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

                           E U R O P E

            Monday, February 16, 2004, Vol. 5, No. 32

                            Headlines

F R A N C E

FRANCE TELCOM: In Black After Two Consecutive Annual Losses


G E R M A N Y

BERTELSMANN AG: E.U. Regulator to Scrutinize Sony Merger Further


G R E E C E

ROYAL OLYMPIC: Suspends Bookings Pending Bankruptcy Court Ruling


I R E L A N D

DONNELLY AUTOMATION: Under Liquidation
ELAN CORPORATION: Closes Sale of European Sales, Marketing Biz


I T A L Y

CIRIO FINANZIARIA: Court Hands Long Overdue Verdict on Cragnotti
FESTIVAL GROUP: Finalizing Plan for 'Full Re-launch'


N E T H E R L A N D S

BUHRMANN N.V.: 2003 Net Profit Down 66.5% to EUR43 Million
KONINKLIJKE AHOLD: Preferred Investors OK Limitation to Rights
KONINKLIJKE AHOLD: New Probe a Surplusage
PETROPLUS INTERNATIONAL: On CreditWatch Following Profit Warning


N O R W A Y

STOLT OFFSHORE: Shareholders OK Share Issuance, Debt Conversion


P O L A N D

POLFA KUTNO: Potential Tax Arrears May Lead to Bankruptcy


R U S S I A

BELEBEYEVSKY: Meat Packaging Assets for Sale
BULGARTABA BELGOROD: Court Appoints Insolvency Manager
KRASNOYARSKY: To Auction Rubber Manufacturing Equipment Today
LEGPROMBANK: Stripped of License Due to Poor Financial Health
OJSC HOTEL: Appoints Insolvency Manager

OJSC KUJBYSHEVSKY: Court Declares Firm Bankrupt
VAGONOSTROITEL: Auctions Real Estate Assets
VOSTOK: Undergoes Insolvency Proceedings


S W E D E N

SAS GROUP: Ratings May be Downgraded Pending Review


S W I T Z E R L A N D

ADECCO SA: Under Investigation for Breaching Listing Rules
SWISS AIR: Authorities to Probe Disclosure Compliance


U N I T E D   K I N G D O M

CANARY WHARF: CWG Acquisition Ups Offer to 275 Pence a Share
CROMER COUNTRY: Roger & Co. Appointed Receivers
FRAYLING LIMITED: Creditors Meeting Scheduled for February 19
GBS TOOLING: Appoint Administrative Receivers
HARROGATE HOTELS: Calls Liquidators from PricewaterhouseCoopers

HEAT EXCHANGE: Tenon Recovery Appointed Administrative Receivers
HIGHCLIFFE HOTEL: In Administrative Receivership
INVENSYS PLC: Ratings Under Review Over Refinancing Plans
LEGGMASON INVESTORS: Appoints Liquidators
MARCONI CORPORATION: Results Suggest Recovery on Track

PPL THERAPEUTICS: Sells East Mains Farm to Britbreed Limited
ROYAL DOULTON: Pre-tax Loss Drops 80% to GBP5 Million
ROYAL & SUNALLIANCE: Sells Interests in Peru's Seguros Fenix
VOSS NET: Sells Sigma Freight Systems Limited for GBP21,000
VOSS NET: Jeremy Gilbert Resigns from Board
YELL GROUP: S&P Upgrades Rating Due to Lower Financial Leverage


                            *********


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F R A N C E
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FRANCE TELCOM: In Black After Two Consecutive Annual Losses
-----------------------------------------------------------
Heavily indebted France Telecom reported positive annual results
last week and boasted all its objectives for fiscal year 2003
were achieved.

These are the highlights of the annual financial report:

(a) Net income after minority interests of GBP3.2 billion,
    compared to a loss of GBP20.7 billion in 2002.

(b) Free cash flow excluding asset disposals of GBP6.4 billion
    compared to -GBP1.1 billion at year-end 2002.

(c) Significant reduction of GBP23.8 billion in net financial
    debt, to GBP44.2 billion, compared to GBP68 billion at the
    end of 2002; net financial debt / operating income before
    depreciation and amortization ratio of 2.55 (compared to
    4.55 at the end of 2002)

(d) Board of Directors to submit a resolution to the France
    Telecom Annual General Meeting on April 9, 2004 proposing
    payment of a dividend of GBP0.25 per share

In Billion       Dec.31, 2003   Change 2003/2002    Change 2003/
of Euros                        comparable basis    2002 actual

Revenues              46.1          +3.4%             -1.1%
Operating income
Before depreciation
And Amortization      17.3          +21%              +16%
Operating Income       9.5          +45.5%            +40.3%
Current Income
From integrated
Companies              5.4            -               +99.7%
Net income after
Minority interests     3.2            -                NS


In Billion       Dec.31, 2003   Change 2003/2002    Change 2003/
of Euros                        comparable basis    2002 actual

Net financial
Debt                   44.2             68.0          -23.8
Shareholders'
Equity                 12.0             -9.9          +21.9
Operating income
Before depreciation
And amortization less
CAPEX                  12.2              7.4 (comparable
                                        Basis)        +4.8

Free cash flow
Excluding asset
Disposals              6.4               -1.1         +7.5


Commenting on these results, France Telecom Chairman and Chief
Executive Officer Thierry Breton said:  "In 2003 France Telecom
met all its commitments and vigorously retook control of its
future.  We have exceeded the targets we set, in particular in
terms of profitability and debt reduction.

"With a stronger financial structure and solid operating results
we have created greater margins of maneuver, allowing us to move
forward without delay to invest, innovate and create a positive
future for all our customers.

"The capital increase and rescheduling of our debt both
contributed to strengthening our financial balance.  We are now
focusing our efforts on innovation and on growing all our
businesses in order to meet demand from our customers for
comprehensive telecommunications services that are innovative
and deliver performance over the long term."

To see full copy of financial report:
http://bankrupt.com/misc/FT_2003Results.pdf


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


BERTELSMANN AG: E.U. Regulator to Scrutinize Sony Merger Further
----------------------------------------------------------------
The European Commission has decided to open a full investigation
into the proposed merger of the global recorded music businesses
of Germany's Bertelsmann AG and Japan's Sony Corporation.  After
a routine, one-month review, the Commission is concerned that
the transaction might create or strengthen a collective dominant
position of the major record companies in the markets for
recorded music.  In the course of the investigation, the
Commission will also investigate further competition concerns
related to the vertical integration of the parent companies in
other markets (television, for example, for Bertelsmann, and
music downloading services/portable music players, for Sony).

On January 9, Sony and Bertelsmann sought clearance under the
European Union's Merger Regulation for plans to combine their
respective global recorded music businesses in a joint venture
to be called SonyBMG.  The companies' music publishing,
manufacturing and distribution of records will remain separate.

After a routine, one-month review, the Commission has decided to
investigate whether the deal might create or strengthen a
collective dominant position between the remaining four major
record companies, Universal, SonyBMG, Warner and EMI; in the
recording market.  The recording market consists of the signing
of artists, the actual recording of the songs, the marketing of
the artists and their works and the sales of CDs.

The remaining four major players would hold approximately 80% of
the recording market both on a European level and in most
national markets in the European Economic Area.  The rest of the
market is characterized by a large number of mostly smaller
players active on a national level.  SonyBMG and Universal alone
would account for approximately half of the recorded music
market.

The opening of a second-stage merger investigation does not
prejudge the Commission's conclusions and final decision, which
must be reached in a maximum of four months, i.e. until June 22.


In the course of the investigation, the Commission will also
examine, among other things, the extent to which the vertically
integrated structure of both Sony and Bertelsmann could raise
competition concerns.  Bertelsmann has a leading position in
television and radio broadcasting in Europe through its RTL
subsidiaries and the concern expressed by third parties is that
it could give preferential access to SonyBMG music, foreclosing
competing record companies from equal access to the TV/radio
markets in some countries.

Sony, on the other hand, announced the launch, this spring, of a
music downloading service called "Sony Connect" and it has an
extensive range of consumer electronic devices that play digital
music, in particular portable digital music players.  Here too,
some third parties have expressed concern that Sony, on the
basis of its proprietary technology for music downloading, could
foreclose competitors in the markets for music downloading
services and portable digital music players from access to
SonyBMG's music library.

About Bertelsmann

Bertelsmann is an international media company active in music
recording and publishing, television, radio, book publishing,
magazines and newspapers, as well as book and music clubs.
Bertelsmann is active in recorded music through its wholly owned
subsidiary Bertelsmann Music Group (BMG) and owns the Arista,
Jive, Zomba and RCA labels.

About Sony

Sony is active globally in music recording and publishing,
industrial and consumer electronics, and entertainment.  In
recorded music it acts through Sony Music Entertainment.  Sony's
labels include Columbia Records Group, Epic Records Group and
Sony Classical.


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G R E E C E
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ROYAL OLYMPIC: Suspends Bookings Pending Bankruptcy Court Ruling
----------------------------------------------------------------
Royal Olympic Cruise Lines Inc.(NASDAQ-NMS:ROCLF) (Nasdaq:
ROCLF) announces that the Greek Court, administering the Section
45 proceeding regarding its subsidiaries, is expected to issue a
decision in the next few days.  The Court had previously given
the company until Thursday to present a restructuring plan
consented to by 51% of its creditors.  Negotiations with Fortis
Bank, the holder of more than 51% of the company's debt, are
meanwhile continuing, in an attempt to secure that consent.

The company also announced that Athens 2004, the group
overseeing the Olympic Games to be held in Athens, has recalled
in full the $1 million advance deposits paid to Royal Olympic
Cruise Lines.  The amount was paid to secure 30% of available
space on Olympia Explorer, Olympia Voyager and Olympia Countess
for the period of the Olympics.  All 3 ships are no longer owned
or controlled by Royal Olympic Cruise Lines.

Pending further developments the company is continuing not to
take bookings.

CONTACT:  ROYAL OLYMPIC CRUISE LINES INC.
          James Lawrence
          Phone: + 1 203 406 0106 ext. 13
          Mobile: +1 203 550 2621


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I R E L A N D
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DONNELLY AUTOMATION: Under Liquidation
--------------------------------------
Company Name: Donnelly Automation and Tooling Limited

Company Registered Office: Clonmoney House
                           Newenham Street
                           Limerick

Nature of Business: The company provides World Class Solutions
in the Design and Manufacture of Bespoke Automated Manufacturing
Systems.  It offers a Complete In-house Turnkey Package from its
6,000-sq. ft. office located at Oranmore, Galway.  The Company
was founded in 1996 and the team that has been built is rated as
the premiere automation specialists in Ireland with cleanroom
applications as specialty.

Its previous projects include the Integration of Scara and
Cartesian Robots, Rotary and Linear Indexing, Auto feeding, Auto
Glue Application, Auto UV Cure, Vision Inspection Systems,
Pressure and Flow Test, Sonic welding, Bar code labeling and
scanning.

Company Number: 248739

Liquidators Name:  Anthony J. Fitzpatrick
                   Fitzpatrick O Dwyer & Co.
                   Clonmoney House,
                   Newenham Street, Limerick

Company Address: Donnelly Automation and Tooling Limited
                 Unit 7, Westlink Commercial Park
                 Oranmore Co. Galway
                 Phone: +353 (0) 91 790590
                 Fax:   +353 (0) 91 790594
                 Web site: http://www.donnellyautomation.ie


ELAN CORPORATION: Closes Sale of European Sales, Marketing Biz
--------------------------------------------------------------
Elan Corporation plc has completed the sale of its European
sales and marketing business to Medeus Pharma Limited, a new
U.K. pharmaceutical company backed by Apax Partners Funds.  Elan
has realized total consideration of approximately $120 million
from this transaction.  Approximately 180 employees of Elan's
European sales and marketing business will transfer their
employment to Medeus Pharma Limited.

Separately, Elan expects to complete the sale of certain rights
to two products in the U.K. and Ireland for approximately $10
million during the first quarter of 2004.

Elan said the announcement marked the formal conclusion of its
recovery plan announced in July 2002, which involved the
restructuring of its businesses, assets and balance sheet; and
resulted in divestiture proceeds of more than $2 billion, ahead
of the target of $1.5 billion.

Elan president and CEO Kelly Martin said, "The success of our
recovery plan returns Elan to a position where the focus is on
our people, our science and our commitment to patients.  We are
excited about optimizing our science and business plans,
creating value for our shareholders, and focusing on therapies
that will help millions of patients and their families."

Elan said the announcement also marked the end of operations for
its Elan Enterprises business unit, which was created as part of
the recovery plan and had focused on the disposition of certain
businesses and other assets, including business ventures and
non-core pharmaceutical products.  Elan said neither the
completion of the recovery plan nor the dissolution of Elan
Enterprises would preclude the company from considering future,
specifically targeted divestment and acquisition opportunities.

About Elan

Elan is focused on the discovery, development, manufacturing,
sale and marketing of novel therapeutic products in neurology,
severe pain and autoimmune diseases.  Elan (NYSE: ELN) shares
trade on the New York, London and Dublin Stock Exchanges.

CONTACT:  ELAN CORPORATION
          Investors:
          Emer Reynolds
          Phone: 353-1-709-4000, 800-252-3526

          Media:
          Anita Kawatra
          Phone: 212-407-5755, 800-252-3526


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I T A L Y
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CIRIO FINANZIARIA: Court Hands Long Overdue Verdict on Cragnotti
----------------------------------------------------------------
A judge in Rome ordered the imprisonment of Sergio Cragnotti,
the former chairman of bankrupt food group Cirio, according to
the Financial Times.  The decision follows months of
investigation that was prompted by the default of Cirio on bonds
in November 2002.  Following the default, creditors discovered
more than EUR500 million (US$635 million) in unaccounted assets
in the company's book.

Judge Andrea Vardaro also ordered the imprisonment of Mr.
Cragnotti's son, Andrea, who had helped run Cirio or holding
companies owned by his father, the report said.


FESTIVAL GROUP: Finalizing Plan for 'Full Re-launch'
----------------------------------------------------
Festival Group confirms its consultants are elaborating and
finalizing the plan that will allow the full re-launch and
reinforcement of its activity.

The search of financial and/or operative investors remains the
priority: there are several ongoing contacts that, for obvious
privacy reasons, must remain confidential to avoid the leak of
any unfounded information that could damage the ongoing
negotiations and negatively influence the company's prospects.

Festival group specifies that, at the moment, no negotiations
are going on with the Libyan finance company, Lafico.

CONTACT:  FESTIVAL GROUP
          E-mail: http://www.festivalcruises.com


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


BUHRMANN N.V.: 2003 Net Profit Down 66.5% to EUR43 Million
----------------------------------------------------------
(a) Fourth quarter Office Products sales increased organically
    by 2%.  Lower quarterly sales of EUR1.7 billion include
    impact of lower U.S. dollar exchange rate and divestment of
    Paper Merchanting Division;

(b) Underlying operational margin improved; exceptional items
    resulted in EUR218 million charge in fourth quarter of 2003;

(c) Available cash flow for the fourth quarter totaled EUR662
    million; underlying available cash flow was positive;
    Full year net profit* totaled EUR43.3 million (2002:
    EUR129.4 million), fourth quarter 2003 EUR24.6 million
    (2002: EUR43.2 million);

(d) Full year net result* per share fully diluted -EUR0.20,
    excluding exceptional items EUR0.19;

(e) Strengthened financial position through debt reduction and
    revision of financing structure;

(f) Organization well-positioned for growth in both large
    account and mid-market segment.

* Net profit from operations before amortization of goodwill and
exceptional items (see also remarks under Accounting Policies)

CEO's statement

Commenting on the results of 2003, Buhrmann CEO Frans Koffrie
said: "As a result of the steps taken during the course of 2003,
Buhrmann is now a stronger company, both operationally and
financially.  Our actions included the sale of the Paper
Merchanting Division, the subsequent refinancing of the company,
cost containment and restructuring measures, and the consistent
focus on cash flow generation.  With most restructuring
activities behind us, our attention is now directed at
maximizing top line growth by capturing further market share in
both our key strategic and large accounts and the mid-market
segment, as well as by extending our product offering.  We
remain committed to our exclusive business-to-business direct
distribution approach which enables us to best leverage our
sophisticated infrastructure and service offering."

Outlook

An increasing number of macro-economic indicators point to
renewed economic growth, especially in North America.  Although
gradually more positive signs are also reported in Europe, we
feel Europe is clearly lagging behind North America in its
recovery pattern.  The German market, which represents over a
third of our European office products sales, remains difficult.
The Australian economy is still enjoying healthy economic
growth, however at a more modest pace.

Growth in the employment market (of which the white-collar
segment is the most significant for Buhrmann), has historically
followed an upturn in GDP growth.  We have no reasons to assume
that such a similar pattern in employment growth will not
materialize.  We are well positioned in our different markets to
benefit from such white-collar employment growth.

Next to market growth, our sales will benefit from market share
gains driven by the quality of our services as well as our mid-
market initiatives and product range extensions.  In 2004, our
primary focus will be on driving sales growth. Disciplined cost
control and stringent working capital management will continue.
We remain committed to debt reduction, building on progress made
in 2003.

KEY FINANCIAL DATA


X EUR     4th quarter                 January-December
Million  2003  2002   in    at       2003   2002   in     at
                      EUR   constant               EUR  constant
                            Rate                         rate

Net     1,710 2,424.5 -29.5% -22.5% 8,052.6 9,947.6 -19.1%-10.5%
sales

EBITDAE*  89.4  111.4 -19.8% -13.4%  329.7   455.6 -27.6% -18.4%
Net
Profit**  24.6   43.2                43.3    129.4
Net
Result   -205.6 -621.0              -132.2  -587.8


In Euro

Net
profit**
per
ordinary
share
(fully
diluted)   0.12    0.26               0.19     0.76
Dividend
Per
Ordinary
Share                                 0.07     0.07

To see full copy of financial results:
http://bankrupt.com/misc/BuhrmannQ42003.pdf


KONINKLIJKE AHOLD: Preferred Investors OK Limitation to Rights
--------------------------------------------------------------
Ahold has reached an agreement with the holders of (depository
receipts of) cumulative preferred financing shares on the
restructuring of the Preferred Shares. The restructuring
consists of:

     (i) a limitation of their voting rights; and

    (ii) the possibility to convert the Preferred Shares into
         common shares.

Item (ii) is subject to the approval of an Extraordinary General
Meeting of Shareholders that will be held on March 3, 2004.

The main elements of the restructuring are:

(a) Limitation of voting rights

The holders of the approximately 369 million outstanding
Preferred Shares have agreed, as an integral part of the
restructuring, to reduce the number of votes that can be
exercised on the Preferred Shares from approximately 369 million
to approximately 100 million (or from approximately 19% of the
aggregate votes to approximately 6%).  The number of votes has
been determined on the basis of the nominal value increased with
the paid in capital of the Preferred Shares and Ahold's common
share price on January 30, 2004.  With this reduction, the
voting rights will be brought in line with the relative economic
contribution of the Preferred Shares.

The limitation of voting rights will become effective after the
EGM has approved the conversion possibility of the Preferred
Shares into common shares.  However, the holders of the
Preferred Shares have indicated their willingness to voluntarily
limit their voting rights to approximately 100 million in the
March 3, 2004 EGM when said conversion possibility will be voted
upon.

(b) Conversion right

With a view to allow to providing for one type of stock over
time, Ahold and the holders of the Preferred Shares have agreed
to make the Preferred Shares convertible into common shares. The
conversion conditions have been set so as to avoid any transfer
of value from the common shares to the Preferred Shares.  Main
terms of the agreement on conversion are:

    (i) Conversion can take place with an exchange ratio based
        on the value of the Preferred Shares and the actual
        share price of the common shares at the time of
        conversion.  As a result, the number of common shares to
        be received from conversion will decrease in case of an
        increase in Ahold's common share price at that time.  At
        common share price, the total number of common shares to
        be received from conversion would be approximately 100
        million.  The maximum number of common shares to be
        received upon conversion has been capped at 120 million;

   (ii) The Preferred Shares will be convertible as of March
        2006;

  (iii) The dividend yield will be reduced by 0.2% as of March
        2006.

Disclosure

The full text of the agreement between Ahold and the holders of
the Preferred Shares, containing further arrangements for future
dividend resets and possible redemption of the Preferred Shares,
can be found on Ahold's corporate Web site at
http://www.ahold.com.

Further changes to corporate governance structure

Ahold will announce further changes to its corporate governance
structure in its press release to be issued today, February 16,
2004.

CONTACT: AHOLD CORPORATE COMMUNICATIONS
         Phone: +31 75 659 57 20


KONINKLIJKE AHOLD: New Probe a Surplusage
-----------------------------------------
Ahold has received the request that the VEB (Association of
Dutch Stockholders) has filed at the Enterprise Chamber
("Ondernemingskamer") of the Amsterdam Court of Appeals.  The
petition serves to institute an inquiry.  The inquiry period
requested in the petition runs from September 27, 1999 until
December 18, 2003.  Holders of approximately 1.2 million shares
have filed the petition.  This represents 0.06% of the total
outstanding capital of more than 1.9 billion shares.

As previously indicated, Ahold deems this procedure unnecessary
and premature, given the fact that a number of external
investigations have been underway for much of the past year.
This new request adds nothing to investigations currently
underway, according to the company.  In addition, it is Ahold's
view that such an inquiry will markedly hamper the conduct of
the company's business.  It therefore limits the company's
possibility to fully devote itself to restoring shareholder
value.

Ahold will raise this and other proceedings during the
Extraordinary General Meeting of Shareholders on corporate
governance planned for March 3, 2004.

CONTACT:  AHOLD CORPORATE COMMUNICATIONS
          Phone: +31 75 659 57 20


PETROPLUS INTERNATIONAL: On CreditWatch Following Profit Warning
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Netherlands-based independent midstream oil
company Petroplus International N.V. on CreditWatch with
negative implications.

The action follows Petroplus' profit warning about its results
for the fourth quarter of 2003 and the full-year 2003.  The
company said the weak U.S. dollar, combined with disappointing
performances by the Antwerp refinery, the Dubai supply and
trading office, and wholesale activities in general will have a
severe negative impact on earnings for the full-year 2003.

"We are concerned that the profit warning is indicative of
operating difficulties specific to the company rather than the
industry, with certain parts of operations appearing to have
under performed," said Standard & Poor's credit analyst Eric
Tanguy.  While Petroplus' lackluster performance in 2002 was
mainly a reflection of challenging industry conditions, industry
conditions largely recovered in 2003.

Petroplus now expects 2003 net income before extraordinary items
to be negative, and to show no material improvement on 2002.

"EBITDA net interest is well below Standard & Poor's
expectations for the ratings, putting severe downward pressure
on the rating," added Mr. Tanguy.

Standard & Poor's expects the CreditWatch listing to be resolved
within weeks of the release of Petroplus' full-year 2003 figures
on March 9, 2004.  The positive affect of the disposal of the
company's Tango retail operations and the liquid natural gas
project on the company's financial profile will be taken into
account when resolving the watch.  Positive expectations about
the company's ability to solve its operating difficulties and
successfully restructure the Antwerp refinery will also be
factored in.


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


STOLT OFFSHORE: Shareholders OK Share Issuance, Debt Conversion
---------------------------------------------------------------
Stolt Offshore S.A. (NasdaqNM: SOSA; Oslo Stock Exchange: STO)
announced that at the EGM held on Thursday a majority of
shareholders voted in favor of all items on the agenda, which
included the following:

(a) The issue of 45.5 million Common Shares to accommodate the
    Private Placement announced on January 16, 2004 at $2.20 per
    share for a equity raise of $100 million;

(b) The issue of 22.7 million Common Shares to raise
    approximately $50 million in a Subsequent Issue;

(c) The conversion of a $50 million of subordinated loans held
    by Stolt-Nielsen S.A. into Common Shares at $2.20 per share;
    and

(d) The conversion of all outstanding Class B Shares to Common
    Shares on a 2:1 basis.

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

CONTACT:  STOLT OFFSHORE S.A.
          Julian Thomson
          Fiona Harris
          Phone: U.S. +1 877 603 0267 (toll free)
          Phone: U.K. +44 1224 718436
          E-mail: julian.thomson@stoltoffshore.com

          BRUNSWICK GROUP
          Patrick Handley (U.K.)
          Phone: U.K. +44 207 404 5959
          E-mail: phandley@brunswickgroup.com

          Tim Payne (U.S.)
          Phone: U.S. +1 212 333 3810
          E-mail: tpayne@brunswickgroup.com


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


POLFA KUTNO: Potential Tax Arrears May Lead to Bankruptcy
---------------------------------------------------------
Pharmaceuticals group Polfa Kutno could be forced into
bankruptcy should the fiscal office succeed in the case it
lodged against the stock listed company.  The management of
Polfa has already warned investors of the consequences of the
fiscal office's complaint that the firm had been receiving
refunds that were in excess of what is allowed by the budget.

"We became the target of custom, fiscal and prosecutor offices,
similar to Optimus.  This could cause serious problems," said
Janusz Guy, president of Polfa, according to Warsaw Business
Journal.

The fiscal office wants Polfa to pay PLN6 million on overdue
taxes.  The two cases are parallel in that the fiscal office did
not raise the question until later.

"Officials questioned the decision of the Finance Ministry,
which decided on the price level of drugs for Polfa Kutno,"
explained Mr. Guy.


===========
R U S S I A
===========


BELEBEYEVSKY: Meat Packaging Assets for Sale
--------------------------------------------
Yusupov, the insolvency manager of meat packing company
Belebeyevsky, will hold the first public auction of the firm's
properties on March 10, 2004 at 11:00 a.m.  The process will be
held at Bashkortostan republic, Belebey', Krasnoarmeyskaya str.,
265.

Companies for sale:

(a) Lot 1: Uncompleted construction of new building [year of
    construction: 1998; area: 9,090 square meters; starting
    price: RUB10,650,000 (approximately US$371,080.14)]

(b) Lot 2: Uncompleted construction of hangar [area: 1,080
    square meters, starting price: RUB150,000]

(c) Lot 3: Uncompleted construction of warehouse [starting
    price: RUB110 000]

(d) Lot 4: Office block [area: 706 square meter; starting price
    RUB760 000]

(e) Lot 5: Shop building [area: 76.5 square meters; starting
    price: RUB60,000]

(f) Lot 6: Entrance checkpoint building [area: 18.5 square
    meters; starting price: RUB10,000]

(g) Lot 7: Cattle-pen building [area: 1,221 square meters;
    starting price is RUB710,000]

(h) Lot 8: Boiler house [area: 450 square meters; starting
    price: RUB320,000]

(i) Lot 9: Refrigerator building, sausage workshop and
    slaughter-floor-single-storey brick building [area: 3,370
    square meters; starting price: RUB5,990,000]

(j) Lot 10: Building of semi-finished products workshop [area:
    1,364 square meters; starting price RUB1,440,000]

(k) Lot 11: Garage building [area: 911.6 square meters; starting
    price: RUB610,000]

(l) Lot 12: Second-hand vehicle

(m) Lot 13: Second-hand equipment of sausage workshop,
slaughter-floor, and refrigerator - 61 positions

(n) Lot 14: Inventory holdings in the warehouse - 870 positions.

The bids shall be increased by increments of 5% from start
price; advance amount by 10% from start price.

Interested parties are required to file an application to
participate in the auction on or before March 7, on workdays
between 10:00 a.m. and 4:00 p.m. to: Bashkortostan Republic,
Belebey', Krasnoarmeyskaya str., 265.


BULGARTABA BELGOROD: Court Appoints Insolvency Manager
------------------------------------------------------
The Arbitration Court of Belgorod region declared bankrupt
closed joint stock company Bulgartabak-Belgorod on December 15,
2003.  The court appointed Reznikov insolvency manager during
the course of the bankruptcy proceedings.  Creditors are
required to submit proofs of claim until April 7, 2004 to
308034, Belgorod city, Koroleva str., 2a.


KRASNOYARSKY: To Auction Rubber Manufacturing Equipment Today
-------------------------------------------------------------
The Krasnoyarsky plant, which produces rubber technical goods,
is selling properties in an auction on February 16.  Starting
price for production facilities is RUB80 million up.

No application for participation in the bidding has yet been
received days prior to the auction.  Should there be no sale on
the scheduled auction date, creditors of the company will hold
another meeting regarding the matter on February 18.

Singapore's Amtel Holding formerly controls the company in the
Krasnoyarsky region.  It entered bankruptcy proceedings in June
2003 after failing to meet acceptable profitability level.


LEGPROMBANK: Stripped of License Due to Poor Financial Health
-------------------------------------------------------------
Legprombank's operating license was revoked early this month.
The suspension came just days after some shareholders, involved
in a long-running dispute over management matters, regained
their right as owners of the bank.

Bank of Russia suspended the bank's license February 9, more
than two years after 13 shareholders, holding 66.3% of bank
funds, were stripped of their owner status by a court.  After
extensive court examination, the shareholders were given back
their rights February 2.  But the deterioration of the company's
financial health since that time prompted authorities to cancel
the license anew.

Legprombank was rated 58th largest bank by assets on January
2001, according to the data gathered by the Center for economic
analysis, Interfax.  By the end of the third quarter of 2003,
however, the bank slipped to 155th with RUB3.6 million in assets
and RUB1.8 million in funds.  By this time no bank worked with
Legprombank at the interbank market.

The restored shareholders claim their detractors deliberately
brought the bank to insolvency and that their efforts was to try
to save the bank from collapse.  Experts say the suspension of
the license is not surprising.  The founders of the bank are to
blame for its financial problems, they add.

The dispute among shareholders revolves around four buildings
owned by the bank.  The properties, which are the main assets of
the bank, have a book value of RUB467.7 million, and market
value of approximately US$40 million, sources say.  In June of
2003, the management of Legprombank tried to re-register the
assets under the name of other entities.


OJSC HOTEL: Appoints Insolvency Manager
---------------------------------------
The Arbitration Court in Belgorod region adjudged OJSC Hotel
Belgorod bankrupt and accordingly started insolvency proceedings
for the company.  Yevstigneev was appointed insolvency manager.
Creditors have until April 7, 2004 to submit necessary
requirements to the insolvency manager at 308002, Belgorod city,
B. Chmelnitskogo prospekt, 133v-506.


OJSC KUJBYSHEVSKY: Court Declares Firm Bankrupt
-----------------------------------------------
The Arbitration Court of Novosibirsk region declared automobile
parts manufacturer OJSC Kujbyshevsky bankrupt.  N. Zherebtsova
of TP Inter-regional self-regulated organization of arbitral
managers in Siberia was appointed insolvency manager.  Creditors
have until April 7, 2004 to file their claims.

CONTACT:  N. Zherebtsova, Insolvency Manager
          630501, NSO, Krasnoobsk
          Post Box 272


VAGONOSTROITEL: Auctions Real Estate Assets
-------------------------------------------
The Property Fund of Kaliningrad region will auction 5 lots
owned by bankrupt company, OJSC Vagonostroitel, on March 10,
2004 at Kaliningrad city, Donskogo str., 7/11, of.209.

The bidding price is open, but the bids will be increased by
increments of 2%.  Acceptance of bid applications to join the
auction, which started February 9, will end March 3, 2004 at
4:00 p.m.  During holidays and days off, applications will be
received until 10:00 a.m. only.  Indications of interests must
be submitted to: Kaliningrad city, Donskogo str., 5a, of. 343,
344.

CONTACT:  VAGONOSTROITEL
          Kaliningrad city
          Vagonostroitelnaya str., 49.


VOSTOK: Undergoes Insolvency Proceedings
----------------------------------------
The Arbitration court of Irkutsk region started insolvency
proceedings against bankrupt company, FSUE Irkutsk Industrial
Corporation Vostok.

B. Vologzhin, a member of TP Interregional self-regulated
organization of arbitral managers in Siberia (Brunch in
Irkutsk), was appointed insolvency manager.  Creditors have
until April 7, 2004 to file their claims to: 664043, Irkutsk
city, Sergeeva str.,3 , FSUE Irkutsk Industrial Corporation
Vostok.  The insolvency proceedings of the firm will last six
months.


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


SAS GROUP: Ratings May be Downgraded Pending Review
---------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
Scandinavian Airlines System Denmark-Norway-Sweden on review for
possible downgrade due to the further weakening of the group's
credit metrics.

The company's operating margin, leverage and Adjusted Retained
Cash Flow to Net Adjusted Debt is deteriorating amidst an
increasingly challenging competitive environment, the rating
agency notes.

Ratings placed under review are SAS AB Ba3 Senior Implied
Rating, SAS AB B1 Senior Unsecured Issuer Rating, SAS B1 Senior
Unsecured EMTN program rating, and SAS B2 Subordinated Rating.

Moody's says it will review how SAS lowers its cost structure
further, covers its financing needs while improving credit
metrics, and maintains adequate liquidity position.


=====================
S W I T Z E R L A N D
=====================


ADECCO SA: Under Investigation for Breaching Listing Rules
----------------------------------------------------------
The SWX Swiss Exchange has initiated a formal investigation
against Adecco S.A. in view of a possible violation of Art. 72
Listing Rules (ad hoc publicity).  On January 20, 2004, the SWX
announced that it had initiated a preliminary investigation of
the company.  The enquiries since made by the SWX show that a
violation of Art. 72 Listing Rules cannot be ruled out in
connection with the communique of January 12, 2004, according to
which the publication of Adecco's annual results for 2003 would
have to be postponed.  The duration of the investigative
proceedings has not been determined.  The SWX will provide
information on the outcome of its investigation.  However, no
information will be made public with regard to the ongoing
investigation.


SWISS AIR: Authorities to Probe Disclosure Compliance
-----------------------------------------------------
SWX Swiss Exchange has initiated a formal investigation against
Swiss International Air Lines Ltd. regarding a possible
violation of Art. 72 of the Listing Rules (ad hoc publicity).

The preliminary investigation conducted by the SWX has revealed
that, in connection with the publication of the Q3/2003-report,
there was possibly a violation of Art. 72 of the Listing Rules.

The duration of these investigative proceedings has not been
determined.  The SWX will provide information on the outcome of
its investigation.  No information will be made public with
regard to the ongoing investigation.


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


CANARY WHARF: CWG Acquisition Ups Offer to 275 Pence a Share
------------------------------------------------------------
Further to the announcement of an offer by CWG Acquisition on
February 5, 2004 (the Original Offer Announcement), CWG
Acquisition announces a revised and increased offer on the basis
described below (the Revised Offer) to be made to acquire the
entire issued and to be issued share capital of Canary Wharf
other than those Canary Wharf Shares which CWG Acquisition holds
or has contracted to acquire within the meaning of section
428(5) of the Companies Act at the date of the Revised Offer.

The Revised Offer

The Revised Offer increases CWG Acquisition's Cash Offer from
270 pence to 275 pence per Canary Wharf Share (the Revised Cash
Offer) and values Canary Wharf's existing issued share capital
at approximately GBP1.6 billion.  In addition, the Revised Offer
introduces a further share alternative (the 'Class B Share
Alternative') with a further additional share election facility
(the ' Class B Additional Share Election Facility') in respect
of a new class of unlisted shares in Thames River.  Further
information regarding the Class B Share Alternative, the Class B
Additional Share Election Facility, the existing Share
Alternative (renamed the 'Class A Share Alternative') and the
existing Additional Share Election Facility (renamed the 'Class
A Share Additional Share Election Facility') under the Revised
Offer is set out below.

The Revised Cash Offer represents a premium of approximately:

(a) 74.6% to Canary Wharf's closing middle market share price of
    157.5 pence, as derived from the Daily Official List, on
    April 24, 2003 (the last business day prior to speculation
    regarding a potential offer for Canary Wharf);

(b) 52.8% to Canary Wharf's closing middle market share price of
    180 pence, as derived from the Daily Official List, on June
    5, 2003 (the last business day prior to the announcement by
    Canary Wharf that it had received approaches that might lead
    to an offer for the Company); and

(c) 14.1% to Canary Wharf's Adjusted NNNAV of approximately 241
    pence per Canary Wharf Share as at June 30, 2003 pro forma
    for the disposals of certain properties to The Royal Bank of
    Scotland plc.

Irrevocable undertakings

CWG Acquisition also announces that it has received an
irrevocable undertaking from Franklin Mutual Advisers, LLC
(Franklin Mutual), which is interested in 39,963,718 shares in
Canary Wharf (the Franklin Mutual Shares), representing
approximately 6.8% of Canary Wharf's existing issued share
capital.

Franklin Mutual has agreed to cause the Revised Offer to be
accepted in respect of the Franklin Mutual Shares and to take
all steps within its power to procure that no withdrawal is made
of any acceptances of the Revised Offer in respect of the
Franklin Mutual Shares.  Franklin Mutual has also agreed to
procure that the Franklin Mutual Shares are: (i) voted against
any resolutions to approve the acquisition of Canary Wharf by
Silvestor U.K. Properties Limited, to be effected by way of a
scheme of arrangement, announced on December 5, 2003, including
to the extent revised by Silvestor's further announcement on
February 5, 2004 (the Revised MSREF Proposal); and (ii) voted
against and not tendered to any other offer, proposed scheme of
arrangement, financing or other transaction involving a change
of control of Canary Wharf or the sale of all or substantially
all of its assets.

These agreements and undertakings cease to be binding if, at any
time prior to the date on which the Revised Offer becomes or is
declared unconditional as to acceptances, an announcement of a
firm intention to make an offer (or an announcement of any
revision of such offer) is made by a third party (which would
include Silvestor or its affiliates) which offers Canary Wharf
Shareholders cash of at least 292 pence per Canary Wharf Share,
or if the Revised Offer is withdrawn or lapses, or if the offer
document and form of acceptance for the Revised Offer are not
posted within 28 days of 9:00 a.m. (U.K. time) on February 16,
2004 or such later time as may be agreed by the Panel (any of
which events, a Cessation Event).

As announced in the Original Offer Announcement, CWG Acquisition
has received irrevocable undertakings to accept, or procure the
acceptance of, the Revised Cash Offer from:

(a) RF Holdings, which is interested in 51,915,085 Canary Wharf
    Shares, representing approximately 8.9% of Canary Wharf's
    existing issued share capital; and

(b) Brascan's wholly owned subsidiary, Trilon, which is
    interested in 52,750,000 Canary Wharf Shares, representing
    approximately 9.0% of Canary Wharf's existing issued share
    capital.

In aggregate, CWG Acquisition has therefore received irrevocable
undertakings to accept the Revised Offer in respect of
144,628,803 Canary Wharf Shares, representing approximately
24.7% of Canary Wharf's existing issued share capital and almost
half of the number of Canary Wharf Shares required to satisfy
the 50% Acceptance Condition to the Revised Offer.

In addition, the providers of these irrevocable undertakings
have agreed to vote, or procure the voting of, the relevant
Canary Wharf Shares against the Revised MSREF Proposal,
representing (in aggregate) approximately 28.9% of the shares
held by Canary Wharf Shareholders that Silvestor has indicated
are eligible to vote at the Court Meeting (i.e. excluding the
Glick Entities).  The Revised MSREF Proposal requires the
approval at the Court Meeting of a majority in number
representing not less than 75% in value of Canary Wharf
Shareholders eligible to vote, in each case present and voting
in person or by proxy.  Accordingly, assuming the relevant
Canary Wharf Shares are voted in accordance with such
irrevocable undertakings, the Revised MSREF Proposal cannot
succeed and the Revised Offer described in this announcement is
the only proposal for the acquisition of Canary Wharf capable of
completion.

The new Share Alternative and new Additional Share Election
Facility

Class B Shares in Thames River, new Class B Share Alternative
and new Class B Additional Share Election Facility

In addition to the Revised Cash Offer, under the terms of the
Revised Offer, CWG Acquisition will make available to Canary
Wharf Shareholders two separate share alternatives and two
separate additional share election facilities in respect of two
classes of ordinary shares each of 5 pence nominal value in the
capital of Thames River, the Class A Shares and the Class B
Shares.

Under the Class B Share Alternative, Canary Wharf Shareholders
who validly accept the Revised Offer will be entitled to
receive, for every 2.438 Canary Wharf Shares tendered to the
Revised Offer, one Class B Share in lieu of 25 pence in cash to
which they would otherwise be entitled under the Revised Cash
Offer (representing an aggregate value of approximately GBP60
million cash consideration to which Canary Wharf Shareholders
would otherwise be entitled).

Class B Shares, available under the Class B Share Alternative
and Class B Additional Share Election Facility, are in addition
to any Class A Shares available under the Class A Share
Alternative and Class A Additional Share Election Facility.

Under the Class B Additional Share Election Facility, Canary
Wharf Shareholders who validly accept the Revised Offer and who
validly elect for the Class B Additional Share Election
Facility, may also, subject to availability as described below,
elect to receive additional Class B Shares on the basis of one
additional Class B Share for every 25 pence in cash to which
they would otherwise be entitled under the Revised Cash Offer.
Fractions of Class B Shares will not be allotted.

If valid elections are made under the Class B Additional Share
Election Facility by Canary Wharf Shareholders for more Class B
Shares than are available, such elections will be scaled down as
nearly as reasonably practicable pro rata to the size of such
elections.

The Class B Share Alternative and the Class B Additional Share
Election Facility will remain open for acceptance for at least
14 days after the date on which the Revised Offer becomes or is
declared unconditional as to acceptances, subject always to the
requirements of the Panel.  All Class B Shares, other than those
required to be reserved for the purposes of the compulsory
acquisition procedure set out in sections 428-430F of the
Companies Act, will be available to satisfy elections made under
the Class B Share Alternative and the Class B Additional Share
Election Facility on or prior to the date the Class B Share
Alternative and the Class B Additional Share Election Facility
close.

Canary Wharf Shareholders electing for the Class B Additional
Share Election Facility may also elect, in the event that their
elections for additional Class B Shares are not satisfied
through the Class B Additional Share Election Facility, to defer
some or all of their entitlement to receive cash consideration
to which they would otherwise be entitled until the procedures
for the compulsory acquisition of shares (as set out in sections
428-430F of the Companies Act) have been invoked and complied
with or are no longer capable of being invoked.  To the extent
that any of the approximately 240 million Class B Shares remain
unallocated at such time, such Class B Shares will be allocated
to such Canary Wharf Shareholders pro rata to the size of the
relevant unsatisfied elections, in each case, in lieu of 25
pence in cash to which they would otherwise continue to be
entitled under the Revised Cash Offer.  These arrangements are
subject to the consent of the Panel.

The Class A Shares and Class B Shares will rank pari passu in
all respects with respect to voting rights and income and
capital entitlements.  The Class B Shares will not be listed on
AIM (or any other stock exchange).  In addition, the Class B
Shares will be non-transferable for 3 years after the Revised
Offer becomes or is declared unconditional in all respects and
thereafter will only be transferable to Qualifying Persons (as
defined in the summary of the Relationship Agreement
arrangements set out in Appendix I to this announcement) or as
permitted by CWG Acquisition Holdings.  On the fifth anniversary
of the date on which the Revised Offer becomes or is declared
unconditional in all respects, the Class B Shares can be
converted (at the option of the holder) into Class A Shares on a
one for one basis.

The conditions to, and the terms of, the Class A Share
Alternative and the Class A Additional Share Election Facility
will be as described in the Original Offer Announcement in
respect of the Share Alternative and Additional Share Election
Facility.

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

Canary Wharf Shareholders should note that the Class B Shares
will not be listed on any stock exchange.  The Offer Document
and the AIM Admission Document will contain certain risk factors
in relation to both the Class A and Class B Shares.

Canary Wharf Shareholders should consider whether Class A Shares
or Class B Shares are a suitable investment for their own
personal circumstances and are, therefore, strongly advised to
take their own independent professional advice before deciding
which elections, if any, to make under the Revised Offer.

Conditions to the Class B Share Alternative and Class B
Additional Share Election Facility

The availability of the Class B Share Alternative and the Class
B Additional Share Election Facility will be conditional upon
(i) valid acceptances of the Revised Offer having been received
in respect of Canary Wharf Shares which, when aggregated with
any Canary Wharf Shares held by CWG Acquisition and any further
Canary Wharf Shares which CWG Acquisition has contracted to
acquire, together amount to at least 75% of the issued share
capital of Canary Wharf (diluted to include shares potentially
issuable pursuant to rights under the Canary Wharf Share
Schemes) by no later than 14 days after the date on which the
Revised Offer becomes or is declared unconditional as to
acceptances (CWG Acquisition reserves the right to waive this
condition (i) in whole or in part); and (ii) the Revised Offer
becoming or being declared unconditional in all respects.

Accordingly, the Class B Share Alternative and the Class B
Additional Share Election Facility will be dependent on an
additional condition that does not apply to the Revised Cash
Offer.  If the additional condition is not satisfied or waived,
those Canary Wharf Shareholders who elect for Class B Shares,
whether under the Class B Share Alternative or the Class B
Additional Share Election Facility, will be deemed to have
accepted the Revised Cash Offer.

Amendments to proposed Relationship Agreement

A Relationship Agreement, conditional upon the conditions to the
Class A and/or Class B Share Alternative being satisfied, will
be entered into between Thames River, CWG Acquisition Holdings
and CWG Acquisition, governing the relationship between them.
In circumstances where Class A Shares and Class B Shares are
issued to Canary Wharf Shareholders, the arrangements summarized
in Appendix III to the Original Offer Announcement will apply,
amended to reflect the fact that there will be two classes of
shares in Thames River.  If no Class A Shares are issued to
Canary Wharf Shareholders, but Class B Shares are issued, the
Relationship Agreement would still apply, subject to certain
modifications, in general, to reflect the fact that Thames River
would not be listed on any stock exchange.  The arrangements
that would apply in these circumstances are set out in Appendix
I to this announcement.

Effect of the Class B Share Alternative and the Class B
Additional Share Election Facility

Assuming that valid elections are made pursuant to both share
alternatives and both additional share election facilities for
the full amount of Class A Shares and Class B Shares available
in respect of the 585,008,225 Canary Wharf Shares in issue and
Canary Wharf Shares which are issuable pursuant to options
granted under the Canary Wharf Share Schemes with an exercise
price less than the Revised Cash Offer price per Canary Wharf
Share (and which, if exercised would result in a new issue of
Canary Wharf Shares, based on information provided to CWG
Acquisition by Canary Wharf as at December 4, 2003),
approximately 585.2 million Class A Shares and approximately 240
million Class B Shares will be issued, representing an aggregate
value of approximately GBP206.3 million of cash consideration to
which the relevant Canary Wharf Shareholders would otherwise be
entitled and resulting in approximately a 22.2% shareholding of
Thames River in CWG Acquisition.  CWG Acquisition Holdings will,
following completion of the Revised Offer, own the remainder of
the issued share capital of CWG Acquisition.

Information on the financing of CWG Acquisition

The Original Offer Announcement contains information on the
financing of CWG Acquisition.  The additional equity and loan
amounts required to fund the Revised Offer will be provided by
the Brascan Group.

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

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

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

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

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


CROMER COUNTRY: Roger & Co. Appointed Receivers
-----------------------------------------------
Name of Company: Cromer Country Club Villa Management Limited

Reg No: 03181794

Nature of Business: Resort Management

Cromer Country Club is ideally located close to the Norfolk
Broads, one of Europe's most important wetland areas.  The
historic city of Norwich and the Sandringham Estate also are
within easy driving distance.  Plenty of amenities are on-site,
including an indoor pool, gymnasium, bar, restaurant, and
clubhouse, while Cromer offers many more attractions, including
a fine beach.

Trade Classification: 39

Date of Appointment of Administrative Receiver:
January 27, 2004

Name of Person Appointing the Administrative Receiver:
IFG Group Plc, 19 Fitzwilliam Square, Dublin 2, Ireland

Administrative Receiver:        Roger & Co.
                                18 St. Georges Street,
                                Douglas, Isle of Man IM1 1PL
                                Roger Harper
                                (Office Holder No 4140)

Resort Address:                 127 Overstrand Road Cromer
                                Norfolk NR27 0DJ, U.K.
                                Phone: 01263-513833


FRAYLING LIMITED: Creditors Meeting Scheduled for February 19
-------------------------------------------------------------
In the High Court of Justice No. 85 of 2003

Notice is hereby given by Michael Jonathan Christopher Oldham
and Matthew Dunham of RSM Robson Rhodes LLP, 186 City Road,
London EC1V 2NU, that a Meeting of Creditors of Frayling Limited
(formerly Frayling Furniture Limited), 186 City Road, London
EC1V 2NU, is to be held at Colwyn Chambers, 19 York Street,
Manchester M2 3BA, on February 19, 2004, at 10:30 a.m.

The Meeting is an initial Creditors' Meeting under paragraph 51
of Schedule B1 to the Insolvency Act 1986.  I invite you to
attend the above Meeting.  A proxy form should be completed and
returned to me by the date of the Meeting if you cannot attend
and wish to be represented.  In order to be entitled to vote
under Rule 2.38 at the Meeting you must give to me, not later
than 12:00 hours on the business day before the day fixed for
the Meeting, details in writing of your claim.

Joint Administrator


GBS TOOLING: Appoint Administrative Receivers
---------------------------------------------
Name of Company: GBS Tooling Limited

Nature of Business: Tool Making and Presswork

GBS Tooling is a major supplier of aluminum pressings to the
automotive industry.  Components such as fascia panels for the
Rover 75 make up major workload.

GBS Tooling is a privately owned company, located in modern
industrial premises in central Coventry.

Since its establishment in 1990 the company has expanded from
the initial 2,500 sq. ft. of manufacturing premises to its
present day size of 15,000 sq. ft.

The company specializes in the design and manufacture of tooling
products and precision pressings, primarily for the automotive
industry.  The tools produced are for use both "in house" and at
customer locations.

Trade Classification: 2811

Date of Appointment: January 26, 2004

Joint Administrative Receivers: CBA
                                39 Castle Street
                                Leicester LE1 5WN
                                Neil Richard Gibson
                                Geoff Robbins

Company Address:        Unit 3 City Center Industrial
                        Estate Red Lane Coventry CV6 5RY
                        England
                        Phone: 0044 (0) 2476 680333
                        Fax:   0044 (0) 2476 669615
                        Homepage: http://www.gbstooling.com


HARROGATE HOTELS: Calls Liquidators from PricewaterhouseCoopers
---------------------------------------------------------------
At an Extraordinary General Meeting of the Harrogate Hotels
Limited held on January 26, 2004, these Resolutions were duly
passed, as a Special Resolution and as an Ordinary Resolution
respectively:

"That the Company be wound up voluntarily and that Tim Walsh and
Richard Setchim of PricewaterhouseCoopers, LLP, 9 Bond Court,
Leeds LS1 2SN, be and are hereby appointed Joint Liquidators of
the Company for the purposes of such winding-up, and any act
required or authorized under any enactment to be done by the
Joint Liquidators is to be done by all or any one or more of the
persons for the time being holding office."

A McGeorge, Chairman


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

Nature of Business: Industrial Heaters

Trade Classification: General Mechanical and Engineering

Date of Appointment: 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 England
                                DE24 8BT
                                Phone: 00 4 (0) 1332 296880
                                Fax: 00 44 (0) 1332 371407
                                E-mail: http://www.hei.co.uk


HIGHCLIFFE HOTEL: In Administrative Receivership
------------------------------------------------
Name of Company: Highcliffe Hotel (Felixstowe) Limited

Reg No: 00429543

Nature of Business: Property Holding Company

The hotel is a Victorian building, located in a quiet area of
Clevedon within walking distance of the pier and sea front.  The
hotel operates to a two star standard.

Trade Classification: 35

Date of Appointment of Administrative Receiver:
January 27, 2004

Name of Person Appointing the Administrative Receiver:
IFG Group Plc, 19 Fitzwilliam Square, Dublin 2, Ireland

Administrative Receiver:        Roger & Co.
                                18 St. Georges Street,
                                Douglas, Isle of Man IM1 1PL
                                Receiver:
                                Roger Harper
                                (Office Holder No 4140)

Hotel Address:                  Wellington Terrace, Clevedon,
                                Bristol, BS21 7PU
                                Phone: 01275 873250
                                Fax: 01275 873572
                                Email:
                                http://www.highcliffehotel.com


INVENSYS PLC: Ratings Under Review Over Refinancing Plans
---------------------------------------------------------
Moody's ratings of Invensys plc are to be reviewed for possible
downgrade.  The ratings affected are:

(a) senior implied rating at Ba3

(b) unsecured issuer rating at Ba3

(c) US$1,500 million revolving credit facility due 2004 at Ba3

(d) EUR500 million medium-term notes due 2005

(e) US$37 million guaranteed notes due 2005 at Ba3

(f) US$1,460 million revolving credit facility due 2005 at Ba3

(g) US$250 million notes due 2007 at Ba3, and

(h) US$200 million notes due 2010 at Ba3

The action follows Invensys' announcement it intends to launch a
GBP2.7 billion refinancing plan to repay or cash collateralize
approximately GBP 1.5 billion of existing indebtedness, to
establish an escrow account of approximately GBP 576 million to
fund certain identifiable legacy liabilities of the company, to
pay fees associated with the transaction and for general
corporate purposes.

The program includes raising approximately GBP470 million of
equity, GBP 650 million of high yield bonds and GBP1.6 billion
of senior credit facilities.

Moody's recognizes the positive impact of the plan on liquidity,
leverage, and debt schedule.  But it has to asses the
implications of the announced changes in the company's strategy
and the longer-term impact of these changes on the ability of
the revised core business to sustain the residual levels of
indebtedness.

Moody's said it will focus its review on the relative ranking of
the company's different creditors following its proposed
recapitalization as well as the ongoing underlying performance
of the group, the impact of the changes in disposals strategy on
the company's financial profile and the size and stability of
the remaining business to support residual debt levels.


LEGGMASON INVESTORS: Appoints Liquidators
-----------------------------------------
The Board of Directors of Leggmason Investors Fixed Income PLC
wish to announce that pursuant to a resolution passed at an
Extraordinary General Meeting of the Company, the Company is to
be wound up and Mr. Michael McAteer was appointed as Liquidator
of the Company for the purposes of such winding up.  The
Directors have requested that the shares of the Company be
removed from the Official List of the Irish Stock Exchange.

The Irish Stock Exchange has agreed to remove the shares of the
Company from the Official List with effect from 17 February
2004.

CONTACT: NCB STOCKBROKERS LIMITED
         Contact:  Ms Margot McDonagh
         Phone:     + 353 1 611 5907

         LEGG MASON INVESTMENTS (EUROPE) LIMITED
         Contact: Ms Debbie Purdy
         Phone:   +44 207 070 7440


MARCONI CORPORATION: Results Suggest Recovery on Track
-------------------------------------------------------
Commenting on the results, Mike Parton, Chief Executive, said:
"We delivered another solid performance in the three months to
the end of December.  In the period since completing our
financial restructuring, we have continued to make progress in
strengthening our balance sheet and our business.

"We have maintained our sales outlook for the current and next
quarter, and have announced plans to more effectively complete
our current planned cost reductions and generate incremental
cost savings that allow us to improve our year-end operational
targets.  Achievement of these plans will reduce our breakeven
point to sales of around GBP335 million per quarter and will
deliver long-term benefits to the business as a whole.

"Finally, we continue to enjoy success with our next generation
products and services, which are being well received by our
customers, despite the very competitive marketplace in which we
operate."

Important Notice

This news release should be read in conjunction with Marconi
Corporation Group Non-Statutory Accounts and Operating and
Financial Review for the three and nine months ended December
31, 2003.  Marconi Corporation plc U.S. GAAP accounts for the
same periods will be filed with the SEC and made available on
Marconi's website by midday (U.K. time).

Throughout the period of restructuring which has spanned the two
financial years ended March 31, 2002 and 2003, the Group
incurred significant exceptional items and recorded a
significant impairment of goodwill.  In order to present more
clearly the underlying business in this Press Release and in the
accompanying Operating and Financial Review, management also
presents and focuses its commentary on adjusted gross margins,
operating losses and cash flows after removing the impact of
these material items.

About Marconi Corporation plc

Marconi Corporation plc is a global telecommunications
equipment, services and solutions company.  The company's core
business is the provision of innovative and reliable optical
networks, broadband routing and switching and broadband
access technologies and services.  The company's customer base
includes many of the world's largest telecommunications
operators.

The company is listed on the London Stock Exchange under the
symbol MONI and on Nasdaq under the symbol MRCIY.  Additional
information about Marconi Corporation
can be found at http://www.marconi.com.

To see financial results:
http://bankrupt.com/misc/Marconi_3Q9M.htm


PPL THERAPEUTICS: Sells East Mains Farm to Britbreed Limited
------------------------------------------------------------
PPL announces that it has entered into an unconditional
agreement to sell its farm land, buildings and certain items of
farm equipment at East Mains Farm, East Lothian, Scotland,
together with its non-transgenic sheep flock, (East Mains Farm)
to Britbreed Limited for a gross consideration GBP0.8 million.

East Mains Farm has been operated as a farm unit to hold PPL's
animals, which have been used in the production of human
proteins for therapeutic applications including recombinant AAT.
As announced on June 18, 2003, PPL and Bayer Biologics have put
their recombinant AAT program on hold.   Therefore, this farm is
no longer required by the Company.

The proceeds will be received on February 27, 2004, the date of
completion of the sale.   The net book value of East Mains Farm
as at June 30, 2003 was GBP0.8 million.   No gain or loss on
sale will arise on the sale of these assets.

The aggregate Research, Development and Administrative costs
relating to East Mains Farm for the six months ended June 30,
2003 was GBP0.4 million (GBP1.0 million in the year ended
December 31, 2002).

The gross proceeds of GBP0.8 million less selling expenses from
the disposal will be used to supplement PPL's existing cash
resources with a view to maximizing short-term value for
shareholders.

PPL will continue to provide further updates to shareholders at
the appropriate time.

CONTACT:  PPL THERAPEUTICS PLC
          Chris Greig, Chairman
          Lindsay Dunsmuir, Chief Financial Officer
          Phone: 0131 440 4777

          Alistair Mackinnon-Musson
          Philip Dennis
          Hudson Sandler
          Phone: 020 7796 4133
          E-mail: http://www.ppl@hspr.co.uk


ROYAL DOULTON: Pre-tax Loss Drops 80% to GBP5 Million
-----------------------------------------------------
Preliminary results for the year to 31 December 2003

The year to 31st December 2003 saw good progress in reshaping
the group to a position from which it can realize the full
potential of its brand strength.

The switch from in house U.K. manufacturing to sourcing and
overseas manufacture, against the background of industry
overcapacity and downward pressure on prices from consumers, has
begun to produce the expected benefits and these showed through
strongly in much better second half margins.  At the same time
overheads continued to fall and despite lower sales, gains in
margin and lower overheads resulted in underlying operating
losses and pre-tax losses being reduced, with the group getting
within sight of breakeven at the operating level in the
seasonally stronger second half.

Towards the end of the year, the rate of decline in sales
slowed, as lower product cost allowed more competitive pricing,
and improved ranges and service levels increased consumer
appeal.  In the important December and January period, the group
stemmed the decline in turnover and recorded a modest increase
in like for like sales at an improved gross margin.  The four
key measures in the business, underlying sales, gross margin,
costs and cash from trading are all now showing stability or
improvement, and this is encouraging.  However, all these
measures need to show sustained further improvement to bring the
group back to full health and much remains to be done to achieve
this.

Results

Sales overall fell 16% to GBP116.5 million.  Like for like sales
were 8% lower for the year as a whole, with the remaining
reduction arising from the closure of retail stores, and the
planned withdrawal from certain sales channels and product
categories.  The like for like sales reduction in the first half
was 10% and in the second half 5%.

Gross margin, excluding the effect of the net exceptional credit
improved by 4 points to 46.8% for the year as a whole.  The
majority of this arose from a 7-point improvement to 52.0% in
the seasonally better second half as the impact of lower product
cost  flowed through.

Net operating expenses (before exceptionals) were reduced by 13%
to GBP64.4 million, reflecting retail unit closures and further
reductions in other overheads.  This follows on from reductions
of 17% and 16% in the two previous years.  The operating loss
(excluding exceptionals) was reduced by 33% to GBP9.9 million
after charging approximately GBP2.0 million (2002:nil) in the
second half in respect of the annual cost of the deficit in the
main UK pension fund.  The loss before taxation (excluding
exceptionals) was 26% lower than last year at GBP11.7 million.

There were net exceptional credits of GBP6.7 million in 2003,
consisting of a release of stock provisions no longer required
amounting to GBP5.6 million and profits on disposals of surplus
assets of GBP3.7 million (including GBP0.5 million in respect of
surplus museum pieces), offset by redundancy and restructuring
charges of GBP2.6 million.  The net exceptional credit of GBP6.7
million in 2003 compares with net exceptional charges of GBP9.4
million in 2002.

After exceptional items, the loss before taxation was reduced by
80% from GBP25.2 million to GBP5.0 million.  Pre-exceptional
fully diluted loss per share was reduced from 5.6 pence to 3.5
pence.

Restructuring progress

By the end of 2003, the average cost of product was some 20%
lower than a year before, and by the end of the year around one-
third of product was manufactured in the group's remaining U.K.
factory, one-third in the group's Indonesian factory, with the
remainder sourced.

In addition to lowering the cost of production, progress has
also been made in reducing distribution and other costs.  The
USA warehouse was closed and sold at the end of 2002, U.S.
distribution outsourced and North American administration
relocated to a shared facility in Toronto, which covers both the
Canadian and American business units.   All distribution, other
than the UK and Canada is now handled by third parties.  The
group started 2003 with a total of 356 shops and concessions.
During the year 91 retail units were closed, of which 53 were
in the U.K., 11 in North America and 27 in other territories,
reducing the total operated retail units to 265 by the year-end.

During the year, the U.K. manufacturing workforce was reduced by
16% to 738 employees, and further investment was made in the
Indonesian factory, which produces world-class performance in
both quality and product cost.  At the year-end, the group had a
total of 3,457 full-time equivalent employees (of which 38% were
in Indonesia).

The process of change within the group will continue in 2004
with a view to further reductions in product cost, to strengthen
gross margin and lowering overhead.

Financial position

Group net debt at the beginning of the year totaled GBP11.0
million and net assets GBP34.7 million, representing balance
sheet gearing of 32%.  The following summarizes the movement in
net debt during 2003:

                                      GBPM               GBPM
Opening net debt                                       (11.0)

Cash outflow from trading             (4.3)
Working capital reduction              4.0              (0.3)

Cash outflow from restructuring costs (9.0)
Disposal of surplus assets             6.7             (2.3)

Capital expenditure                                    (0.9)

Interest, currency and Tax            (0.2)
Additional pension payment            (2.0)            (2.2)

Closing net debt                                      (16.7)


At 31 December 2003, group net assets were GBP28.9 million and
the net debt of GBP16.7 million as at that date represented
balance sheet gearing of 58%.  The group had in place committed
bank facilities of GBP27.5 million at 31 December 2003, expiring
on 31 March 2005, with a scheduled reduction of GBP2.5 million
on 30 June 2004.  The group has unrelieved tax losses carried
forward of some GBP90m of which GBP76 million relate to sterling
losses arising in the U.K. but has not, at this time, reflected
this deferred tax asset on the balance sheet.

Pensions

Since April 1999 all future pensionable service in the U.K. has
been on a money purchase basis only.  The U.K. pension scheme
represents 93% of worldwide pension liabilities.  In relation to
this scheme by far the greater number of members are either
pensioners or have deferred benefits in respect of defined
benefit service prior to April 1999, and the growth in
liabilities therefore moves broadly in line with inflation
(apart from changes in mortality).

Reflecting this, as at 31 December 2003, approximately 66% of
U.K. scheme assets of GBP157 million were invested in index
linked government bonds, 31% in equities and 3% in cash and
other instruments.

Assessed on an FRS17 basis, the group pension scheme shows a
deficit.  Had this been reflected in the group balance sheet as
at 31 December 2003, there would have been a reduction in net
assets of GBP15.4 million (2002:GBP14.7 million).  The group
continues to make additional contributions with a view to
resolving the deficit over time.  In the year to 31 December
2003, contributions of approximately GBP2.0 million were paid in
respect of the past service deficits and this has been
highlighted separately in the summary of cash movements in the
table above.

Outlook

Royal Doulton's strategy remains to develop the group's
outstanding brands to a market leading position by gaining
market share through a combination of more competitive pricing
enabled by lower product cost, better  design and ranging, and
improved sales channel management, customer service and
distribution.  At the same time, the focus on financial
management will remain in place, with a view to continuing
reductions in overheads and working capital, further
improvements in gross margins, and increasing flexibility
through the already substantially reduced dependence on in house
manufacturing.

Market conditions are likely to remain competitive during 2004
but notwithstanding this, the group expects an improved
performance arising from margin gain and overhead reduction.  In
order to produce the medium term performance that the board
believes the group is capable of, continuing gains in margins
and lower overheads are not enough on their own, and a sustained
recovery in market share and sales will be required.  December
and January have shown some early encouragement on these
measures, with clear evidence of decline being arrested and
stability returning, but a much longer period of improvement is
needed before success is evident.

The group has had a satisfactory start to the current year, with
like for like sales modestly ahead of last January and a
continuation of year on year improvements in margins and costs.
The board expects to make further progress this year towards
full health for the group, but it is too early in the year to
predict the extent of improvement in 2004.

Hamish Grossart

Chairman

To see financial statements:
http://bankrupt.com/misc/RoyalDoulton_2003.htm

CONTACT:  ROYAL DOULTON
          Wayne Nutbeen, Group Chief Executive Officer
          Phone: 01782 404040
          Geoff Martin, Group Finance Director
          Phone: 01782 404040
          Wendy Baker
          Hudson Sandler
          Phone: 0207 796 4133


ROYAL & SUNALLIANCE: Sells Interests in Peru's Seguros Fenix
------------------------------------------------------------
Royal & Sun Alliance Insurance Group plc announces that it has
agreed to sell its general and life insurance interests in Peru
to Rimac Internacional Compania de Seguros y Reaseguros (Rimac).
Royal & SunAlliance is also selling its 14.6% stake in Rimac.
The total consideration will be around GBP12 million (US$21
million).

Simon Lee, Royal & SunAlliance's CEO International Businesses,
said,

"The disposal of both our insurance interests in Peru and our
stake in Rimac represents another step in the ongoing Group
transformation and capital release program.  We are pleased to
be able to achieve an exit via a single deal and at a price that
delivers value to our shareholders.

"In our capacity as a shareholder in Rimac, we have had a good
relationship with the buyer for many years, and we wish every
success to our Peruvian colleagues in the future."

The business is to be sold as a going concern. The transaction
is subject to certain conditions including normal regulatory
approvals.

(a) This transaction involves the sale of Royal & SunAlliance's
    64.9% shareholding in Royal & Sun Alliance Seguros Fenix and
    its 70% shareholding in Fenix's subsidiary life company,
    Royal & Sun Alliance - Vida. Royal International Investment
    Holdings is selling the remaining 30% of Royal & Sun
    Alliance -Vida.

(b) Royal & SunAlliance is selling its shareholding in Rimac to
    an existing Rimac shareholder.

(c) Royal & SunAlliance Seguros Fenix's net written premiums in
    2002 were around GBP17 million (U.S.$27 million), and the
    premiums for Vida were around GBP9 million (U.S.$14
    million).

CONTACTS: ANALYSTS
          Helen Pickford
          Phone: +44 (0) 20 7569 6212

          PRESS
          Phil Wilson-Brown
          Tel: +44 (0) 20 7569 4027


VOSS NET: Sells Sigma Freight Systems Limited for GBP21,000
-----------------------------------------------------------
The Company announces that it has sold the entire issued share
capital of its wholly owned subsidiary, Sigma Freight Systems
Limited to Jon Course, managing director of Sigma, and David
Hazelhurst, an employee of Sigma.

In the year to December 31, 2002 Sigma reported a loss before
taxation of GBP52,313 on turnover of GBP137,536 in the year and
negative shareholders' funds of GBP15,075 at December 31, 2002.

The consideration of GBP21,000 will be utilized as working
capital.  The Directors believe, having consulted with the
company's nominated advisor, that the terms of the transaction
are fair and reasonable in so far as the Company's shareholders
are concerned.


VOSS NET: Jeremy Gilbert Resigns from Board
-------------------------------------------
The Board of Voss Net, in Voluntary Arrangement, announces the
resignation of Mr. Jeremy Gilbert with immediate effect.
Further the Board of the Company announces the appointment of
Mr. Thomas Hellman as a director of the Company with immediate
effect.  Thomas Chrystie Hellman, 60, is a United States citizen
and there is no other information to be announced as required by
the AIM Rules.


YELL GROUP: S&P Upgrades Rating Due to Lower Financial Leverage
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.K.-based classified directory
publisher Yell Group PLC to 'BB+' from 'BB', following an
improvement in the group's debt-protection measurements.   The
outlook is stable.

At the same time, Standard & Poor's raised its senior unsecured
debt rating on the group and related entity Yell Finance B.V. to
'BB-' from 'B+'.

"The improvement in Yell's debt-protection measurements has
resulted from growing earnings, as well as debt reduction with
free operating cash flows," said Standard & Poor's credit
analyst Anna Overton.

"The group's leveraged capital structure is partly mitigated by
Yell's solid competitive position in the cash-generative
classified directory publishing business."

Yell benefits from a leading position in U.K. printed classified
telephone directories.  The group is further supported by
attractive growth prospects in the U.S., where Yell is the
largest independent publisher of classified telephone
directories.  In the 12 months to Dec. 31, 2003, Yell
had net lease-adjusted debt of about GBP1.2 billion ($2.2
billion), or 3.5x lease-adjusted EBITDA.

Yell's stable and low capital classified directories business
should allow the group to generate free cash flow after capital
expenditure and equity dividends of about GBP100 million per
year.  The group has a track record of organic revenue growth in
the mid-single-digit percentage range, as well as potential for
operating margin improvement within the U.S. business.


                            *********


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

Troubled Company Reporter -- Europe is a daily newsletter co-
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Copyright 2004.  All rights reserved.  ISSN 1529-2754.

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