet
with Hans-Erik Andersson, President and CEO and key operational
management.

The Capital Markets Day will be held on:

Monday March 1, 2004 from 08:30- 12:15 when lunch will be served
at The Brewery Chiswell Street London E1Y 4SD

We hope you can attend and would be grateful if you could return
the fax reply form below to Sarah Hindmarsh.

Skandia will publish its year-end results on February 27, 2003.
Please note that the Group sales for 2003 will be published on
Monday February 16.

Kind regards

Harry Vos
Head of Investor Relations

PLEASE RETURN THIS FORM BY EMAIL OR FAX TO:

Sarah Hindmarsh at Morgan Stanley
Email: sarah.hindmarsh@morganstanley.com
Fax Number: + 44 (0)20 7425 6941

NAME:______________JOB
TITLE:________________________________________
COMPANY:___________EMAIL:___________________________
TEL:_______________SPECIAL DIETARY
REQUIREMENTS:_____________________

( ) I will attend the CMD ( ) I will not attend the CMD
( ) I will be staying for lunch ( ) I will be replaced by:

___________________________________

                              *****

Skandia senior managers were in recent months severely
criticized for "unsuitable and unethical" conduct in relation to
several controversial property transactions, suspect bonus
payments and accounting irregularities in the company.  The
issues prompted Chairman Bengt Braun to immediately resign, even
though the investigation did not make charges against him.

Skandia Group's cash flow has been negative for the first nine
months of 2003, in part due to one-off items.  However, Moody's
expects that Skandia's cash flow will move into balance during
the course of 2004.


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


CANARY WHARF: Silvestor Corrects CWG's Scheme Voting Calculation
----------------------------------------------------------------
Silvestor notes the clarification announcement made by CWG
Acquisition Limited on Monday.

For the avoidance of doubt, taking into account the intention of
Brascan and the Reichmann Interests to vote against the
Silvestor offer and the shares controlled by the Glick Entities
being ineligible to vote at the Court Meeting, and assuming that
no other shareholders vote against the higher Silvestor offer,
the shares required to vote in favor of the Silvestor offer at
the Court Meeting in order to approve the Scheme amount to
approximately 53.7% of the issued share capital of the Company
which is approximately 79.4% of the uncommitted share capital
eligible to vote.

Further details are set out in Appendix 1.
http://bankrupt.com/misc/CanaryWharf_Appendix.htm

Commenting on the Acquisition and the Scheme, Stephane Theuriau,
a Director of Silvestor, said: "We are confident that
shareholders will not allow Brascan to frustrate our higher
offer."

                              *****

CWG Acquisition said earlier: "Further to CWG Acquisition's
announcements of February 5, 2004, CWG Acquisition confirms that
the statement that Silvestor still requires approximately 95% of
the remaining Canary Wharf Shares eligible to vote at the Court
Meeting to vote in favor of its revised offer is based on the
assumption that all Canary Wharf Shareholders eligible to vote
do so in respect of all of their Canary Wharf Shares."

CONTACTS: MORGAN STANLEY
          Phone: +44 20 7425 5000

          ROTHSCHILD
          Mark Warham
          Brian Magnus
          Phone: +44 20 7280 5000

          HOARE GOVETT
          Alex Midgen
          Ben Davey
          Phone: +44 20 7678 8000

          TULCHAN COMMUNICATIONS
          Nigel Mills
          Ranald McGregor-Smith
          Phone: +44 20 7353 4200

          SMITHFIELD FINANCIAL
          Andrew Grant
          Katie Macdonald-Smith
          John Antcliffe
          Phone: +44 20 7360 4900


CLUBHAUS: Founder Gets Backing of Legal & General Ventures
----------------------------------------------------------
Legal & General Ventures, the insurer's private equity wing, is
backing a management buyout of Clubhaus by Charlie Parker, the
company's managing director and founder, according to The
Telegraph.

The offer for Clubhaus values the debt-laden golf between GBP56
million and GBP57 million.  Clubhaus would use all the money to
repay GBP40 million in bank debt.  It is expected that after an
estimated GBP2 million transaction costs, holders of GBP17.5
million of high-yield bonds and the ordinary shareholders will
be left with nothing.

The sale negotiation, which is to yet reach exclusivity, is
being handled by Close Brothers.  The talks are pitched well
below a recent valuation of the group's assets, which valued its
11 clubs at GBP71 million.

Clubhaus' troubles started after a GBP75 million writedown two
years ago.  As at September 30, 2003 Clubhaus had net debt of
GBP55.9 million (before deducting GBP1.0 million of unamortized
costs of issue).  This balance included approximately GBP15.9
million in respect of the High Yield Bonds.

CONTACT:  CLOSE BROTHERS CORPORATE FINANCE LIMITED
          Alka Bali
          David Riddell
          Phone: +44 (0)20 7655 3100


COOKIE COACH: Appoints Joint Administrators from KPMG
-----------------------------------------------------
Name of Company: Cookie Coach Limited

Nature of Business: Mechanical and Electrical Contractors and
                    Engineers

Trade Classification: 52240

Date of Appointment: January 23, 2004

Joint Administrators Receivers: KPMG
                                St. James Square
                                Manchester M2 6DS.
                                Receivers:
                                Paul Flint
                                Brian Green


COWLEY STRUCTURAL: Falls into Administration
--------------------------------------------
Company Name: Cowley Structural Timberwork Limited

Nature of Business: Manufacturing

Trade Classification: 09

Date of Appointment: January 26, 2004

Joint Administrators' Receivers: Kroll Limited
                                 5th Floor Airedale House,
                                 77 Albion Street,
                                 Leeds LS1 5AP
                                 Receivers:
                                 S C E Mackellar
                                 C P Holder


ESECURE BUSINESS: In Administrative Receivership
------------------------------------------------
Name of Company: Esecure Business Limited

Nature of Business: Software Consultancy and Supply

Trade Classification: 36

Date of Appointment: January 28, 2004

Joint Administrative Receivers:  Begbies Traynor
                                 1 & 2 Raymond Buildings,
                                 Gray's Inn, London WC 1R 5NR
                                 Receivers:
                                 Paul Michael Davis
                                 Timothy John Edwards Dolder

Company Address: 9 Carmelite Street,
                   London, EC4Y 0DR
                   United Kingdom
                   Phone: 020 7072 8540
                          020 7072 8545
                   Fax:   020 7072 8544
                   E-mail: info@esbgateway.com

                              *****

eSecure is a technology company and a provider of solutions for
managing and securing email, other forms of messaging and data
transfer, Web portals, and archiving.  The company's core
technology is the basis for worldwide standards and codes of
practice for managing data integrity and information stored
electronically.  eSecure software supplies centralizes
functionality and risk management tools to control policy for
secure and confidential messaging and data transmission over the
Internet and other networks.


EXCELL: Calls in Administrators from KPMG
-----------------------------------------
Accounting firm KPMG confirmed it is currently helping
Livingston-based biotech firm Excell sort out its troubles,
according to The Scotsman.  KPMG did not explain further the
reason for its appointment as administrators, but it is believed
QBiogene may have stifled the firm's ambitions for funds, the
report said.

Excell is engaged in developing its own treatments for cancer as
well as manufacturing drugs for European heavyweights.  The
company's creditors include Royal Bank of Scotland and Thermal
Transfer, an environmental control business based in East
Kilbride.


HEAT EXCHANGE: Appoints Tenon Recovery Administrative Receivers
---------------------------------------------------------------
Name of Company: Heat Exchange Industries Limited

Nature of Business: Industrial Heaters

Trade Classification: General Mechanical and Engineering

Date of Appointment of Joint Administrative Receivers:
January 29, 2004

Joint Administrative Receivers: Tenon Recovery
                                Sherlock House
                                73 Baker Street, London W1U 6RD
                                Receivers:
                                S R Thomas
                                T J Binyon

Company Address:  Osmaston Park Road
                  Derby, Derbyshire
                  DE24 8BT
                  Phone:  01332296880
                  Fax: 01332 371407
                  Web site: www.hei.co.uk

                              *****

Heat Exchange Industries Ltd. is a privately owned business that
came under the control of its current management in 1991.
Formed in 1908, the company specializes in the design and
manufacture of extended surface heat exchangers, providing
cooling solutions primarily for the Power generation and
distribution industries.  Preeminent in its field, the company
now serves a global market from its manufacturing base in Derby,
U.K. and is approved by the leading power generation players,
including GE, ABB, Alstom, Siemens and many more.


IMPERIAL CHEMICAL: Trading Improves, But Profit Remains Down
------------------------------------------------------------
John McAdam, Chief Executive, commented on the group unaudited
results for the fourth quarter and full year 2003:

"Profit performance for the year was unsatisfactory, but
nevertheless, operating cash flow improved significantly.
Trading did, however, improve in the fourth quarter relative to
the first nine months, and the demand outlook appears to be more
encouraging, particularly in North America.  That said, good
overall cost control and successful execution of our
restructuring plans continue to be essential.  We remain
committed to improving trading margins and profits, and making
progress in 2004 towards our strategic plan targets, despite
uncertainty over raw material costs."

Further information

(a) References to 'comparable' performance exclude the effect of
    currency translation differences and the impact of
    acquisitions and divestments on the results reported by the
    International Businesses.  The International Businesses
    comprise the Group's National Starch, Quest, Performance
    Specialties and Paints businesses.  All references to the
    Group's performance are "as reported".  "As reported"
    numbers include the effects of currency translation,
    acquisitions and divestments.

(b) Trading profit, profit before tax, net profit and earnings
    per share figures are quoted before goodwill amortization
    and exceptional items throughout this statement unless
    otherwise stated.

To see group financial review:
http://bankrupt.com/misc/ImperialChemical_Financials.htm

Trading performance (before goodwill amortization and
exceptional items)

Comparable sales for the International Businesses were 4% ahead
for the quarter, with growth for National Starch (+8%) and
Paints (+5%) more than offsetting lower sales for Quest (-3%)
and Uniqema (-2%).  Strong growth continued in both Asia (+9%)
and Latin America (+23%), and North America returned to growth
(+3%). European sales were slightly lower (-1%).

Regional and Industrial reported sales for the quarter were 45%
below last year, mainly due to the absence of nil margin sales.
And with adverse impacts from exchange rate movements and the
effect of business divestments, reported sales for the Group for
the quarter were 4% below 2002.

For the year, comparable sales for the International Businesses
were 2% ahead.  Group sales as reported were GBP5,849 million,
5% lower than 2002, as a consequence of business divestments,
principally Synetix, adverse impacts from foreign currency
translation, and lower sales for the Regional and Industrial
businesses.

Comparable trading profit for the International Businesses for
the quarter was 2% below 2002.  Paints delivered 15% growth and
Quest was in line with last year.  However, Uniqema had another
difficult quarter (-67%), and National Starch performance
continued to be impacted by high raw material costs and other
fixed cost increases, and its comparable trading profit was 9%
lower.

Regional and Industrial reported a GBP5 million trading loss for
the quarter, compared with a GBP3 million loss last year.  With
the adverse impact of exchange rate movements and business
divestments, Group trading profit for the quarter was GBP106
million, 8% below last year.

For the year, Paints delivered comparable trading profit growth
of 10%.  National Starch (-10%), Quest (-36%) and Uniqema (-71%)
were, however, all below last year.

Regional and Industrial reported a GBP25 million trading loss
for the year, GBP15 million below 2002, due to a GBP26 million
increase in the full year charge for U.K. pension costs,
resulting from the triennial valuation of the ICI Pension Fund.
With the impact of divestments in Performance Specialties and
adverse effects from foreign currency translation, Group trading
profit for the year was GBP430 million, 19% below 2002.

Net interest costs for the quarter, at GBP21 million including
GBP2 million of once off benefits, were GBP7 million lower, and
profit before tax was consequently GBP86 million, 2% below last
year.  For the year, the Group's trading profit shortfall was
partly offset by a reduction in the Group's share of losses from
associates - largely the consequence of the absence of 2002
losses from both Huntsman International and Irish Fertilizer
Industries - and, with full year net interest costs remaining
well below last year, Group profit before tax was GBP341 million
for the year, GBP59 million below 2002.

Taxation on profits before exceptional items was GBP99 million
for the year, reflecting an effective tax rate of 29%, unchanged
from 2002.  Net profit was GBP55 million for the quarter, GBP1
million below last year, and GBP219 million for the year, GBP45
million below 2002.  Earnings per share were consequently 4.6p
for the quarter, in line with last year, and 18.5p for the year
(2002: 23.7p).

To see group financial review:
http://bankrupt.com/misc/ImperialChemical_Financials.htm

Basis of presentation:

Imperial Chemical Industries (ICI) management believes that the
information presented in the table above provides useful
financial information relating to the performance of the
continuing operations of the Group.  This should not be
considered as an alternative, but as supplementary to the full
U.K. GAAP Profit and Loss account presented in Appendix I.
Further explanation of the basis of presentation is
included in Appendix VII.

(a) ICI management refers to National Starch, Quest, Performance
    Specialties and Paints, collectively as the International
    Businesses.

(b) Trading profit, profit before tax, net profit and earnings
    per share figures are quoted before goodwill amortization
    and exceptional items throughout this statement unless
    otherwise stated.

** After goodwill amortization (Q4 - 2003: GBP9 million; 2002:
GBP9 million; Full year - 2003: GBP36 million; 2002: GBP37
million) and exceptional items (Q4 - 2003: GBP65 million loss;
2002: GBP54 million loss; Full year - 2003: GBP163 million loss;
2002: GBP48 million loss).

GROUP FINANCIAL REVIEW

Trading performance (before goodwill amortization and
exceptional items)

Comparable sales for the International Businesses were 4% ahead
for the quarter, with growth for National Starch (+8%) and
Paints (+5%) more than offsetting lower sales for Quest (-3%)
and Uniqema (-2%).  Strong growth continued in both Asia (+9%)
and Latin America (+23%), and North America returned to growth
(+3%). European sales were slightly lower (-1%).

Regional and Industrial reported sales for the quarter were 45%
below last year, mainly due to the absence of nil margin sales.
And with adverse impacts from exchange rate movements and the
effect of business divestments, reported sales for the Group for
the quarter were 4% below 2002.

For the year, comparable sales for the International Businesses
were 2% ahead.  Group sales as reported were GBP5,849 million,
5% lower than 2002, as a consequence of business divestments,
principally Synetix, adverse impacts from foreign currency
translation, and lower sales for the Regional and Industrial
businesses.

Comparable trading profit for the International Businesses for
the quarter was 2% below 2002.  Paints delivered 15% growth and
Quest was in line with last year.

However, Uniqema had another difficult quarter (-67%), and
National Starch performance continued to be impacted by high raw
material costs and other fixed cost increases, and its
comparable trading profit was 9% lower.

Regional and Industrial reported a GBP5 million trading loss for
the quarter, compared with a GBP3 million loss last year.  With
the adverse impact of exchange rate movements and business
divestments, Group-trading profit for the quarter was GBP106
million, 8% below last year.

For the year, Paints delivered comparable trading profit growth
of 10%.  National Starch (-10%), Quest (-36%) and Uniqema (-71%)
were, however, all below last year.

Regional and Industrial reported a GBP25 million trading loss
for the year, GBP15 million below 2002, due to a GBP26 million
increase in the full year charge for U.K. pension costs,
resulting from the triennial valuation of the ICI Pension Fund.
With the impact of divestments in Performance Specialties and
adverse effects from foreign currency translation, Group trading
profit for the year was GBP430 million, 19% below 2002.

Net interest costs for the quarter, at GBP21 million including
GBP2 million of once off benefits, were GBP7 million lower, and
profit before tax was consequently GBP86 million, 2% below last
year.  For the year, the Group's trading profit shortfall was
partly offset by a reduction in the Group's share of losses from
associates-largely the consequence of the absence of 2002 losses
from both Huntsman International and Irish Fertilizer Industries
- and, with full year net interest costs remaining well below
last year, Group profit before tax was GBP341m for the year,
GBP59 million below 2002.

Taxation on profits before exceptional items was GBP99 million
for the year, reflecting an effective tax rate of 29%, unchanged
from 2002.  Net profit was GBP55 million for the quarter, GBP1
million below last year, and GBP219 million for the year, GBP45
million below 2002.  Earnings per share were consequently 4.6p
for the quarter, in line with last year, and
18.5p for the year (2002: 23.7p).

                                             Full Year
                                         2003            2002
                                         GBPm              GBPm
Operating cash flow

Trading profit before goodwill
amortization and exceptional items           430            533
Depreciation                                 191            196
Earnings before Interest,
Tax, Depreciation and
Amortization ('EBITDA')                      621            729
Movement in working capital                 (16)             13
Capital expenditure                        (154)           (219)
Other items including exceptional
outflows against restructuring
provisions                                 (36)            (89)

Operating cash flow after capital
expenditure -
Total Group1                                 415             434
Interest and tax excluding
tax on divestments                         (112)          (191)
Dividends paid                              (100)          (127)
Acquisitions                                 (10)           (17)
Net operating cash
inflow / (outflow) -
Total Group                                   193            99

Reshaping and legacy cash flows
Divestment proceeds from
sale of assets and businesses                231           458
Tax paid on divestments                        (7)           (8)
Payments against divestment provisions       (111)         (133)
Special top-up pension payment                (30)          (30)
Loans to associates and other investments     (10)          (37)
Net cash inflow / (outflow)
due to reshaping and legacy items              73           250

Movement in net debt
Opening net debt                         (1,667)         (2,917)
Net operating cash inflow / (outflow)        193              99
Net cash inflow / (outflow)
due to reshaping and legacy
items                                        73             250
Cash inflow / (outflow) before financing     266             349
Net proceeds from Rights Issue                               807
Non cash movements in net debt
arising on foreign
currency translation                         75              94
Total movement in net debt                   341           1,250
Closing net debt                         (1,326)         (1,667)

Cash flow - Basis of presentation

This analysis of Group cash flow distinguishes between cash
flows relating to operating activities and those related to
portfolio reshaping and legacy issues.  Included within
'reshaping and legacy' are gross proceeds from divestments, cash
expenditures following divestments (including tax paid and
payments against divestment provisions, which, in some cases,
will continue for a number of years), and the top-up payments to
the ICI U.K. Pension Fund.  ICI believes this presentation
provides important financial information relating to the
continuing operating activities of the Group and the cash flows
relating to the divestment program and the transformation of the
Group.  This should not be considered as an alternative, but as
supplementary to the presentation of cash flows in accordance
with UK GAAP included in Appendix IV.

Operating cash flow

The Group's net operating cash flow for the year improved
significantly from 2002.

Despite earnings before interest, tax, depreciation and goodwill
amortization of GBP621 million, GBP108 million below 2002,
reduced capital expenditure and lower exceptional outflows
resulted in operating cash flow after capital expenditure of
GBP415 million, only GBP19 million below 2002.  With interest
and tax payments (excluding tax on divestments) reduced to
GBP112 million (2002: GBP191 million), and lower dividend
payments and acquisition expenditure, the Group generated a 2003
net operating cash inflow of GBP193 million, GBP94 million
better than for 2002.

Reshaping and legacy cash flows

The completion of the sale of the Group's interests in Huntsman
International Holdings, with gross proceeds of GBP173 million
received in the second quarter, was the major contributor to
overall 2003 divestment proceeds of GBP231 million, GBP227
million below 2002.  However, this more than offset payments
against divestment provisions of GBP111 million (2002: GBP133
million), the GBP30 million top-up of the U.K. Pension Fund and
GBP10 million of loans to Ineos Chlor.  Consequently, the 2003
cash inflow on reshaping and legacy items was GBP73 million
(2002: GBP250 million).

Movement in net debt

Cash flow before financing for the year, at GBP266 million, was
GBP83 million lower than for 2002.  With a favorable exchange
rate translation impact of GBP75 million, year end net debt
reduced by GBP341 million, to GBP1,326 million.

Exceptional Items

                             Fourth Quarter      Full Year
                           2003     2002        2003   2002
                          GBPm       GBPm       GBPm     GBPm
Exceptional operating
items in trading profit  (101)        -         (200)     -
Profit/(loss) on sale
or closure of operations  15         43           32     50
Profit/(loss) on
disposal of fixed assets   3         (2)           5      3
Provision in respect
of own shares              -         -           (57)     -
Write off of investments   -        (99)           -    (99)
Exceptional items before
tax and minority
interests                 (83)      (58)        (220)   (46)
Taxation                   19         7           58      4
Minority interests        (1)        (3)          (1)    (6)
Exceptional items
after tax and minority
interests                (65)       (54)        (163)   (48)

Exceptional operating items for the quarter-included GBP95
million related to the restructuring programs announced with the
first quarter and half year results.

The total charge for the programs announced in 2003 is now
expected to be some GBP219 million, made up of GBP157 million
exceptional cash expenditure and non-cash asset write-downs of
GBP62 million.  A total of GBP201 million has been recorded in
2003, with the remaining GBP18 million expected to be accounted
for during 2004.  So far the programs are progressing
satisfactorily.

Also included in exceptional operating items for the quarter is
an GBP11 million write-down of fixed assets in Quest following a
review of the strategic direction of future ERP systems
development.  The review concluded that parts of the system
developed during the Q-Star project in 2001 and 2002 will not be
deployed.  Consequently, the costs for those parts have been
written-off.

Exceptional profits on sale or closure of operations for the
fourth quarter included a profit on sale of the Group's
explosives business in India and a number of provision releases
in relation to prior year divestments.

After tax and minority interests, exceptional items amounted to
a loss of GBP65 million for the quarter.

Exceptional items for the year amounted to a loss of GBP163
million and, in addition to the items described above, included
a profit before tax of GBP50 million in relation to the
completion of the sale of the Group's interests in Huntsman
International Holdings, a GBP19 million loss on sale of National
Starch's Permabond business, a charge of GBP30 million in
relation to the re-financing package for Ineos Chlor, and a
number of provision releases related to prior year divestments
that were partly offset by an increased provision for costs in
relation to the divestment of the Polyurethanes, Tioxide and
selected Petrochemicals businesses.

The provision of GBP57 million in respect of own shares related
to ICI shares, which it is committed to buy under forward
contracts to hedge employee share options.  The Group has
elected to early adopt UITF 38 'Accounting for ESOP Trusts', and
as a consequence, the amount provided has been restated from the
GBP76 million recorded in the first quarter.

Net profit and earnings per share

Net profit after goodwill amortization and exceptional items for
the year was GBP20 million, compared with GBP179 million for
2002.  Earnings per share after goodwill amortization and
exceptional items were 1.7p compared to 16.1p for 2002.

SEGMENT INFORMATION
                          Fourth Quarter        Full Year
                         2003     2002          2003    2002
                        GBPm       GBPm        GBPm      GBPm
Sales
National Starch         477        453        1,866     1,841
Quest                   169        174          691       716
Performance
Specialties*            162        172          669       804
Paints                  504        493        2,163     2,182
International
Businesses            1,312      1,292        5,389     5,543
Regional and
Industrial               97        176          481       615
Eliminations             (7)        (8)         (21)      (33)
Total Group           1,402       1,460        5,849     6,125

EBITDA (defined in Appendix VIII)

National Starch           70        74          266       294
Quest                     17        17           70       100
Performance
Specialties*               8        12           32        78
Paints                    56        54          251       240
International
Businesses               151       157          619       712
Regional and
Industrial                 2         4            2        17
Total Group              153       161          621       729

Trading Profit (before goodwill amortization and exceptional
items)
National Starch           54       58           199       224
Quest                     11       13            45        82
Performance
Specialties*               1        6            8         49
Paints                    45       41          203        188
International
Businesses               111      118          455        543
Regional and
Industrial               (5)      (3)          (25)       (10)
Total Group              106      115           430        533

* Performance Specialties trading results for 2002 include the
results of the Synetix and Security Systems businesses, which
were sold last year.

Consequently, the 2003 results comprise only Uniqema.

The results presented in the financial table above and in the
tables in the following section are in pounds sterling and are
'as reported'.  'As reported' numbers include the effects of
currency translation, acquisitions and divestments and are
quoted before accounting for goodwill amortization and
exceptional items.  Unless otherwise stated, the commentary on
pages 8 through 11, for the International Businesses (National
Starch, Quest, Performance Specialties and Paints) refers to
performance measured on a 'comparable' basis, which exclude the
effect of currency translation differences and the impact of
acquisitions and divestments, and are quoted before accounting
for goodwill amortization and exceptional items.  Reconciliation

between 'as reported' and 'comparable' performance are shown in
Appendix V. Further explanations in respect of the Group's
segmentation and references to comparable performance are set
out in Appendix VII.

OPERATIONAL REVIEW

National Starch

    4th Quarter                              Full Year
2003 2002 Reported Comparable  2003 2002 Reported  Comparable
GBPm GBPm   %        %        GBPm  GBPm       %        %
477  453    5        8  Sales 1,866 1,841      1        4
54   58   (7)      (9) Trading 199   224    (11)     (10)
                         Profit

'Comparable' performance percentages exclude the effect of
currency translation differences and the impact of acquisitions
and divestments.

National Starch comprises four distinct business groupings;
Adhesives (41% of National Starch's sales in 2003), Specialty
Starches (26%), Specialty Synthetic Polymers (20%) and
Electronic and Engineering Materials (13%).  The geographic
split of sales by customer location for National Starch in 2003
was Europe 27%, North America 41%, Asia 26% and Latin America
and Rest of World 6%.

National Starch delivered 8% sales growth for the quarter. All
businesses and regions contributed, with the most notable
performances in Asia and North America.  However, despite the
top-line growth, trading profit was 9% below 2002 as gross
margin percentages remained below last year, and utility charges
in the U.S. and other fixed costs were higher.

For the full year, sales were 4% ahead, with growth in all
regions, and Asia and Latin America particularly strong.
However, the impact of higher raw material costs, higher utility
costs in the U.S., and other fixed cost increases resulted in
10% lower trading profit.

Adhesives sales for the quarter were 6% ahead of last year.  All
regions were up, with growth in China, Brazil and Mexico
particularly strong, and a significant improvement in North
America.  However, gross margin percentages remained below last
year, contributing to slightly lower trading profit for the
quarter.  For the full year, sales were 3% ahead.  Despite good
control of fixed costs, significantly higher raw material costs
resulted in 2003 trading profit well below 2002.

Specialty Starch sales were 7% ahead for the quarter and 6% up
for the year.  Good performances continued in North America,
Asia and Latin America, and Europe was also up for the quarter.
Gross margin percentages for the quarter were below last year,
largely due to higher freight costs, and the business continued
to be significantly impacted by higher utility costs in the US
and other fixed cost increases.  Trading profit was well below
last year for both the quarter and full year.

Specialty Synthetic Polymer sales for the quarter were 12%
ahead, with strong growth for all businesses and across all
regions.  The Elotex and Alco businesses performed particularly
well, and emulsion sales in the U.S. and China were strong.
Gross margin percentages improved from previous quarters but
remained below last year due to higher raw material costs, and
trading profit for the quarter was ahead.  For the full year,
sales were 6% ahead, but with the impact of higher raw material
costs, trading profit was well below last year.

Electronic and Engineering Materials had a strong finish to the
year with 10% sales growth for the quarter.  Ablestik and
Emerson & Cuming delivered very strong performances although
Acheson sales remained below last year.  Gross margin
percentages were slightly lower, but despite higher fixed costs,
trading profit was above last year.  For the full year, sales
were 3% ahead and trading profit was also up.

Quest
4th Quarter                           Full Year
2003 2002 Reported Comparable  2003   2002 Reported   Comparable
GBPm GBPm   %            %     GBPm   GBPm   %            %

169  174   (3)       (3) Sales 691    716   (3)          (3)
11  13    (15)       -  Trading 45     82  (45)          (36)
                         Profit

'Comparable' performance percentages exclude the effect of
currency translation differences and the impact of acquisitions
and divestments.

Quest comprises two major strategic businesses: Fragrances (40%
of Quest's sales in 2003) and Food (60%).  The geographic split
of sales for Quest by customer location in 2003 was Europe 40%,
North America 26%, Asia 18% and Latin America and Rest of World
16%.

Quest sales for the quarter were 3% below last year with
shortfalls in both Food and Fragrance.  There were good
performances in North America and Latin America, but sales in
Europe and Asia were lower.  Comparable trading profit was in
line with last year for the quarter however, due in part to the
absence of once off costs that impacted the final quarter of
2002.

For the year, sales were also 3% lower.  With lower gross margin
percentages, comparable trading profit was 36% below 2002.

Food sales for the quarter were 4% below last year.  Good growth
in North America was offset by 10% lower sales in Europe.  Gross
margin percentages were ahead of Q4 last year, however, and
fixed costs were lower, due in part to the absence of once-off
costs and initial benefits from the restructuring programs
announced earlier in 2003.  Consequently, trading profit for the
quarter was well ahead.

For the year, Food sales were 4% lower.  Trading profit was well
below 2002, impacted by business lost earlier in the year, and
higher fixed costs during the first half.

Fragrance sales were 1% below last year for the quarter.  North
America performed well, but sales in Europe and Asia were lower.
Growth in fabrics and in sales of fragrance ingredients was
offset by lower sales in household and fine fragrances, where
market conditions remained relatively depressed.  With less
favorable product mix, gross margin percentages also remained
below last year.

Consequently, despite lower fixed costs, trading profit for the
quarter was well below last year.

For the year, Fragrance sales were 1% below 2002.  With gross
margin percentages also lower, trading profit was well below
last year.

Performance Specialties

4th Quarter                         Full Year
2003 2002 Reported  Comparable 2003 2002   Reported   Comparable
GBPm GBPm    %         %       GBPm GBPm       %            %
162  172    (6)      (2) Sales 669  804      (17)      (2)
1      6   (83)   (67) Trading    8  49      (84)     (71)
                       Profit


'Comparable' percentages exclude the effect of currency
translation differences and the impact of acquisitions and
divestments.

The reported sales and trading profit for Performance
Specialties for the fourth quarter and full year of 2002 include
the results of the Synetix business, which was sold in the
fourth quarter last year.  The 2003 results for Performance
Specialties comprise only Uniqema.  The results for Uniqema
alone are presented below.

Uniqema
4th Quarter                          Full Year
2003 2002 Reported Comparable  2003 2002  Reported   Comparable
GBPm GBPm  %            %      GBPm GBPm     %            %
162  161   1           (2)Sales 669 669    -           (2)
  1    4  75)       (67)Trading   8  28   (71)         (71)
                         Profit

The geographic split of sales for Uniqema by customer location
in 2003 was Europe 50%, North America 29%, Asia 15% and Latin
America and Rest of World 6%.

Uniqema sales were 2% lower for the quarter, with continued
demand weakness and lower sales volumes of fatty acids in Europe
and the Americas offsetting the benefits of price increases.
The relative strength of the Euro against the U.S. dollar also
adversely impacted gross margins by an estimated GBP2 million
for the quarter, and despite very good fixed cost control and
benefits from restructuring, Uniqema delivered a trading profit
of only GBP1 million for the quarter, GBP3 million below last
year.

For the year as a whole, comparable sales for Uniqema were 2%
lower.  Reported trading profit of GBP8 million was GBP20
million below 2002.

Paints

4th Quarter                                 Full Year
2003  2002 Reported Comparable 2003 2002  Reported   Comparable
GBPm  GBPm   %          %      GBPm  GBPm     %            %
504   493    2         5 Sales 2,163 2,182   (1)          2
45    41   10        15 Trading 203   188    8          10
                         Profit

'Comparable' performance percentages exclude the effect of
currency translation differences and the impact of acquisitions
and divestments.

The Paints business comprises two main businesses: the
Decorative business (91% of Paints' sales in 2003) and Packaging
Coatings (8%) with other businesses 1%.  The geographic split of
sales for Paints by customer location in 2003 was Europe 36%,
North America 42%, Asia 13% and Latin America and Rest of World
9%.

Paints had another good quarter, delivering comparable sales and
trading profit growth of 5% and 15%, respectively.

For the full year, comparable sales were 2% ahead, with growth
in Europe, Asia and Latin America.  Trading profit of GBP203
million was 10% ahead of last year on a comparable basis, and
trading margins rose by 0.8% to 9.4%.

In Decorative Europe, sales recovered from the relatively weak
third quarter and were 2% above last year.  U.K. Retail, France,
Poland and Ireland performed well, although Germany remained
weak.  Restructuring benefits also contributed to a significant
growth in trading profit for the quarter.  For the year, sales
growth was 1% and trading profit was also ahead.

Decorative North American sales for the quarter were 1% below
last year and 2% lower for the year.  However, with the benefits
of restructuring and other cost reduction activities, trading
profit was ahead of last year for both the quarter and the year.

In Decorative Latin America, sales were 36% ahead of last year
for the quarter, with strong growth in Brazil, Argentina and
Uruguay.  Nevertheless, local currency appreciation impacted
fixed costs, and trading profit was consequently similar to last
year.  For the year, both sales and trading profit were
significantly ahead of a difficult 2002.

The year ended strongly in Decorative Asia.  Sales were 16%
ahead for the quarter, with notable performances in China,
Vietnam and India.  For the year, 12% sales growth was
delivered.  Despite continued investment in the region to
support growth, significant trading profit growth was achieved
for both the quarter and the year.

The Packaging Coatings business had a good fourth quarter,
delivering 10% sales growth with a particularly strong
performance in the beer and beverage sector in Europe.  Trading
profit was well ahead of last year.  For the year, sales were 5%
ahead, and despite the continued impact of higher raw material
costs and adverse mix, trading profit was also above last year.

Regional and Industrial

4th Quarter                               Full Year
2003  2002  Reported               2003     2002    Reported
GBPm GBPm     %                    GBPm    GBPm        %
97   176    (45)    Sales          481      615      (22)
(5)   (3)    (67)    Trading Profit(25)     (10)     (150)

The Regional and Industrial segment comprises the Group's
Regional businesses (of which the largest operation is the pure
terephthalic acid ('PTA') business in Pakistan) and some ongoing
residual activity in the U.K. relating to legacy management.
The geographic split of sales for Regional and Industrial by
customer location in 2003 was Europe 16%, North America 2%, Asia
71% and Latin America and Rest of World 11%.

Sales for the Regional and Industrial businesses for the
quarter, as reported, were 45% below last year, largely due to
the absence of nil margin sales (2002: GBP62 million) and the
impact of the divestment of the India Explosives business during
the quarter. Sales were ahead for Pakistan PTA and the other
businesses in Pakistan, but were lower for the other Indian
businesses, and in Argentina.

The reported trading loss for the quarter was GBP5 million,
compared to a GBP3 million trading loss last year.  The loss for
the quarter included a GBP12 million charge for pension costs in
relation to the U.K. Pension Fund, GBP8 million higher than for
2002.

For the year, sales, as reported, of GBP481 million were 22%
below last year, largely due to lower nil margin sales (2003:
GBP55 million vs. 2002: GBP209 million), but 17% higher
excluding the effect of nil margin sales and divested
businesses.  The reported trading loss for the year was GBP25
million, compared with a GBP10 million loss last year, and
included a GBP26 million increase in the charge for pension
costs following the triennial valuation of the U.K. Pension Fund
conducted earlier in the year.

ADDITIONAL INFORMATION

FRS 17 Retirement Benefits

The Group continues to report on employee retirement benefits in
accordance with SSAP 24 Accounting for Pension costs.  However,
additional analysis is also provided in accordance with FRS17.
This Standard sets out revised requirements for the accounting
and disclosure of an employer's retirement benefit obligations
and related funding.  Although none of the amounts calculated in
accordance with this Standard are required to be recognized in
the primary statements until accounting periods beginning on or
after January 1, 2005, full disclosure is being made, by way of
note.  The net recognized deficit and the net liability (after
deferred tax) for 2002 and 2003 are presented below, analyzed
into their main components, and distinguishing between the
funded retirement benefit schemes and the unfunded schemes.

Analysis of net
recognized (deficits) of major           2003      2002
Pension and post
retirement healthcare schemes           GBPm        GBPm

Funded schemes
ICI UK Pension Fund                     (432)     (257)
Other funded pension schemes            (289)     (307)
Total funded schemes                    (721)     (564)

Unfunded schemes
Pension schemes                          (77)      (75)
Post retirement
healthcare schemes                      (192)     (175)
Total unfunded schemes                  (269)     (250)
Net recognized (deficit)                (990)     (814)
Deferred tax asset                       122       126
Net liabilities                         (868)     (688)

DIVIDEND

The Board has declared a second interim dividend of 3.5p per
GBP1 Ordinary Share, which the Annual General Meeting will be
asked to confirm as the final dividend for 2003, payable on
April 16, 2004 to members of the register on March 5, 2004.
This, together with the first interim dividend of 2.75p, gives a
total cash dividend of 6.25p for the year.

This is consistent with the policy announced in November 2000
whereby annual dividends are expected to be equivalent to about
one third of net profit before goodwill amortization and
exceptional items.

ANNUAL REPORT AND ACCOUNTS

The Group's Annual Report and Accounts and its Annual Review for
2003 will be available at the Company's registered office from
March 9, 2004 and copies will be dispatched to shareholders
thereafter.

ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held on May
26, 2004 at the Queen Elizabeth II Conference Centre, Broad
Sanctuary, Westminster, London SW1.

NEXT ANNOUNCEMENT
Trading results for the first quarter of 2004 will be announced
on April 29, 2004

Imperial Chemical Industries PLC
ICI Group Headquarters
20 Manchester Square
London W1U 3AN


INVENSYS PLC: Posts Circular Relating to Refinancing Plan
---------------------------------------------------------
A copy of the Circular to Shareholders re Placing and Open Offer
and Share Capital Subdivision and Notice of Extraordinary
General Meetinghas been submitted to the U.K. Listing Authority
and will shortly be available for inspection at the U.K. Listing
Authority's Document Viewing Facility which is situated at:
Financial Services Authority, 25 The North Colonnade, Canary
Wharf, London E14 5HS, Phone 020 7066 1000.

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');

(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.

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


WELCOME BREAK: Remains on Watch Negative Pending Refinancing
------------------------------------------------------------
Fitch Ratings continues to maintain all Welcome Break Finance
PLC's notes on Rating Watch Negative following announcements
made by the company over the last two weeks regarding a
potential refinancing and the provision of conditional support
from Investcorp S.A. if the refinancing proposal is not accepted
by noteholders.

Welcome Break Finance PLC, the issuer in this whole business
securitization, issued a press release on January 26, 2004
announcing refinancing proposals and stating that audited
unqualified accounts of Welcome Break Group Limited (the
borrower in the transaction) had been filed with the
transaction's security trustee.  The accounts were prepared on a
"going concern" assumption, but also assumed that if the
proposed refinancing was not accepted the conditions precedent
of support from Investcorp S.A. would be met.

One condition precedent was that the issuer would be put into
administration or administrative receivership.  That the
accounts were prepared on a going concern basis, and an
unqualified audit report signed by auditors
PricewaterhouseCoopers, indicates that the directors of Welcome
Break Group Limited would have received legal advice supporting
the view that the issuer would be capable of being put into
administration or administrative receivership.

Fitch has initiated contact with the directors of the issuer in
an attempt to obtain an explanation of their analysis on this
point, and clarification of other issues.  The agency has been
informed that the directors are continuing to consider the
position and that consideration includes the obtaining of legal
advice from Lovells, who were recently appointed as legal
advisers to the issuer. The agency understands that currently no
conclusion has been reached by the issuer on the question of
whether it would be possible to place the issuer into
administration or administrative receivership.

Typically, in secured loan securitization, the issuer is not
expected to enter administration, and is structured to be
bankruptcy remote by, for example, making junior notes
deferrable, ensuring sufficient liquidity is available to enable
liabilities to be paid as they fall due, preventing creditors
from arising and including non-petition covenants.  The agency
is therefore interested in the assumption made by Welcome Break
that it may be possible for the issuer to be the subject of an
administration order, or for an administrative receiver to be
appointed over the issuer.

A move by the directors to appoint an administrator would likely
result in the security trustee acting to block such appointment
by appointing an administrative receiver (working on behalf of
the securitization noteholders) over the issuer instead.  This
would cause the issuer's liquidity facility to cease to be
available, potentially threatening timely payments on the notes.
Furthermore, under the terms of the transaction's documentation,
the Class A noteholders would then have the ability to
accelerate and lock out payments to junior notes until the
seniors are redeemed in full.  An administration or
administrative receivership of the issuer would make it easier
for Welcome Break Group Limited to achieve a refinancing since
it could be negotiated with the administrator or administrative
receiver, and accepted by a simple majority of the Class A
noteholders, in contrast with the 75% of each class required
now.

The refinancing proposal published on January 29, 2004 offers
GBP970 per GBP1,000 of principal to the Class A noteholders, and
GBP450 per GBP1,000 of principal to the Class B noteholders.
The redemption premium due to the Class A3 noteholders would not
be paid, although interest accrued to March 1, 2004, the
interest payment date, would be.  However, under the terms of
the proposal, the issuer would have the ability to defer the
payment of both interest and principal until March 15, 2004,
meaning that the timeliness of the payment may be in jeopardy,
as well as the payment of interest accrued after March 1, 2004.
The refinancing document states that additional equity of up to
GBP9.3million may be available if discussions with noteholders
indicated that this was necessary to ensure the refinancing
proceeds.  This may result in the Class A noteholders receiving
par, although it may be apportioned to the Class B notes.

An interesting point contained in the proposal was that a third
party had approached Welcome Break Group Limited with a
preliminary interest in pursuing an alternative refinancing.
While this was dismissed by Welcome Break Group Limited, further
information has been sought by the directors of Welcome Break
Finance PLC.  Fitch understands that details of the proposal
were communicated to the Class A noteholders in a meeting Friday
morning.

In its more detailed analysis of the possible scenarios, Fitch
has identified a potential problem with the way the liquidity
facility limit definition is drafted that will restrict the
liquidity facility to approximately GBP26 million.  This is
because the liquidity facility limit is calculated with
reference only to the three highest consecutive quarterly
principal payments plus the interest due on those payments,
rather than the three highest consecutive principal and interest
payments.  The facility is therefore restricted to an amount
equivalent to approximately two quarters' debt service once full
amortization of the notes commences rather than three quarters'
debt service as was apparently intended.  The agency also notes
that should the borrower default, the overdraft facility of
GBP10 million is likely to cease to be available, and ranks
senior to payments on the issuer-borrower loan, thereby
restricting available cash flow to the issuer until the
overdraft is repaid.  Fitch understands that the overdraft is
close to being fully drawn.  The agency believes that cash flow
and liquidity available to the issuer would enable timely
payments on the notes to be made for more than a year if the
borrower defaults, enabling an administrative receiver to sell
the business and distribute the proceeds to noteholders without
timely payments on the notes being in jeopardy.

Welcome Break Finance PLC is a whole business securitization of
23 of the company's U.K. motorway service areas. Its notes are
rated as:

GBP72 million Class A1 secured floating-rate notes due 2007:
'BB'; GBP110 million Class A2 secured floating-rate notes due
2011: 'BB'; GBP127 million Class A3 secured notes due 2015:
'BB'; GBP5.5 million revolving facility: 'BB'; and GBP67 million
Class B secured floating-rate notes due 2017: 'CC'.

All notes remain on Rating Watch Negative pending clarification
of the implications of the refinancing proposal being accepted
or rejected.  Should a principal loss or lack of timely payments
appear likely, it is possible all notes will be downgraded.
Welcome Break's reported EBITDA for the year to the end of
September 2003 was GBP38.1 million, significantly below
management's original projections.

Fitch would like to see an explanation from the issuer whether,
and why, it believes that if the refinancing does not proceed,
its directors will have to seek to put the issuer into
administration.  Fitch will issue further updates when more
information is available.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                Shareholders  Total    Working
                                   Equity     Assets   Capital
                        Ticker     (US$MM)    (US$MM)   (US$MM)
                        ------   -----------  ------   --------
AUSTRIA
-------
Libro A.G.                          (111)         174     (182)


BELGIUM
-------
Real Software             REAL      (110)         216      (10)


CZECH REPUBLIC
--------------
Ceskomoravska Kolben &
   Danek Praha Holding               (89)         192    (2,186)

DENMARK
-------
Elite Shipping                       (28)         101        19

FRANCE
------
Banque Nationale
   de Paris Guyane                   (41)         352       N.A.
BSN Glasspack                       (101)       1,151       179
Bull S.A.                 BULP      (760)         893      (130)
Compagnie Francaise de
   l'Afrique Occidentale             (65)         256        21
Cofidur S.A.                          (5)         102        19
Dollfus-Mieg & Co.        DOLP        (0)         187        28
European Computer System            (110)         682       377
France Telecom                      (180)     111,959       311
Grande Paroisse S.A.                (927)         629       330
Immobiliere Hoteliere                (68)         233        29
Pneumatiques Kleber S.A.             (34)         480       139
SDR Picardie                        (135)         413       N.A.
Soderag                               (3)         404       N.A.
Sofal S.A.                          (305)       6,619       N.A.
Spie-Batignolles                     (16)       5,281        75
St Fiacre (FIN)                       (1)         111       (33)
Trouvay Cauvin            TRCN        (0)         134        10
Usines Chauson                       (23)         249        35

GERMANY
-------
Dortmunder
   Actien-Brauerei        DABG       (13)         118       (29)
F.A. Guenther & Sohn A.G. GUSG        (8)         111       N.A.
Kaufring A.G.             KAUG       (19)         151       (51)
Mania Technologi           MNI       (11)         101       (46)
Nordsee A.G.                          (8)         195       (31)
Schaltbau A.G.            SLTG       (16)         163        20
Vereinigter
   Baubeschlag-Handel
   Holding A.G.           VBHG       (24)         307       (63)



ITALY
-----
Binda S.p.A.              BND        (11)         129       (20)
Credito Fondiario
   e Industriale S.p.A.   CRF       (200)       4,218       N.A.


NETHERLANDS
-----------
Baan Company N.V.         BAAN        (8)         610        46
United Pan-Euro Air       UPC     (5,266)       5,180    (8,730)


NORWAY
------
Pan Fish A.S.A.           PAN       (117)         806      (259)
Petroleum-Geo Services    PGO        (32)       2,963    (5,250)

POLAND
------
Animex S.A.                           (1)         108       (86)
Exbud Skanska S.A.        EXBUF       (9)         315      (330)
Mostostal Zabrze                      (6)         227      (366)
Stalexport S.A.                      (57)         229       (51)


SPAIN
-----
Altos Hornos de Vizcaya S.A.        (116)       1,283      (278)
Santana Motor S.A.                   (46)         223        41
Sniace S.A.                          (11)         128       (24)
Tableros de Fibras S.A.   TFI        (43)       2,107       125

SWITZERLAND
-----------
Kaba Holding A.G.         KABZN      (47)         572       278

UNITED KINGDOM
--------------
Abbot Mead Vickers                    (2)         168       (16)
Alldays Plc               ALD       (120)         252      (202)
Amey Plc                  AMY        (49)         932       (47)
Bonded Coach
   Holiday Group Plc                  (6)         188       (44)
Blenheim Group                      (153)         198       (34)
Booker Plc                BKRUY      (60)       1,298        (8)
Bradstock Group           BDK         (2)         269         5
Brent Walker Group                (1,774)         867    (1,157)
British Nuclear Fuels Plc         (2,627)      36,359    (1,948)
British Sky Broadcasting  BSY       (175)       3,347      (144)
Center Parcs (UK)
    Group Plc                        (77)         423      (227)
Compass Group             CPG       (668)       2,972      (298)
Costain Group             COST       (34)         329       (12)
Dawson Holdings           DWSN       (29)         142       (29)
Easynet Group Plc         ESY        (12)         332        53
Electrical and Music      EMI
   Industries Group                 (885)       3,053      (435)
Euromoney Institutional   ERM       (122)         167        (2)
Gallaher Group            GLH       (543)       5,527        68
Gartland Whalley                     (11)         145        (8)
Global Green Tech Group             (156)         408       (18)
Heath Lambert
   Fenchurch Group PLC               (10)       4,109       (10)
HMV Group PLC             HMV       (211)         762       (66)
Intertek Testing Services ITRK      (134)         425        67
IPC Media Ltd.                      (685)         254        16
Lambert Fenchurch Group               (1)       1,827         3
Lattice Group                     (1,290)      12,410    (1,228)
Leeds United PLC                     (73)         144       (29)
Manchester City                      (17)         154       (21)
Misys PLC                 MSY       (161)         949        41
Mytravel Group                                  2,551      (533)
Orange PLC                ORNGF     (594)       2,902         7
Rentokil Initial Plc      RTO     (1,130)       2,809       (37)
Saatchi & Saatchi         SSI       (119)         705       (41)
Seton Healthcare                     (11)         157         0
Telewest Communication                          7,329    (3,770)
Yell Group PLC                      (196)       3,964       289


Each Tuesday edition of the TCR-Europe contains a list of
companies with insolvent balance sheets based on the latest
publicly available balance sheet available to our editors at the
time of publication.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell
short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.


                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Larri-Nil Veloso and Ma. Cristina Canson,
Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$575 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are US$25 each. For subscription
information, contact Christopher Beard at 240/629-3300.


                 * * * End of Transmission * * *