/raid1/www/Hosts/bankrupt/TCREUR_Public/040310.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Wednesday, March 10, 2004, Vol. 5, No. 49
Headlines
F I N L A N D
BENEFON OYJ: Octagon Solutions Acquires Majority Shareholding
BENEFON OYJ: Reorganization Plan Receives 'Overwhelming' Support
G E R M A N Y
HEIDELBERGER DRUCKMASCHINEN: Sells Digital Printing Biz to Kodak
MOBILCOM AG: Returns to Black with EUR22.3 Million EBIT
I T A L Y
CIRIO FINANZIARIA: To Dispose of Major Shareholding in Del Monte
FINMATICA SPA: Cost-cutting Plan to Affect 150 Workers
LIMA SPA: Hornby to Acquire Assets for EUR8 Million
PARMALAT FINANZIARIA: Mexican Subsidiary Taps Frozen Accounts
PARMALAT SPA: Credit Deterioration of CDOs Results in Downgrade
L U X E M B O U R G
MILLICOM INTERNATIONAL: Daniel Johannesson Appointed Chairman
N E T H E R L A N D S
IFCO SYSTEMS: To Cancel Securities Registration in U.S.
MILACRON INC.: Liquidity Facility Extended Until Friday
MILACRON INC.: Special Refinancing Plan Request Okayed
N O R W A Y
AKER KVAERNER: Appoints Inge Hansen CEO of New Kvaerner ASA
R U S S I A
ALEXEEVSVKY CONCRETE: Court Opens Bankruptcy Proceedings
BIG DMITRIYEVSK: Auction of Weaving Assets Set March 25
FSUE ELECTROAPPARAT: Declared Insolvent
IATROTECHNICS-PRODUCTS: Irkutsk Court Hires Insolvency Manager
INVACORP PHARMA: Court Appoints Temporary Insolvency Manager
MICHALUM: Auction of Aluminum Production Assets March 22
NOVODVINSKY CONCRETE: Court Commences Bankruptcy Procedure
PROMINVEST: Under Bankruptcy Supervision Procedure
PROMRADTECHBANK: Assets, Monetary Claim up for Grabs March 31
TOMSK TOOL: Tomsk Court Initiates Bankruptcy Procedure
URMARSKAYA FURNITURE: Succumbs to Bankruptcy
U N I T E D K I N G D O M
AULT FOODS: Calls in Administrator from PricewaterhouseCoopers
AVECIA GROUP: Remains on CreditWatch Negative Despite Divestment
BERMUDA INSURANCE: Scheme Creditors Meeting Set Mar. 31, Apr. 1
BUCK YEATS: Wind up Resolution Passed
BURGINHALL 1001: Hires Robin Davis as Liquidator
CANARY WHARF: Files Circular Related to CWG Offer with UKLA
CAPITAL ENTERTAINMENT: Hires Joint Liquidators
CHARTER PLC: Shareholders Approve Rights Issue Proposal
CITY & LONDON: Extraordinary Resolution to Wind up Passed
DAIWA SECURITIES: Reorganizes U.K. Subsidiary
DCM CAPITAL: Appoints Ernst & Young Liquidator
EUROTUNNEL PLC: Calls for Resignation Pointless, Says Board
FINTRADE TECHNOLOGIES: Creditors Assembly Set March 16
GOVETT ENHANCED: To Propose Winding up at March 29 EGM
GOVETT ENHANCED: Warns of Investment Losses if Winding up Fails
GOVETT ENHANCED: Urges Investors to Accept Liquidation Proposal
HARDWOOD FLOORING: Creditors Meeting Set March 24
HOLLINGER INC.: Telegraph Ousts Lord Black from Board
INTERNATIONAL POWER: Expanding Investments in Turkey, Pakistan
INVENSYS PLC: Redeeming 5.5% Notes Due April 2005
JAMES & BLOOM: Names PFK Administrative Receiver
J SAINSBURY: Extraordinary Resolution Passed
KWELM COMPANIES: To Consider Modifying Injunction Order Mar. 19
LURIE & CO.: Appoints Liquidator
PPL THERAPEUTICS: Members' Voluntary Liquidation Almost Certain
RHESUS POSITIVE: Hires KPMG as Liquidator
RICCAR LIMITED: Names Liquidator from Dewey & Co.
SAFEWAY PLC: Completes Merger with Wm Morrison Supermarkets
SAFEWAY PLC: Outlook Positive After Morrison's Takeover
SKYEPHARMA PLC: Pulmonary Delivery Technology Approved
SQUARE DEAL: Names Lay Heywood Davis Liquidator
STAMFORD QUEST: Voluntary Winding up Resolution Passed
STUART LAWRENCE: Hires PricewaterhouseCoopers as Administrator
STYLES RAPID: Calls in Liquidator from Benedict Mackenzie
TELEWEST COMMUNICATIONS: Creditors Asked to Identify Claims
TEXAS PANTRY: Appoints Liquidator
*********
=============
F I N L A N D
=============
BENEFON OYJ: Octagon Solutions Acquires Majority Shareholding
-------------------------------------------------------------
An investor group, represented by Octagon Solutions Ltd. with
registered domicile in Jersey, Channel Islands (reg. nr. 864 41)
on November 17, 2003 made a conditional offer for equity
investment in Benefon Oyj.
The Board of the Company accepted the conditional investment
offer on November 19, 2003 and the extraordinary shareholders'
meeting of February 26, 2004 called for handling and resolving
the offer and related matters approved the measures required by
the conditions of the investment offer, including the share
issue and the equity convertible bond loan issue directed to the
Investor Group by means of which the shareholding mentioned in
this disclosure will be realized. The equity investment as well
as all decisions by the Shareholders' Meeting are on the
condition that the district court of Turku will confirm the
proposed re-organization program of the Company.
As a result of the investment, the Investor Group will hold
65.166% of the share capital and vote of the Company. The
parties to the Investor Group have agreed about certain
restrictions regarding the shares of the Company. A restriction
under reporting obligation is that the investors in the
Investment Group will use their vote in the Company as requested
by Octagon and that the other investors will not sell their
shares without permission by Octagon.
Providing that the equity investment will be realized according
to the offer, the shareholding and vote of the Investment Group
in the Company will exceed the limit of 50% (1/2) as purported
in the Securities Market Act, Chapter 2 section 9. In addition,
due to the mentioned agreement within the Investor Group, the
actual vote in the Company of Octagon will exceed the limit of
50% (1/2) mentioned in the law.
Table: Distribution of the investment within the Investor Group
Investor Contact information % of shares
after arrangement
Octagon Solutions Ltd. 23-25 Broad Street
St. Helier, Jersey,
JE4 8ND, Channel
Islands, rek.nr 864 41 47.166 %
Darkrose Inv. 2.500 %
AWM Holdings 6.250 %
Cercle Investments 3.625 %
Henry Jonninen 3.750 %
Matti Kinnunen 0.250 %
Tom Sunden 0.250 %
Ashland Partners 1.375 %
Total 65.166 %
The missing contact information of the members of the Investor
Group will be forwarded to Rahoitustarkastus when received.
CONTACT: BENEFON OYJ
Jorma Nieminen
Chairman of the Board
BENEFON OYJ: Reorganization Plan Receives 'Overwhelming' Support
----------------------------------------------------------------
The period for creditors to vote on the re-organization case of
Benefon Oyj ended Friday, March 5, 2004. The reorganization
proposal submitted by the administrator was supported by an
overwhelming majority of creditors. Out of all voters, only two
minor creditors voted against the proposal. The district court
of Turku is expected to confirm the proposal shortly.
CONTACT: BENEFON OYJ
Jorma Nieminen
Chairman of the Board
=============
G E R M A N Y
=============
HEIDELBERGER DRUCKMASCHINEN: Sells Digital Printing Biz to Kodak
----------------------------------------------------------------
Heidelberger Druckmaschinen AG is transferring its Digital Print
division to Eastman Kodak Co. The two companies signed a mutual
agreement, which is yet to be confirmed by the antitrust
organizations. The closing of the transaction will occur after
all such approvals have been received. The agreement involves
all Heidelberg Digital Print activities. Heidelberg's Digital
b/w business (HDI LLC., Rochester, USA), its 50% share in the
Heidelberg/Eastman Kodak Co. joint enterprise venture (Nexpress
Solutions LLC., Rochester), as well as its 100 percent share of
Nexpress GmbH in Kiel, Germany, are all incorporated elements of
the agreement. Within the next two years, Heidelberg will not
engage in competitive activities related to its digital division
to be transferred.
Under the terms of the acquisition, the companies agreed to use
a performance-based earn-out formula whereby Kodak will make
periodic payments to Heidelberg over a two-year period, if
certain sales goals are met. If all sales goals are met during
the next two calendar years ending December 31, 2005, Kodak will
pay a maximum of US$150 million in cash. Additional sales
related earn-out payments over a five-year period are agreed, if
certain sales targets are achieved. Kodak will not pay any cash
at closing for the business being acquired. Further financial
details of the transaction were not disclosed.
Heidelberg and Goss agree on major issues for the intended
transfer of its Web Offset Division to Goss International
Heidelberg and Goss International have reached an agreement on
major issues for the intended transfer of the Heidelberg Web
Offset division to Goss International.
After completion of the consultation process with the workers'
councils in France and the Netherlands and the agreement of the
antitrust organizations, Heidelberg will transfer the Web Offset
Division to Goss International Corporation.
An outline deal has been agreed in principle but some issues
remain to be resolved before definitive documents are expected
to be executed over the coming weeks.
This transaction includes Heidelberg's Commercial Web and
Newspaper presses. The transaction also incorporates the Web
Finishing business in the U.S.A. Heidelberg will become a new
shareholder at Goss International, holding slightly below 20% of
the company's shares. The financial details of the agreement
were not disclosed. No further burdens to financial results in
FY 2003/04. In connection to the announced realignment, in the
third quarter of FY 2003/2004 Heidelberg had reserved an amount
of EUR525 million, mostly for depreciation of book values.
CONTACT: HEIDELBERGER DRUCKMASCHINEN AG
Corporate Communications
Thomas Fichtl
Phone: +49 6221 92 4747
Mobile: +49 173 3186947
Fax: +49 6221 92 5069
E-mail: thomas.fichtl@heidelberg.com
MOBILCOM AG: Returns to Black with EUR22.3 Million EBIT
-------------------------------------------------------
The MobilCom Group of Budelsdorf has exceeded its own estimates
for fiscal year 2003 by a solid margin. The financial statement
released by management for fiscal year 2003 documents this
development, which will be the matter of the press conference to
be held following approval by the supervisory board on March 16.
With sales of EUR1,837.6 million (2002: EUR2,052.6) the company
obtained an operating income before interest, taxes, and
depreciation of EUR103.6 million between its two lines of
business as mobile phone service provider and fixed
network/Internet (2002: -EUR146.5 million). This return to
positive earnings was made possible by improvements to gross
income, the successful conclusion of restructuring efforts, and
the dramatic cost savings associated with them. The results
have been adjusted for the UMTS unit and revenue from the
placement of 3.75 million shares of freenet.de AG (EUR145.0
million). With old debts having been discharged already in the
previous year, the need for write-offs is substantially less:
compare an EBIT loss of EUR372.9 million last year with a
positive EBIT figure of EUR22.3 million this year. Consolidated
earnings after taxes were EUR160.4 million (2002: -EUR3,441.6
million), earnings per share at EUR2.44, versus -EUR52.38 in the
previous year.
Annual income summaries for MobilCom Group in comparison:
Preliminary/Not Yet Audited
Accounting method: IAS / IFRS
2003 2002
Sales (in Euro millions) 1,837.6 2,052.6
EBITDA (in Euro millions)*
adjusted 103.6 -146.5
EBITDA (in Euro millions)
unadjusted 335.4 6,996.3
EBIT (in Euro millions)*
adjusted 22.3 -372.9
EBIT (in Euro millions)
unadjusted 254.0 -3,206.6
Consolidated result 160.4 -3,441.6
Result per share 2.44 -52.38
*adjustments apply to:
(a) Revenues of EUR145.0 million (total proceeds: EUR176.1
million) from the placement of 3.75 million shares of
freenet stock.
(b) The positive EBITDA of EUR86.8 million for the UMTS
business unit results, for one, from the eliminating of a
payment from France Telecom (EUR84.8 million) that was
recorded as other business income. This item is
counterbalanced by interest expenses of the same amount.
Another EUR2 million represents the share of income from the
sale of infrastructure to E-Plus. As these effects would
distort a view of the actual profitability of the firm, EBIT
and EBITDA were adjusted.
=========
I T A L Y
=========
CIRIO FINANZIARIA: To Dispose of Major Shareholding in Del Monte
----------------------------------------------------------------
Cirio Finanziaria S.p.A. announced in Singapore it intends to
sell its 39.99% interest in Del Monte Pacific Ltd., the Inquirer
News Service said, citing the wires.
Del Monte Pacific, listed on the Singapore stock exchange, owns
the Del Monte brand of pineapple-based processed food and drinks
in the Philippines. The Cirio group through operating
subsidiaries accounts for 10% of Del Monte Pacific's group
sales.
According to the report, the auction might be completed by the
second half of this year, although company sources said there's
no certainty that the sale will go ahead. Cirio fell under
Italy's version of U.S. Chapter 11 bankruptcy after defaulting
on about EUR1.2 billion bonds in 2002. The Board of Del Monte
Pacific clarified last year that the bankruptcy filing excluded
Cirio's operating subsidiaries Del Monte trades with.
FINMATICA SPA: Cost-cutting Plan to Affect 150 Workers
------------------------------------------------------
Finmatica S.p.A. has started a social plan procedure for the
subsidiaries of the Group, concerning a maximum of 150 employees
out of a total 570 in Italy because of contingent and
extraordinary reasons.
This choice will allow to immediately cut operating expenses, of
about EUR1 million per quarter, without any impact on the
ability to achieve the expected sales. Moreover, this request
will make it possible for the Group to have the access to
employees' qualification devices, in order to create specific
competencies, which will allow it to assess new opportunities of
their reinstatement within its organization.
Finmatica S.p.A. informs that it filed the Directors' Report,
intended to be presented to the Shareholders' Meeting of the
Company, with the Stock Exchange and with Consob. This Meeting
is to be held in Milan on March 18 (first call) and on March 19
(second call).
LIMA SPA: Hornby to Acquire Assets for EUR8 Million
---------------------------------------------------
Hornby Plc the model and collectables group has made an offer of
EUR8 million or approximately GBP5.3 million (1) to acquire
certain assets of Lima S.p.A (in liquidation). The Offer will
be funded from cash reserves and, if necessary, bank debt.
Lima, based in Vicenza and Brescia (Italy), is one of the best-
known model railway companies in Europe. Its brands include
Lima, Rivarossi, Jouef, Arnold and Pocher:
(a) Lima (HO gauge) features model railway subject matter from a
variety of European countries but with a focus on Italy. In
addition, the Lima product range includes OO gauge models
based upon British and Australian locomotives and rolling
stock.
(b) Rivarossi (HO gauge) is a premium brand specializing in
Italian and American subjects.
(c) Jouef (HO gauge) is the best-known model railway brand in
France specializing in French railway models.
(d) Arnold (N gauge) focuses on subjects drawn from a number of
European countries.
(e) Pocher is a premium range of die cast automobile kits.
For the financial year to December 31, 2002, the turnover and
loss before taxation attributable to the Assets was EUR9.2
million [GBP6.1 million(1)] and EUR7.1 million [GBP4.7
million(1)], before exceptional income of EUR2.8 million [GBP1.8
million(1)], respectively. As at July 14, 2003, the net book
value of those assets that are the subject of the Offer was
EUR6.9 million [GBP4.6 million(1)].
Prior to its liquidation Lima manufactured all of its products
in Europe. If the Offer is successful Hornby intends to
transfer manufacturing to China as it has transferred
successfully the existing Hornby and Scalextric ranges.
Lima went into liquidation during summer 2003. Consequently,
pursuant to Italian law, the Offer is binding on Hornby while it
remains possible that the competent Italian Court may determine
not to proceed with the Offer. In accordance with due process,
the current shareholders of Lima have on Friday, March 5, 2004
filed before an Italian Court an application for a 'concordato
preventivo'. The admission by the competent Italian Court of
such procedure requires, inter alia, the approval by the
creditors of Lima. The granting of such an arrangement would
ensure that Hornby is able to acquire only those assets that are
the subject of the Offer without taking on any current or
contingent liabilities. The process of approval of the
'concordato preventivo' may take up to 9 months from Friday,
March 5, 2004. During this time the competent Italian Court may
consider alternative offers. Subject to approval of Lima's
creditors and the competent Italian Court and no other offers
being accepted, Hornby is confident that the Offer will be
accepted and will be able to complete the purchase of the Assets
shortly after court approval is obtained. Hornby will make
further announcements as appropriate.
The Chief Executive of Hornby Plc, Frank Martin, commented: "We
are delighted to announce this offer, which, if successful,
would form the platform for our expansion into key European
markets and importantly increase our rate of growth in the USA.
Our existing Hornby railway product range is largely restricted
to sales in the U.K.
"We have demonstrated with our Hornby and Scalextric brands in
the U.K. that the combination of a model railway brand leader
and a strong international slot car racing business can produce
excellent returns for shareholders. The acquisition of Lima
will bring model railway brand leadership in France, Italy and a
strong position in the USA and other world markets.
"We believe that the primary reason for Lima's difficulties was
its inability to remain competitive, given its high-cost
European manufacturing base. By moving production to China we
believe that we will be able to return the Lima brands to
profitability and generate similar margins in Lima product
ranges to those that we have experienced since Hornby moved its
manufacturing to China."
---------
Footnote:
(1) Based on EUR/GBP exchange rate of EUR1.503/GBP per the
Financial Times, March 4, 2004
CONTACT: HORNBY PLC
City Profile Group
Frank Martin, Chief Executive
Simon Courtenay
John Stansfield, Finance Director
Phone: 020-7448-3244
or 01843-233500
Web site: http://www.hornby.com
Or http://www.scalextric.com
PARMALAT FINANZIARIA: Mexican Subsidiary Taps Frozen Accounts
-------------------------------------------------------------
Parmalat Finanziaria S.p.A., | Parmalat Finanziaria S.p.A.
under Extraordinary | in Amministrazione
Administration, communicates | Straordinaria informa che
that as a result of actions | a causa degli interventi
taken by the Mexican judicial | dell'autorita giudiziaria
authorities at the request of | messicana su richiesta di
Citigroup, its subsidiary | Citigroup, la propria
company Parmalat De Mexico sa | controllata Parmalat De
de C.V. is unable to process | Mexico Sa de C.V. non puo
its payroll using the financial | provvedere al pagamento dei
resources provided to it by | salari utilizzando le risorse
Parmalat S.p.A. | finanziarie messe a
| disposizione da Parmalat
| S.p.A.
|
This is an action that puts at | Tale azione pregiudica la
risk the survival of the | sopravvivenza della Societa
Mexican Company. | messicana.
Mexican Unit Negotiates With Citigroup
While Parmalat de Mexico was able to comply with its wage
obligations to 400 employees on February 16, 2004, the Mexican
unit missed payments to all 40 of its local dairy farm
suppliers.
Citigroup, via its Mexican arm Banamex, froze Parmalat de
Mexico's accounts. Several of the dairy suppliers have stopped
supplying services to the Mexican plant.
According to Hugo A. Lara, general director of Parmalat de
Mexico, the Company, along with parent Parmalat S.p.A., is
working to reach an agreement with Citigroup. Parmalat de
Mexico may suspend operations if talks fail, Mr. Lara told
Reuters.
On February 24, 2004, Parmalat de Mexico announced that it has
regained access to its account, the Bloomberg News reports.
Parmalat de Mexico opened in Mexico in 1995 in the western state
of Jalisco. It has distribution centers in Mexico City, Jalisco
and the northern state of Nuevo Leon.
Headquartered in Wallington, New Jersey, Parmalat USA
Corporation -- http://www.parmalatusa.com/-- generates more
than 7 billion euros in annual revenue. The Parmalat Group's
40-some brand product line includes milk, yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices and employs over 36,000
workers in 139 plants located in 31 countries on six continents.
The Company filed for chapter 11 protection on February 24, 2004
(Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP
represent the Debtors in their restructuring efforts. On June
30, 2003, the Debtors listed EUR2,001,818,912 in assets and
EUR1,061,786,417 in debts. (Parmalat Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service, Inc., 215/945-7000)
PARMALAT SPA: Credit Deterioration of CDOs Results in Downgrade
---------------------------------------------------------------
Fitch Ratings says synthetic arbitrage CDOs continued to see
slight credit deterioration in the last quarter of 2003,
according to the third special report on the agency's Synthetic
Index launched in June 2003. The index is a global benchmarking
tool for the credit quality of the reference pools underlying
synthetic arbitrage CDOs. The index benchmarks the performance
of all Fitch-rated static synthetic arbitrage CDOs
collateralized by investment grade corporate credits from the
beginning of 2000 to the end of 2003. Forty transactions were
added for a total of 258 CDOs referencing 1,144 corporate names.
Among the findings contained in the new report are:
(a) Credit deterioration in the last quarter of 2003 was
primarily due to the downgrade and then credit event called
on Parmalat S.p.A., as well as multiple notch downgrades of
other reference entities (Rhodia S.A., Hankyu Corporation
and Takefuji Corp among others). Nevertheless, this
deterioration occurred at a slower rate than before,
suggesting that, overall, corporate credit quality
deterioration is beginning to level off;
(b) An analysis of industry concentrations confirmed an increase
in banking and finance concentration;
(c) A new industry index introduced shows both Banking and
Finance and Utilities sectors have both outperformed the
index in terms of weighted average credit quality;
(d) Fifty-two CDOs within the index had exposure to Parmalat,
with a total nominal value of EUR600 million, or
approximately 17 basis points of the total nominal value of
all corporate credits included in the index.
(e) Ford Motor Company is the only entity that consistently
appeared in the top ten reference entities over the three-
year period.
The full report can be accessed at http://www.fitchratings.com
CONTACT: FITCH RATINGS
Gianluca Giurlando, London
Phone: +44 (0) 20 7417 6301
Irina Kissina
Phone: +44 (0) 20 7417 6307
Shaun Baddeley
Phone: +44 (0) 20 7417 4396
Media Relations:
Richard Lindsay, London
Phone: +44 20 7862 4080
===================
L U X E M B O U R G
===================
MILLICOM INTERNATIONAL: Daniel Johannesson Appointed Chairman
-------------------------------------------------------------
It is with great sadness that Millicom International Cellular
S.A. (Nasdaq:MICC) announces that its Chairman, Mr. Hakan Ledin,
has passed away at the age of 66.
Mr. Hakan Ledin died peacefully in Stockholm after a long
illness. He provided great service to Millicom for many years
contributing to the success of the Group. He had been a member
of the Board of Millicom since 1990.
At a Board of Director's meeting held Monday, Mr. Daniel
Johannesson was appointed as the new Chairman of Millicom. He
joined the Board of Millicom in May 2003.
Prior to joining Millicom, Mr. Johannesson held a number of
executive positions at major Swedish companies including Senior
Executive of the construction company Skanska, where he was
responsible for their telecommunications and facilities
management interests, and Chief Executive Officer of
Industriforvaltnings AB Kinnevik and national railway operator,
SJ.
Millicom International Cellular S.A., whose long-term corporate
credit is rated 'B+' by Standard & Poor's, is a global
telecommunications investor with cellular operations in Asia,
Latin America and Africa. It currently has a total of 16
cellular operations and licenses in 15 countries. The Group's
cellular operations have a combined population under license of
approximately 382 million people. In addition, Millicom
International Cellular provides high-speed wireless data
services in five countries.
CONTACT: MILLICOM INTERNATIONAL CELLULAR S.A.
Marc Beuls, President and
Chief Executive Officer, Luxembourg
Phone: +352 27 759 327
Andrew Best, Investor Relations Shared Value Ltd,
London
Phone: +44 20 7321 5022
Web site at: http://www.millicom.com
=====================
N E T H E R L A N D S
=====================
IFCO SYSTEMS: To Cancel Securities Registration in U.S.
-------------------------------------------------------
IFCO Systems N.V. on Monday announced that it will file a Form
15 with the U.S. Securities and Exchange Commission on March 8,
2004 to deregister its common shares under the Securities
Exchange Act of 1934.
As a result of this action, the Company's obligation to file
periodic reports will be suspended effective immediately upon
filing of the Form 15. In addition, the Company's common shares
will no longer be quoted on the OTC Bulletin Board. The
deregistration is expected to become effective within 90 days of
filing the Form 15. The Company's common shares will, however,
continue to be listed and traded on the Frankfurt Stock
Exchange. The Company is going to publish quarterly and annual
results according to the German Stock Exchange requirements in
the future and will continue to provide the same high level of
transparency in its financial reporting as in the past.
The Company's Board of Directors considered many factors in
making this decision. These factors included, but are not
limited to, (i) the reduced number of the Company's common
shareholders of record, (ii) the fact that the Company's shares
are very thinly traded within the United States and (iii) the
costs, both direct and indirect, associated with the preparation
and filing of the Company's periodic reports with the SEC. The
Company anticipates significant time and cost savings resulting
from deregistration.
IFCO Systems is a worldwide logistics service provider with
approximately 160 locations in Europe and North America. IFCO
Systems operates a pool of more than 65 million RPCs (Reusable
Plastic Containers) globally, which are used as a logistic
system predominantly for fresh produce by leading grocery
retailers.
In the United States, IFCO Systems also provides a national
network of pallet management services. With more than 45
million wooden pallets recycled annually, IFCO Systems is the
market leader in this industry. In 2002 IFCO Systems generated
revenues of US$380.7 million.
MILACRON INC.: Liquidity Facility Extended Until Friday
-------------------------------------------------------
Milacron Inc. (NYSE: MZ), a leading supplier of plastics
processing equipment and supplies and industrial fluids,
announced that its receivables purchase agreement and the
liquidity facility related to that program, which were due to
terminate last Friday, February 27, have been extended two weeks
to March 12.
Under the amended agreement, which is being filed with the U.S.
Securities and Exchange Commission, the company can sell up to
$30 million of receivables. Prior to this extension, the
program had been capped at $40 million, of which only $30
million was being utilized. PNC is the agent bank for the
receivables program.
On March 15, 2004, $115 million in principal amount of the
company's senior notes and approximately $54 million of the
company's indebtedness under its revolving credit facility are
due to mature. While Milacron does not have sufficient cash to
satisfy these maturities, it continues to hold discussions with
both current and prospective lenders and investors with respect
to meeting these obligations as well as replacing the
receivables program. However, the company can make no
assurances that these discussions will result in an agreement to
provide the necessary funds by March 15.
First incorporated in 1884, Milacron is a leading global
supplier of plastics-processing technologies and industrial
fluids, with about 3,500 employees and major manufacturing
facilities in North America, Europe and Asia. For further
information, visit http://www.milacron.com or call the toll-
free investor line: 800-909-MILA (800-909-6452).
*****
Last month, Milacron Capital Holdings B.V.'s EUR115 million of
7.625% senior unsecured Eurobond notes (guaranteed by Milacron)
due April 2005 was downgraded to Caa2, from Caa1. Milacron
Capital is the Dutch subsidiary of Milacron Inc.
MILACRON INC.: Special Refinancing Plan Request Okayed
------------------------------------------------------
Milacron Inc. (NYSE: MZ), a leading supplier of plastics
processing equipment and supplies and industrial fluids,
announced that the audit committee of its board of directors has
approved the use of an exception to the New York Stock
Exchange's shareholder approval policy so that the company could
possibly issue a number of shares of common stock, and/or
securities that are convertible or exercisable into a number of
shares of common stock, equal to or in excess of 20% of the
34,877,937 shares of Milacron common stock currently
outstanding.
These shares would be issued in the event the company negotiates
a refinancing plan prior to March 15 to satisfy its debt
maturities and replace its receivables securitization program,
which recently was extended to March 12.
On March 15, 2004, $115 million in principal amount of the
company's senior notes and approximately $54 million of the
company's indebtedness under its revolving credit facility are
due to mature.
As Milacron does not have sufficient cash to satisfy these
maturities, it continues to hold discussions with both current
and prospective lenders and investors with respect to meeting
these obligations as well as replacing the receivables program.
Many of the alternatives under discussion would involve the
issuance by March 15 of a number of shares of common stock, or
securities convertible or exercisable into a number of shares of
common stock, in excess of 20% of currently outstanding shares,
which would normally require shareholder approval according to
NYSE policy. That policy, however, provides for an exception in
situations where a delay resulting from securing shareholder
approval would seriously jeopardize the financial viability of
the company. With insufficient time to obtain shareholder
approval by March 15, Milacron's audit committee, having
determined the delay would seriously jeopardize the company's
financial viability, has approved use of the exception. The
NYSE has accepted the company's reliance on the exception.
Milacron is mailing a letter to all shareholders notifying them
of its intention to possibly issue the shares without seeking
their approval. Ten days after the notice is mailed, if a
transaction has been agreed to, the company may proceed to issue
up to 15,122,063 shares of common stock and/or securities that
are convertible or exercisable into such number of shares of
common stock, consisting of 4,729,151 treasury shares and
10,392,912 previously authorized but unissued shares.
The potential transactions currently being discussed would
likely require the eventual issuance of further additional
shares. If Milacron issues additional shares (or securities
convertible or exercisable for additional shares), beyond the
initial 15,122,063 shares, Milacron would seek shareholder
approval secured in due course to increase the number of shares
of common stock authorized for issuance under the company's
certificate of incorporation and for the issuance of such
securities.
At this point in time, it is unclear how many additional shares
of common stock (or securities convertible or exercisable for
additional shares) would be issued in connection with any
comprehensive refinancing plan pursuant to an agreement that
would provide for the required funds by March 15. Milacron can
make no assurances that it will reach an agreement or enter into
a transaction to provide the necessary funds by March 15.
===========
N O R W A Y
===========
AKER KVAERNER: Appoints Inge Hansen CEO of New Kvaerner ASA
-----------------------------------------------------------
Inge K. Hansen has been appointed Group President & Chief
Executive Officer of the new Aker Kvaerner, one of three groups,
which are being created as a result of the restructuring of the
current Aker Kvaerner. The new Aker Kvaerner will be a leading
industrial player with activities within oil, gas, energy and
process.
Inge K. Hansen's previous position was acting CEO with Statoil,
the Norwegian oil company. New CEO in Statoil will be Helge
Lund, who until now has been CEO in Aker Kvaerner.
Mr. Hansen has broad international experience from industry and
financial institutions. Before joining Statoil as chief
financial officer in 2000, he headed the investment bank Orkla
Enskilda where he worked for six years. Mr. Hansen played a
central role in the privatization and listing of Statoil in
2001.
"Inge Hansen has high personal integrity. He is thoroughly
honest, hands on and performance driven," says Kjell Inge Rokke.
In connection with this management change and in accordance with
previous statements, Mr. Rokke will immediately assume the
position as Group President & CEO of the current Aker Kvaerner
ASA, which is planning to change name to Kvaerner ASA. Aker
Kvaerner ASA's board of directors has decided that Lone Fonss
Schroder will replace Mr. Rokke as Chairman of this Board.
"We are proud that one of our leaders now move on to such an
important position in the Norwegian and international oil
industry. We see this as recognition of Aker Kvaerner's
industrial attitude and sound business culture," says Mr. Rokke.
"Mr. Lund's resignation came as a surprise to us, but with Inge
K. Hansen in place so swiftly, the implementation of our
industrial and financial plans will continue as previously
stated. Aker Kvaerner's management teams are experienced,
strong and highly motivated, which will ensure that our goals
are met," Mr. Rokke said.
Inge K. Hansen will be formally introduced to Aker Kvaerner
shareholders at the annual general meeting on March 19, 2004.
CONTACT: AKER KV'RNER ASA.
Media:
Geir Arne Drangeid
SVP Group Communications
Phone: +47 67 51 30 36
Mobile: +47 913 10 458
Investor Relations:
Tore Langballe
Vice President Group Communications
Phone: +47 67 51 31 06
Mobile: +47 907 77 841
===========
R U S S I A
===========
ALEXEEVSVKY CONCRETE: Court Opens Bankruptcy Proceedings
--------------------------------------------------------
The Arbitration Court of Belgorod region has commenced
bankruptcy supervision procedure on OJSC Alexeevsky concrete
product plant. The case is docketed as #A08-995/04-2B.
Vladimir Poluyanov, a member of TP Self-regulated organization
of arbitral managers RSNE (Moscow, Derbenyevskaya str. 11, bldg.
1), has been appointed temporary insolvency manager.
Creditors have until April 6, 2004 to submit their proofs of
claim to the insolvency manager at: 308015, Russia, Belgorod,
Gostenskaya str. 2, off. 1. A hearing will take place on June
15, 2004 at 11:00 a.m. at the Arbitration Court of Belgorod
region.
CONTACT: ALEXEEVSVKY CONCRETE PRODUCT PLANT
Russia, Belgorod region,
Alexeevka, Zavodskaya str. 1.
Vladimir Poluyanov, Temporary Insolvency Manager
308015, Russia, Belgorod,
Gostenskaya str. 2, off. 1.
Arbitration Court of Belgorod
308600, Belgorod, Narodnaya str. 135.
BIG DMITRIYEVSK: Auction of Weaving Assets Set March 25
-------------------------------------------------------
E. Puchova, the bidding organizer and insolvency manager of
weaving factory, OJSC Big Dmitriyevsk, will publicly auction the
company's properties on March 25, 2004, 10:00 a.m. The auction
will be held at Russia, Ivanovo, Ikryanistova-Nagovizina str.6.
The assets for sale are:
(a) Lot 1
Plant buildings (total area: 40,000 square meters)
Balance price is RUB8,505,523,32. Starting price is
RUB1,850,523.
(b) Lot 2
Plant buildings (total area: 1,000 square meters)
Balance price is RUB709,241,08. Starting price is
RUB450,000.
(c) Lot 3
Plant building (total area: 1,380 square meters)
Balance price is RUB2,988,833,08. Starting price is
RUB300,000.
(d) Lot 4
Plant building (total area: 14,000 square meters)
Balance price is RUB3,297,177.66. Starting price is
RUB450,000.
(e) Lot 5
Plant building (total area: 1,650 square meters)
Balance price is RUB1,519,296. Starting price is
RUB300,000.
(f) Lot 6
Manufactory building (total area: 62,000 square meters)
Balance price is RUB29,526,018. Starting price is RUB10,230
million.
Deposit is 20% of the initial price of each Lot.
Preliminary examination of auction conditions, document list for
participants, description of lots and reception of biddings is
done at: Russia, Ivanovo, Ikryanistova-Nagovizina str.6.
Applications to participate in the bidding is accepted until
5:00 p.m. of March 19, 2004. In order to participate in the
auction the bidder should transfer deposit to the settlement
account 40702810500000001178 in OJSC CIB "EUROALYANS", Ivanovo,
Stanko str.13, correspondent account 30101810800000000701, BIC
042406701, TIN3702030072, Recipient: OJSC Big Dmitriyevsk
Manufacturing. Deadline is March 19, 2004.
CONTACT: OJSC "BIG DMITRIYEVSK MANUFACTORY"
Russia, Ivanovo,
Ikryanistova-Nagovizina str.6.
E. Puchova, Insolvency manager
Russia, Ivanovo,
Ikryanistova-Nagovizina str.6.
Phone: 8-0932-469280,
8-0932-329003
FSUE ELECTROAPPARAT: Declared Insolvent
---------------------------------------
The Arbitration Court of Rostov region declared electric device
factory, Federal State Unitary Enterprise ELECTROAPPARAT,
insolvent and introduced bankruptcy proceedings on the company.
The case is docketed as #A53-14246/2001-C2-8. S. Skripilyev, a
member of TP Interregional self-regulated organization of
arbitral managers (344019, Rostov-on-Don, Sholochova prosp. 8a),
has been appointed insolvency manager.
Creditors have until May 6, 2004 to submit their proofs of claim
to the insolvency manager at: 344068, Russia, Rostov-on-Don, M.
Nagibina prosp. 40.
CONTACT: FSUE ELECTROAPPARAT
344068, Russia, Rostov region,
Rostov-on-Don, M. Nagibina prosp.40.
S. Skripilyev, Insolvency Manager
344068, Russia, Rostov region,
Rostov-on-Don, M. Nagibina prosp. 40.
IATROTECHNICS-PRODUCTS: Irkutsk Court Hires Insolvency Manager
--------------------------------------------------------------
The Arbitration Court of Irkutsk region declared state unitary
enterprise, Iatrotechnics-Medical Products & Devices (TIN
3809007047), insolvent and subsequently pronounced bankruptcy on
the company. The case is docketed as #A19-1403/04-37. Vladimir
Kvashuk was appointed insolvency manager.
Creditors have until April 6, 2004 to submit their proofs of
claim to the insolvency manager at: 664082, Russia, Irkutsk,
Post User Box 325.
CONTACT: IATROTECHNICS PRODUCTS & DEVICES FACTORY
664035, Russia, Irkutsk,
Rabochy Shtab str. 47.
Vladimir Kvashuk, Insolvency Manager
664082, Russia, Irkutsk,
Post User Box 325
INVACORP PHARMA: Court Appoints Temporary Insolvency Manager
------------------------------------------------------------
The Arbitration Court of Moscow has commenced bankruptcy
supervision procedure on pharmaceutical corporation, Closed JSC
INVACORP PHARMA (Russia, Moscow, Colomensky prosp. 13A). The
case is docketed as #A40-50798/03-38-36B. A. Bondarev, a member
of TP Self-regulated organization of arbitral managers in
Central Federal District, has been appointed temporary
insolvency manager.
Creditors have until April 6, 2004 to submit their proofs of
claim to the insolvency manager at: 141080, Russia, Korolev,
Kosmonavtov prosp. 29/12-35. A hearing will take place on May
11, 2004 at 10:00 a.m. at the Arbitration Court of Moscow.
CONTACT: INVACORP PHARMA
Russia, Moscow, Colomensky prosp. 13A
A. Bondarev, Temporary Insolvency Manager
141080, Russia, Korolev, Kosmonavtov prosp. 29/12-35.
MICHALUM: Auction of Aluminum Production Assets March 22
--------------------------------------------------------
The bidding organizer and external insolvency manager of
aluminum production plant OJSC Michalum will re-launch a public
auction of the company's production facilities on March 22,
2004, 11:00 a.m. The auction will be held at 623080, Russia,
Sverdlovsk region, Mikchaylovsk, Kirova str. 2.
The auction includes these assets previously offered:
(a) Lot 4
Plant buildings and Structures: 5 objects
Melting, rolling, metalcutting,
load-lifting, equipment: 93 objects
Starting price is RUB5.760 million.
Price will be increased by increments of RUB200,000.
(b) Lot 5
Plant buildings and Structures: 5 objects
Melting, rolling, metalcutting,
load-lifting, equipment: 105 objects
Starting price is RUB9.450 million
Price will be increased by increments of RUB300,000
(c) Lot 6
Plant buildings and Structures: 10 objects
Rolling, metalcutting, load-lifting equipment: 176 objects
Starting price is RUB18.900 million
Price will be increased by increments of RUB250,000
(d) Lot 8
Plant buildings and Structures: 2 objects
Melting, metalcutting, load-lifting, equipment: 26 objects
Starting price is RUB1.800 million
Price will be increased by increments of RUB100,000.
(e) Lot 9
Plant buildings and Structures: 3 objects
Woodcutting, load-lifting, equipment: 16 objects
Starting price is RUB3.960 million.
Price will be increased by increments of RUB100,000.
(f) Lot 10
Plant buildings and Structures: 16 objects
Trucks: 4 units
Woodcutting, load-lifting, equipment: 16 objects
Starting price is RUB1,350,000.
Price will be increased by increments of RUB100,000.
Additional assets for sale are:
(a) Plant buildings, structures and equipment: 53 objects
Price will be increased by increments of 5%. Deposit is 10%
of the starting price.
(b) Plant buildings, Structures and Equipment: 497 objects
Preliminary examination of auction conditions, document list for
participants, description of lots and reception of biddings is
done at 623080, Russia, Sverdlovsk region, Mikchaylovsk, Kirova
str.2., Phone: 8-343296-58221.
Applications to participate in the bidding are accepted until
March 17, 2004. In order to participate in the auction, the
bidder should transfer deposit to the settlement account
40702810713000100560 in OJSC Metkombank, correspondent account
30101810600000000881, BIC 046534881. Recipient: Aluminium
production plant OJSC Michalum. Deadline is March 17, 2004.
CONTACT: OJSC MICHALUM
623080, Russia, Sverdlovsk region
Mikchaylovsk, Kirova str.2.
Insolvency manager
623080, Russia, Sverdlovsk region,
Mikchaylovsk, Kirova str.2.,
Phone: 8-343296-58221
NOVODVINSKY CONCRETE: Court Commences Bankruptcy Procedure
----------------------------------------------------------
The Arbitration Court of Arkhangelsk region declared OJSC
Alexeevsky concrete product plant insolvent. Consequently,
bankruptcy proceedings have been commenced on the company.
The case is docketed as #A05-4225/03-75/15. Viktor Pushkin has
been appointed insolvency manager.
Creditors must submit their proofs of claim to the temporary
insolvency manager at: 164900, Russia, Arkhangelsk region,
Novodvinsk, Dobrovolskogo str. 6.
CONTACT: NOVODVINSKY CONCRETE PRODUCT PLANT
164901, Russia, Arkhangelsk region,
Novodvinsk, Dekabristov str. 13.
Viktor Pushkin, Insolvency Manager
164900, Russia, Arkhangelsk region,
Novodvinsk, Dobrovolskogo str. 6.
Phone: (81852) 4-87-11
PROMINVEST: Under Bankruptcy Supervision Procedure
--------------------------------------------------
The Arbitration Court of Ryazan region has commenced bankruptcy
supervision procedure on industrial investment company, Closed
JSC PROMINVEST. The case is docketed as #A54-344/04-C1.
Igor Ryumin, a member of TP Self-regulated organization of
arbitral managers "RSNE", has been appointed temporary
insolvency manager.
Creditors have until April 6, 2004 to submit their proofs of
claim to the insolvency manager at: 390044, Russia, Ryazan,
Moskovskoye shosse. 20, off. 37. A hearing will take place on
August 2, 2004 at 10:00 a.m. at the Arbitration Court of Ryazan
region.
CONTACT: Igor Ryumin, Temporary Insolvency Manager
390044, Russia, Ryazan,
Moskovskoye shosse. 20, off. 37.
PROMRADTECHBANK: Assets, Monetary Claim up for Grabs March 31
-------------------------------------------------------------
The bidding organizer and insolvency manager of OJSC JSB
PROMRADTECHBANK will auction the bank's properties and monetary
claim on March 31, 2004 at RUSS auction center, Russia, Moscow,
Furmanny per. 9/12.
The assets for sale are:
(Under Public Auction No.1)
# Lot The title of the Quantity of Nominal Start price
organization shares price of in RUB
1 share
----- ---------------- ----------- -------- -----------
1 Bank JSCB 3500 1000 876900
Metallinvestbank
(Under Public Auction No.2)
1 Moscow Financial 31 1000 7750
Chamber
2 Bank OJSC JSCB 1 100 25
Ingosstrach-Soyus
3 OJSC Radiokomplex 142 10 1420
4 OJSC Corporation 500 125000
Ros.info.set delovogo
sotrudnichestva
5 OJSC ZC Vetrenskoye 890000 1 5500000
6 OJSC Financial 330 1 330
industrial group ESTRA
7 CJSC Orbita 700 10 1750
8 CJSC Interregional 1000 10 2500
Trading Industrial Center
9 CJSC MRAP 10 1000 2500
10 CJSC Investpromradstroy 1300
11 Firm Erigra 1250
12 MVO Orgbank Contribution 5000 1250
to the authorized
fund
13 CJSC Centre of Bill 5289490 1300000
science Kredo
14 PLC PSC. Truver Bill 40000000 10000000
15 PLC Verder Bill 1212705 300000
16 PLC Artes Bill 2497539.79 625000
17 PLC Company Bill 5788400 1400000
Lucos-M
18 PLC Prodin M Bill 423645.92 106600
19 Sels Corporate Correspondent 944435.20 230000
Bank Limited, account
San Francisco balances
20 PLC Cafe Vodevil, Credit 991353.70 200000
Voronezh indebtedness
21 JSBank Incombank Debit 5105494.28 1276370
indebtedness
22 PLC Laptes, Tver Bill 2650554.46 660000
indebtedness
23 A. Litvin, Murom Credit 2122844.35 1000000
indebtedness
24 PLC SpezStroyTrade Bill 85402000 21000000
indebtedness
25 PLC Contract of 89978283 22500000
StroyInvestCompany purchase and
sale of Bill
26 PLC Reonty Contract of 80888000 20000000
purchase and
sale of Bill
27 O. Perevalov Loan agreement 1486087 750000
28 Limited Collection 3478482.57 875000
Partnership of credit
Astragal indebtedness
29 Rented property Capitalized 1514481.57 370000
PRTB, Moscow, costs
Luchanskaya str. 9
30 Rented property Capitalized 7741058 2000000
PRTB, Moscow, costs
Kutuzovsky
prosp. 34/21
31 Moscow region Collection 311619.43 78400
fund of small of credit
business support indebtedness
32 Limited Collection 2344444.44 570000
Partnership of credit
Artel starateley/ indebtedness
Artel of hatters
Arktoc
33 Firm Kontis Ltd Debit 1195286.40 300000
indebtedness
34 SWIFT Shares 51566.81 12890
35 CJSC Group EAM, Bill 1935548.61 483900
Moscow indebtedness
36 JSC Sormovsky Credit 119882.05 625000
factory Lazur, indebtedness
Nizhny Novgorod
37 FSUE Tambovapparat Credit 16845352.98 4211300
Tambov indebtedness
38 FSUE Zavod Credit 1469867.02 382250
Electromash indebtedness
39-48 Private persons Loan agreements
49 CJSC AVO, Moscow Credit 81185131.53 150000
indebtedness
50 JSC NII Sapfir, Credit 130000 32500
Makhachkala, indebtedness
Dagestan
51 FSUE Penza Bank 634327 158580
Factory of interest
computer rate
facilities
52 IMNS RF Debts under 15611.37 3900
(Department the taxes and tax
Ministry of collections
Taxes and Tax
Collection) in
Voskresensk
53 PLC Neoneks Debts under 800000 200000
agreement on
financing
under
concession of
monetary
claim
54 APK Salsky, Credit 2940105.93 735000
Rostov region indebtedness
(Under Public Auction No.3)
1 Gold in an 650
ingot, 10 grams
2 Permanent assets 91000
of OJSC JSBank
PROMRADTECHBANK
Preliminary examination with auction conditions, document list
for participants, description of lots and reception of biddings
is done at: Russia, Moscow, Furmanny per.,9/12. Reception of
biddings and documents for participation in the auction will be
done until 4:30 p.m. March 26, 2004.
In order to participate in the auction the bidder should
transfer deposit to the settlement account 40702810000010001074
in JSB "Gazprombank" branch, Moscow, correspondent account
30101810000000000360, BIC 044585360, TIN7714219545, Recipient:
The specialized organization "The AUCTION CENTER "RUSS" until
March 25, 2004. The bidding organizer and insolvency manager
will launch a partial sale of OJSC JSBank PROMRADTECHBANK's
assets on March 31, 2004:
Start of Public Auction No.1 11:00 a.m. (local time)
Start of Public Auction No.2 11:15 a.m. (local time)
Start of Public Auction No.3 12:00 p.m. (local time)
CONTACT: OJSC JSBank PROMRADTECHBANK
Russia, Moscow.
Phones: (095) 688-3883, 631-45-33
The AUCTION CENTER RUSS
Russia, Moscow, Furmanny per., 9/12.
Phones: 095-924-72-06, 095-208-29-90
TOMSK TOOL: Tomsk Court Initiates Bankruptcy Procedure
------------------------------------------------------
The Arbitration Court of Tomsk region declared tool factory,
OJSC TOMSK TOOL FACTORY (TIN7018006790) insolvent and
subsequently introduced bankruptcy proceedings on the company.
The case is docketed as #A67-6604/01. A. Bespechny, a member of
TP Kuzbass self-regulated organization of arbitral managers
(Kemerovo, Ostrovsky str. 32, off. 333), has been appointed
insolvency manager.
Creditors have until May 6, 2004 to submit their proofs of claim
to the insolvency manager at: 634041, Russia, Tomsk, Kirov
prosp. 36, off. 31.
CONTACT: A. Bespechny, Insolvency Manager
634041, Russia, Tomsk,
Kirov prosp. 36, off. 31.
Phone: (382-2) 43-00-90
Fax: (382-2) 43-00-89
URMARSKAYA FURNITURE: Succumbs to Bankruptcy
--------------------------------------------
The Arbitration Court of Republic of Chuvashia declared Closed
JSC Ibresinskaya furniture factory insolvent and subsequently
commenced bankruptcy proceedings on the company. The case is
docketed as #A79-7002/03-SK1-6682. V. Mityunin, a member of TP
Privolzhskaya self-regulated organization of arbitral managers
(Nizhny Novgorod, Pochainskaya str. 20 and Republic of
Chuvashia, Cheboksary, Petrova 6), has been appointed insolvency
manager .
Creditors have until May 6, 2004 to submit their proofs of claim
to the insolvency manager at: 428020, Russia, Republic of
Chuvashia, Cheboksary, Petrova 6.
CONTACT: V. Mityunin, Insolvency Manager
428020, Russia, Republic of Chuvashia,
Cheboksary, Petrova 6.
===========================
U N I T E D K I N G D O M
===========================
AULT FOODS: Calls in Administrator from PricewaterhouseCoopers
--------------------------------------------------------------
Name of Company: Ault Foods U.K. LIMITED
Nature of Business: Management Services
Trade Classification: 37
Date of Appointment: February 19, 2004
Joint Administrative Receiver: PRICEWATERHOUSECOOPERS LLP
Plumtree Court,
London EC4A 4HT
Receivers:
Michael John Andrew Jervis
(IP No 1185)
David Gerald Lancelot Hargrave
(IP No 101127)
*****
Ault Foods Limited's core business involves production of
cheese, and tablespreads. It is also involved in international
trade and licensing dairy technologies. Ault's brand includes
Black Diamond, Scheiders, Lactantia, Cheestrings, Ficello,
Balderson and Parkay.
AVECIA GROUP: Remains on CreditWatch Negative Despite Divestment
----------------------------------------------------------------
Standard & Poor's Ratings Services said on Monday that its 'B-'
long-term corporate credit rating on U.K.-based specialty
chemicals producer Avecia Group PLC (Avecia) remains on
CreditWatch with negative implications, following the
announcement that Avecia has divested its biocides business to
Arch Chemicals Inc. The company's ratings were originally
placed on CreditWatch on November 27, 2003.
"The CreditWatch placement continues to reflect Standard &
Poor's ongoing concerns about the group's aggressive operating
strategy and financial policy," said Standard & Poor's credit
analyst Christine Hoarau. "Although the proceeds from the asset
sale will be used to repay bank debt, Avecia is not expected to
significantly improve its financial ratios."
The disposal of the biocides business is consistent with the
group's strategy to increase its focus on its fine chemicals
activities. Standard & Poor's believes that this strategy has
increased the group's operating risk profile without
significantly improving its financial profile.
In the past several years, Avecia has been using the cash flow
generated by its other specialty chemicals activities to fund
investments in fine chemicals, and has also sold its most cash-
generative businesses to redeem debt and fund these investments.
As a result, the group's business portfolio is currently skewed
toward the most volatile and currently less profitable
activities, with the electronic materials and the fine chemicals
divisions representing about half of the group's sales (pro
forma for the divestiture of its biocides business). At the
same time, these disposals, whose proceeds were nevertheless
mainly used to repay bank debt, did not help the group to
restore its financial profile. The group still posted a net
debt-to-EBITDA ratio of more than 6x at the end of the third
quarter of 2003, and this ratio is not expected to improve
following the latest divestiture.
In its efforts to resolve the CreditWatch placement, Standard &
Poor's will focus on these key points:
(a) The outcome of current negotiations with banks regarding the
outstanding revolving facility and the resetting of covenants
for 2004 (year-end 2003 covenants have already been reset); and
(b) The company's business plan for 2004, notably for fine
chemicals, and its future operating and financial strategy.
CONTACT: STANDARD AND POORS RATING SERVICES
Analyst E-mail Addresses
christine_hoarau@standardandpoors.com
ralf_kortuem@standardandpoors.com
olivier_beroud@standardandpoors.com
CorporateFinanceEurope@standardandpoors.com
BERMUDA INSURANCE: Scheme Creditors Meeting Set Mar. 31, Apr. 1
---------------------------------------------------------------
Notice is hereby given that the Company has applied to the
Supreme Court of Bermuda and to the High Court of England and
Wales for directions relating to the convening and conduct of
meetings of the Company's Scheme Creditors.
The Meeting are proposed to be convened under Section 99 of the
Bermudian Companies Act 1981 and Section 425 of the Companies
Act 1985 of Great Britain for the purpose of enabling the Scheme
Creditors to consider and, if thought appropriate, approve an
Amending Scheme of Arrangement in respect of the Company and its
Scheme Creditors.
Should Amending Scheme become effective, it will amend and
restate the terms of the Scheme of Arrangement presently in
force in respect of the Company dated January 14, 1997 (the
Original Scheme).
The Amending Scheme will introduce a mechanism for the closure
of the Original Scheme by utilization of a bar date for
submission of claims together with an actuarially based
estimation methodology, where appropriate, to evaluate and
quantify liabilities (including contingent and future insurance
and reinsurance liabilities) notified under the Amending Scheme
owed by and to the Company. Such a mechanism will facilitate
the making of a substantive and ultimate distribution to Scheme
Creditors earlier than would be the case under the Original
Scheme.
At these directions hearing, the Company will request that the
Bermudian Court and English Court convene separate meetings of
its:
(i) Protected Scheme Creditors (being Scheme Creditors whose
claims are eligible for protection under the applicable
provision of the Policyholders Protection Act 1975 by
the Financial Services Compensation Scheme Limited; and
(ii) General Scheme Creditors (being Scheme Creditors in
respect of claims, which are not Protected Scheme
Claims).
Scheme Creditors who wish to attend and make representations in
connection with the composition of the Meetings at the Hearings
at 2:30 p.m. on April 1, 2004 in the Supreme Court of Bermuda
and at 10:30 a.m. on March 31, 2004 in the High Court of England
and Wales, should contact the Liquidators as soon as possible.
If the Courts give directions to convene the Meetings, the
Company will, in due course, make available to all Scheme
Creditors copies of the Amending Scheme and Explanatory
Statement at the same time as formal notice is given of the
Meetings. In the meantime, the latest drafts of those
documents, the Liquidators' letter to the Scheme Creditors dated
March 1, 2004 notifying Scheme Creditors of the Hearings and a
more detailed notice of the Hearings, the Bermudian and English
Court applications and draft Court Orders setting out the
proposed directions can be downloaded from http://www.bfmic.bm.
Alternatively, hard copies can be obtained from the Liquidators.
In the event the Courts give leave to convene the Meetings, we
would expect the bar date to be toward the end of September
2004.
J C McKenna, G H Hughes and L A Joaquin
CONTACT: BFMIC
18 Bevis Marks,
London EC3 7JB,
United Kingdom
Contact:
John Stow House, Liquidator
Phone: +44 (0) 20 7645 4995
Fax: +44 (0) 870 600 7582
CLIFFORD CHANCE LLP
10 Upper Bank Street,
London E14 5JJ,
United Kingdom
(Ref: PLH/M5020/18)
APPLEBY SPURLING & KEMPE
Canons Court,
22 Victoria Street
P O Box HM 1179,
Hamilton HM EX,
Bermuda (Ref: JF/SD)
BUCK YEATS: Wind up Resolution Passed
-------------------------------------
At an Extraordinary General Meeting of the Members of the Buck
Yeats North Limited Company on February 25, 2004 held at the
Suite 508, Daisyfield Business Centre, Appleby Street, Blackburn
BB1 3BL, the Special Resolution to wind up the Company was
passed.
Stephen P J White is appointed Liquidator for the Company.
BURGINHALL 1001: Hires Robin Davis as Liquidator
------------------------------------------------
At an Extraordinary General Meeting of the Members of the
Burginhall 1001 Limited Company on February 26, 2004 held at 33
Holborn, London EC1N 2HT, the subjoined Special Resolutions to
wind up the Company were passed.
Robin H. Davis of Lane Heywood Davis, Anchor Brewhouse, 50 Shad
Thames, Tower Bridge City, Tower Bridge, London SE1 2YB, is
appointed Liquidator for the Company.
CANARY WHARF: Files Circular Related to CWG Offer with UKLA
-----------------------------------------------------------
Pursuant to paragraphs 9.31 and 9.32 of the Listing Rules,
Canary Wharf Group plc confirms that two copies of the Circular
to Shareholders containing a response to the offer made by CWG
Acquisition Limited for the Company and a Notice of
Extraordinary General Meeting to be held on March 22, 2003,
together with explanatory information in relation to the
business of the EGM, have been submitted to the U.K. Listing
Authority.
The document will shortly be available for inspection at the UK
Listing Authority's Document Viewing Facility, which is situated
at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Phone: (020) 7066 1000
CONTACT: CANARY WHARF GROUP PLC
Anna Marie Holland
Assistant Company Secretary
Phone: 020 7537 5396
CAPITAL ENTERTAINMENT: Hires Joint Liquidators
----------------------------------------------
At an Extraordinary General Meeting of the Capital Entertainment
Limited (t/a Winter Wonderland 2003) Company on February 24,
2004, the subjoined Extraordinary Resolution to wind up the
Company was passed.
Jamie Taylor of Begbies Traynor, The Old Exchange, 234
Southchurch Road, Southend-on-Sea, Essex SS1 2EG and Theodoulos
Papanicola of Langley & Partners, Langley House, Park Road,
London N2 8EX, are appointed Joint Liquidators for the Company.
CONTACT: BEGBIES TRAYNOR
The Old Exchange
234 Southchurch Road,
Southend-on-Sea,
Essex SS1 2EG
Contact:
Jamie Taylor, Liquidator
LANGLEY & PARTNERS
Park Road,
London N2 8EX
Contact:
Theodoulos Papanicola, Liquidator
CHARTER PLC: Shareholders Approve Rights Issue Proposal
-------------------------------------------------------
[Note: Not For Distribution Or Transmission, Directly Or
Indirectly In Or Into The United States, Canada, Australia,
Japan, The Republic Of Ireland Or The Republic Of South Africa]
Following an Extraordinary General Meeting of the Company held
at 10:30 a.m. on Monday March 8, 2004 the resolution proposed at
the meeting in respect of the Rights Issue was approved.
Accordingly, Provisional Allotment Letters in respect of
entitlements to new Ordinary Shares pursuant to the Rights Issue
[were posted Monday] to Qualifying non-CREST Shareholders (other
than certain Non-U.K. Shareholders). It [was then] expected
that Nil Paid Rights will be credited to the stock accounts of
Qualifying CREST Shareholders (other than certain Non-U.K.
Shareholders) with effect from 8:00 a.m. on Tuesday March 9,
2004.
It [was also] expected that admission of the new Ordinary Shares
to the Official List of the U.K. Listing Authority, nil paid,
will become effective and that nil paid dealings in the new
Ordinary Shares will commence on the London Stock Exchange's
market for listed securities (for normal settlement) at 8:00
a.m. on Tuesday March 9, 2004.
The latest time and date for acceptance and payment in full for
new Ordinary Shares pursuant to the Rights Issue is 10:30 a.m.
Thursday April 1, 2004.
Definitions used in the Charter plc prospectus dated February
20, 2004 shall have the same meanings when used in this
announcement, unless the context requires otherwise.
CONTACT: CHARTER PLC
David Gawler
David Eilbeck
Phone: 020 7404 5959
HOARE GOVETT LIMITED
Philip Dayer
Neil Collingridge
Phone: 020 7678 8000
BRUNSWICK
Andrew Fenwick
Pamela Small
Phone: 020 7404 5959
CITY & LONDON: Extraordinary Resolution to Wind up Passed
---------------------------------------------------------
At an Extraordinary General Meeting of the City & London
(Caterers) Limited (t/a Pasha) Company on February 20, 2004 at 1
& 2 Raymond Buildings, Gray's Inn, London WC1R 5NR, the
subjoined Extraordinary Resolution to wind up the Company was
passed.
Nedim Patrick Ailyan, of Begbies Traynor, Prospect House,
Footscray High Street, Footscray, Sidcup, Kent DA14 5HN, and
David Paul Hudson, of Begbies Traynor, The Old Exchange, 234
Southchurch Road, Southend-on-Sea, Essex SS1 2EG, are hereby
appointed Joint Liquidators for the Company.
CONTACT: BEGBIES TRAYNOR
Prospect House
Footscray High Street,
Footscray, Sidcup,
Kent DA14 5HN
Contact:
Nedim Patrick Ailyan, Liquidator
BEGBIES TRAYNOR
The Old Exchange,
234 Southchurch Road,
Southend-on-Sea,
Essex SS1 2EG
Contact:
David Paul Hudson, Liquidator
DAIWA SECURITIES: Reorganizes U.K. Subsidiary
---------------------------------------------
Daiwa Securities Trust & Banking (Europe) Plc, a wholly owned
subsidiary of Daiwa Securities Group Inc., will shift its
headquarter from London, U.K. to Dublin, Ireland and integrate
both its functions to Dublin.
Daiwa Securities Group, which has been consolidating its
management resources to securities related businesses, has
approved of DSTB's plan to focus on securities related fund
administration service, which is highly rated among its
customers. Due to the increasing demand for hedge fund related
administration, the company's operations in Dublin have been
expanding. As a result the company has made the decision to
concentrate on the aforementioned operations and cut back on its
banking operations. Customer relation functions will continue
to be based in London to enable the company to provide unchanged
services to its customers.
Through this reorganization, the company will be able to
strengthen our fund administration businesses and streamline
costs associated with maintaining two offices (London and
Dublin).
PROFILE OF DSTB
Name: Daiwa Securities Trust & Banking (Europe) plc (Amended
from the former name Daiwa Europe Bank plc)
Headquarters: London, United Kingdom
Business: Custody, fund administration, and banking
Foundation: Founded as Daiwa Europe Bank plc in January, 1987
Number of employees: 72 in London, 107 in Dublin (as of
September, 2003)
ABOUT DAIWA SECURITIES GROUP INC.
The Daiwa Securities Group Inc. engages in Japanese domestic and
international securities-related businesses including brokerage,
investment banking, and asset management and research/systems
development. The Group presently employs approximately 12,000
employees in 16 countries. (Troubled Company Reporter-Asia
Pacific Vol. 7, No. 48)
CONTACT: DAIWA SECURITIES GROUP INC.
Toshihiko Onishi
E-mail: toshihiko.onishi@daiwa.co.jp
Phone: 81 3 3243 3847
DCM CAPITAL: Appoints Ernst & Young Liquidator
----------------------------------------------
At an Extraordinary General Meeting of the DCM Capital TWN (U.K)
Limited Company on February 19, 2004 held at the Sanno Park
Tower Building, 43F, 11-1 Nagatacho 2-chome, Chiyoda-ku, Tokyo
100-6150, Japan the Special Resolutions to wind up the Company
were passed.
Roy Bailey and Elizabeth Anne Bingham of Ernst & Young LLP, 1
More London Place, London SE1 2AF, are appointed Joint
Liquidators for the purposes of such winding-up and any power
conferred on them by law or by this Resolution may be exercised
and any act required or authorized under any enactment to be
done by them may be done by them jointly or by each alone, and
that the Articles of Association be and are hereby altered in
accordance with section 9 of the Companies Act 1985 to include
the provisions of Regulation 117 of Table A of the Companies
(Tables A-F) Regulations 1985.
EUROTUNNEL PLC: Calls for Resignation Pointless, Says Board
-----------------------------------------------------------
The Eurotunnel Board considers that the alliance of convenience
seeking to replace it has no credible strategy to ensure the
future of the Group.
The Eurotunnel Board has called for a vote against the dangerous
and opportunistic resolutions submitted to the General Meeting
of Eurotunnel SA on April 7 convened by the 'mandataire de
justice' (a court appointed official). Their only intention is
to enable an alliance of convenience to take the place of the
present Board of Directors without any serious program
whatsoever to ensure the future of Eurotunnel.
The Board notes that the main inspiration behind this comes from
Nicolas Miguet and Adacte, a French shareholder association, and
that it represents the culmination of several months of repeated
attempts to destabilize the company.
It stresses the lack of transparency of these would-be
'defenders of shareholder democracy' who present, in the
document setting out the grounds for their resolutions, a
catalogue of vague and pious wishes, which are completely out of
line with the wild claims that they were still making only
recently. In contrast to the Galaxie Project presented by
Eurotunnel's management, this empty 'program' cannot hope to
address the legitimate concerns of shareholders.
The Board considers that this amateur and improvised approach
cannot address Eurotunnel's fundamental problems, and disregards
the considerable progress already made by Eurotunnel's
management teams who have turned the Group into a model business
in many respects.
Finally, the Board reaffirms its unanimous support for the
Galaxie project, which addresses simultaneously the fundamental
problems of the company: exclusively private sector financing,
an excessively high level of debt, and insufficient traffic from
the rail operators.
Documents relating to the AGMs on April 7, 2004 are available on
the Eurotunnel Web site: http://www.eurotunnel.com
CONTACT: EUROTUNNEL PLC
Media Inquiries:
Kevin Charles
Phone: + 44 (0) 1303 288728
Investor Inquiries:
Xavier Clement
Phone: + 33 1 55 27 36 27
BRUNSWICK GROUP
Giles Croot
Phone: + 44 (0) 20 7404 5959
FINTRADE TECHNOLOGIES: Creditors Assembly Set March 16
------------------------------------------------------
There will be a Creditors Meeting of the Fintrade Technologies
Limited on March 16, 2004 at 10:30 a.m. It will be held at 8
Baker Street, London W1U 3LL.
A person authorized under section 375 of the Companies Act 1985
to represent a corporation must produce to the Chairman of the
Meeting a copy of the Resolution from which their authority is
derived. The copy Resolution must be under seal of the
corporation, or certified by the Secretary or Director of the
corporation as a true copy. Please note that a Creditor is
entitled to vote only if he has delivered to the Administrators
not later than 12:00 noon on March 15, 2004 details in writing
of the debt claimed to be due from the Company, and the claim
has been duly admitted under the provisions of the Insolvency
Rules 1986 and there has been lodged with the Administrators any
proxy which the Creditor intends to be used on his behalf.
GOVETT ENHANCED: To Propose Winding up at March 29 EGM
------------------------------------------------------
Recommended Winding-Up and Reconstruction Proposals
The Boards of Govett Enhanced Income Investment Trust PLC (the
Company) and GEIIT Securities PLC, its subsidiary, have on
Friday announced recommended Proposals for the members'
voluntary liquidation and reconstruction of the Subsidiary and
the members' voluntary liquidation of the Company.
Under the Proposals, ZDP Shareholders will have the option to
roll over their investment in a tax efficient manner by electing
to receive Securities in either one or both of these unlisted
Rollover Funds, managed by Gartmore:
(a) shares in the Gartmore Cautious Managed Fund, a sub-fund of
a U.K. open-ended investment company; and/or
(b) units in the Gartmore CashTrust, a U.K. authorized unit
trust, and/or elect to receive cash.
ZDP Shareholders may elect for a mixture of the Rollover Funds
and/or cash, as suits their personal investment requirements.
As at March 3, 2004, the Ordinary Shares had no net asset value
attributable to them. The Board firmly believes that, on a
winding-up of the Company on March 31, 2004, other than the
amount intended to be paid by way of the Final Interim Dividend
there will be no assets for distribution to Ordinary
Shareholders. Consequently, the Board considers that a scheme
of reconstruction would not be appropriate for the Company and
one is not being proposed.
Ordinary Shareholders will, however, receive a Final Interim
Dividend in respect of the undistributed net revenue of the
Company.
The Proposals, so far as they relate to the Subsidiary, are
conditional on Shareholder approval being given at the Separate
General Meeting and the First Subsidiary EGM, both convened for
March 29, 2004 and the Second Subsidiary EGM convened for 31
March 2004 (or, in each case, at any adjournment of such
Meetings). So far as they relate to the Company, the Proposals
are conditional on Shareholder approval at the Company EGM
convened for March 31, 2004 (or at any adjournment of such
Meeting). The consequences of Ordinary Shareholders not
approving the winding-up of the Company is set out under the
heading 'Consequences of Ordinary Shareholders not approving the
winding-up of the Company' below.
Shareholders are encouraged to complete and return their Forms
of Proxy whether or not they intend to attend the Meetings and
ZDP Shareholders are encouraged to make an Election for the
Option(s) they would prefer in respect of their ZDP Shares. ZDP
Shareholders who do not return a validly completed Form of
Election or who do not make a valid Election for the purposes of
the Proposals will be deemed to have made an Election for
Gartmore CashTrust Units in respect of their entire holding,
unless they are Savings Schemes Participants, in which case they
will be deemed to have elected for cash.
Background to and reasons for the Proposals
The Company and the Subsidiary were established in March 1999
with the investment objective of maximizing the income of, and
return of capital to, Ordinary Shareholders having achieved a
capital return sufficient to repay the capital entitlement of
ZDP Shareholders of 145.7p per ZDP Share on March 31, 2004.
At the time of the launch, it was envisaged that the Group would
seek to achieve its objective through carefully diversified
investment in a range of investments, consisting predominantly
of U.K. listed equity and equity-related securities and listed
investment-grade fixed interest securities. The equity
proportion of the portfolio would contain some geared ordinary
shares and income shares of other investment funds.
Overall, since its launch, the Group has suffered as a result of
significant falls in the U.K. stock market and, in particular,
from the fall in value of the equity proportion of the
portfolio. Negative portfolio returns combined with the gearing
effect of the Loan Facility and ZDP Shares have resulted in the
Ordinary Shares having a nil net asset value and the Directors,
with regret, consider that the position will remain unchanged
through to March 31, 2004. The Ordinary Shares have, however,
enjoyed a regular income through dividend payments since the
Company's launch.
Negative portfolio returns have also affected the net asset
value of the ZDP Shares. As at March 3, 2004, the net asset
value of the ZDP Shares was 128.06 pence per ZDP Share
(calculated on a mid-market value basis) as compared to an
accrued capital entitlement of 144.91 pence per ZDP Share and a
closing mid-market price of 124.25 pence per ZDP Share. The
Directors therefore further consider that the consolidated net
assets of the Group, based on mid-market prices, will be
insufficient to cover the full capital entitlement of the ZDP
Shares as at March 31, 2004 of 145.7p per ZDP Share. The
Directors believe that the Group has nevertheless performed such
that ZDP Shareholders, who subscribed at launch, will receive a
higher amount upon the Subsidiary's winding-up than if they had
either deposited at the bank or invested in comparable gilts.
The Company's Articles of Association provide for the Directors
to convene an extraordinary general meeting of the Company on or
about March 31, 2004 at which an ordinary resolution would be
proposed to the effect that the Company continues in existence.
If such a resolution is not passed, the Company would be
dissolved and the Directors would convene a further
extraordinary general meeting not later than four months after
the first extraordinary general meeting at which a resolution
must be proposed to place the Company into voluntary
liquidation. Under the Subsidiary's Articles of Association,
the Directors are obliged to convene an extraordinary general
meeting of the Subsidiary on or immediately before March 31,
2004 at which a special resolution must be proposed (and which,
pursuant to the terms of the Articles, will be passed) to place
the Subsidiary into voluntary liquidation unless the Directors
have been released from their obligation to do so by a special
resolution of the Subsidiary.
If the Company and the Subsidiary were simply to be wound up in
accordance with their Articles of Association this would result
in all ZDP Shareholders receiving cash for their investment and,
depending on their individual circumstances, incurring a
liability to capital gains tax. The only assets attributable to
Ordinary Shares in a winding-up of the Company would be the
undistributed revenue profits of the Company.
The Directors believe that some ZDP Shareholders wish to
continue their investment through one or more successor vehicles
rather than simply to receive cash in a liquidation. The
Proposals have been designed to provide ZDP Shareholders with a
choice of continuing or realizing their investment, rather than
simply putting the Company and the Subsidiary into voluntary
liquidation without the benefit of the Options being available
to ZDP Shareholders.
The Directors further believe that Ordinary Shareholders would
prefer to receive the undistributed revenue profits of the
Company in the form of a dividend paid prior to the end of the
current tax year and carrying a tax credit.
The Proposals
General
At the Company EGM, an ordinary resolution will be proposed
which, if passed, will place the Company in liquidation,
instruct the Secretary to hold the books of the Company to the
Liquidators' order and appoint the proposed Liquidators.
Following the passing of the winding-up resolution at such
Meeting, the Company will enter members' voluntary liquidation
and the listing of the Ordinary
Shares will be cancelled.
At the Separate General Meeting of the ZDP Shareholders an
extraordinary resolution will be proposed which, if passed, will
approve the variation of the rights of the ZDP Shareholders,
which the Scheme entails. At the First Subsidiary EGM special
resolutions will be proposed which, if passed, will increase the
authorized share capital of the Company (from GBP1,300,010 to
GBP1,300,012; an increase of less than 0.0001%) and give
Directors allotment authority, reclassify the ZDP Shares,
authorize the implementation of the Scheme by the Liquidators
and amend the Articles of Association of the Subsidiary for the
purposes of its implementation. Finally, at the Second
Subsidiary EGM, a special resolution will be proposed which, if
passed, will place the Subsidiary in liquidation, instruct the
Secretary to hold the books to the Liquidators' order and
appoint the proposed Liquidators.
To see details of the proposal:
http://bankrupt.com/misc/Govett_Proposal.htm
GOVETT ENHANCED: Warns of Investment Losses if Winding up Fails
---------------------------------------------------------------
Benefits of the Scheme
The Directors [of Govett Enhanced Income Investment Trust PLC]
consider that the Scheme should have these benefits for
ZDP Shareholders:
(a) in respect of Elections made for Gartmore Cautious Managed
Shares, they enable ZDP Shareholders to retain market exposure
and to continue to receive investment returns without incurring
an immediate liability to capital gains tax;
(b) in respect of Elections made for Gartmore CashTrust Units,
they provide ZDP Shareholders with the flexibility to dispose of
Gartmore CashTrust Units at a time of their choosing and, in
particular, at a date appropriate to that ZDP Shareholder's
personal taxation circumstances; and
(c) in respect of both Rollover Funds, they enable ZDP
Shareholders to avoid the usual costs associated with a purchase
of the Securities of the Rollover Funds.
Consequences of Ordinary Shareholders not approving the winding-
up of the Company
If Ordinary Shareholders do not vote in favor of the winding-up
resolution and related resolutions at the Company EGM the
Company will remain in existence but the Board firmly believes
that, following the payment of the Final Interim Dividend
referred to below, on any subsequent winding-up of the Company
there will be no assets attributable to the Ordinary Shares. In
this event, the Board of the Company would intend to petition
the High Court for the winding-up of the Company. This would,
however, have no material impact on the position of ZDP
Shareholders under the Proposals.
Entitlements under the Proposals
ZDP Shareholders
ZDP Shareholders may elect to receive either or both of the
Securities and/or cash. The number of Securities to which each
ZDP Shareholder will be entitled will be calculated by dividing
the aggregate value on the Transfer Date attributable to the ZDP
Shares in respect of which they have made or deemed to have made
Elections for the Rollover Funds by the relevant Rollover Price
on the Transfer Date.
The aggregate value of the ZDP Shares to be used for the
purposes of calculating the number of Securities to which each
ZDP Shareholder will be entitled on the Transfer Date will be
derived from the Terminal Asset Value of the ZDP Shares, which
will be calculated as at the Calculation Date by deducting from
the assets of the Company the expenses of the Proposals and the
amount of the Liquidation Funds (excluding the entitlements of
ZDP Shareholders electing (or being deemed to have elected) for
the Cash Option but including the Retention).
Whilst the exact value of the ZDP Shares cannot be calculated
until the Calculation Date, if the Company and the Subsidiary
had been wound up on 3 March 2004 the Directors estimate that
the Terminal Asset Value would have been 126.88p per ZDP Share,
excluding the necessary costs of realizing the portfolio. It
should be noted that this figure is given for illustrative
purposes only and should not be regarded as a forecast of the
actual Terminal Asset Value of the ZDP Shares.
The actual number of Securities to be issued to the relevant ZDP
Shareholders will reflect the valuation, as at the Transfer
Date, of the assets transferred to the relevant Rollover Fund
divided by the relevant Rollover Price.
The number of Gartmore CashTrust Units and Gartmore Cautious
Managed Shares to be issued pursuant to the Scheme will be
rounded up to the nearest one-hundredth of a Gartmore CashTrust
Unit and/or Gartmore Managed Share, as the case may be, at the
Manager's expense.
Ordinary Shareholders
The Ordinary Shares are entitled to the revenue profits of the
Company and to its net assets on a winding-up after the Loan
Facility has been repaid and after liabilities to creditors and
the entitlements of the ZDP Shares have been met. Owing to the
capital structure of the Company, the Ordinary Shares currently
have nil net asset value attributable to them and, consequently,
the Options under the Proposals are not being made available to
the holders of Ordinary Shares. On a winding-up of the Company
in the absence of the Proposals and in accordance with the
Company's Articles of Association, the position would be the
same in that there would have been no assets for distribution to
Ordinary Shareholders.
The undistributed revenue profits earned by the Company in
respect of the period to 30 March 2004 will, subject to legal
restraints, be paid as a Final Interim Dividend on 31 March 2004
to Ordinary Shareholders on the Register as at 19 March 2004,
thus enabling Ordinary Shareholders to benefit from the 10% tax
credit available on dividend distributions in respect of the
current 2003/04 tax year. Any revenue profits earned by the
Company from 1 April 2004 will be distributed to Ordinary
Shareholders by the Liquidators as a liquidation distribution.
Cash payments out of the Company's Liquidation Fund
Any balance in the Liquidation Fund of the Company, after the
settlement of all creditors, will be distributed by the
Liquidators in cash to Ordinary Shareholders (after all monies
due to the Subsidiary under the Subscription Agreement have been
paid in full) on the Register on the Effective Date pro rata to
their respective holdings, provided that no amount of less than
GBP3.00 shall be paid to any Ordinary Shareholder and all such
amounts shall instead be paid by the Liquidators to Macmillan
Cancer Relief (Registered Charity number:261017).
Cash payments out of the Subsidiary's Liquidation Fund
Any balance in the Liquidation Fund of the Subsidiary, after the
settlement of all creditors and the payment of cash under the
Cash Option and to Restricted Persons, will be distributed by
the Liquidators in cash under the terms of the Scheme to ZDP
Shareholders on the Register on the Effective Date pro rata to
their respective holdings, provided that no amount of less than
GBP3.00 shall be paid to any ZDP Shareholder and all such
amounts shall instead be paid by the Liquidators to Macmillan
Cancer Relief (Registered Charity number: 261017).
To see full copy of proposal:
http://bankrupt.com/misc/Govett_Proposal.htm
GOVETT ENHANCED: Urges Investors to Accept Liquidation Proposal
---------------------------------------------------------------
General
If the Proposals [for the members' voluntary liquidation and
reconstruction of GEIIT Securities PLC and the members'
voluntary liquidation of Govett Enhanced Income Investment Trust
PLC] become effective, the Group's total costs in connection
with the Proposals will be approximately GBP382,000 (inclusive
of irrecoverable VAT) and will be met by the Subsidiary out of
its Liquidation Fund.
Conditions to the Proposals
The Scheme is conditional, inter alia, upon:
(a) the passing of all Resolutions to be proposed at the
Subsidiary EGMs and the Separate General Meeting (or at any
adjournment thereof); and
(b) the Directors not resolving to abandon the Scheme.
The winding-up of the Company and the Subsidiary are conditional
on the passing of the winding-up resolutions at the Company EGM
and the Second Subsidiary EGM respectively.
Shareholder approval of the Proposals
As the Proposals are conditional on the passing of the
Resolutions, Shareholders are requested to vote in favor of the
Proposals and to complete and return their Forms of Proxy,
irrespective of the Election, if any, ZDP Shareholders intend to
make in respect of their ZDP Shares.
If the Scheme is approved and becomes effective, it will be
binding on all ZDP Shareholders whether or not they have voted
for the Resolutions.
Dissenting ZDP Shareholders
ZDP Shareholders may make an application, pursuant to Section
111 of the Insolvency Act 1986, to dissent from the Scheme. The
Liquidators may purchase the interest of such ZDP Shareholders
at a price which would not exceed the amount such holder would
receive on a straightforward winding-up of the Subsidiary (i.e.
an amount equal in value to what would be received by such
holder electing for the Cash Option).
Taxation
The receipt of Gartmore Cautious Managed Shares and/or Gartmore
CashTrust Units under the Proposals should not, on the basis of
current legislation and Inland Revenue practice, trigger a
disposal of ZDP Shares for the purposes of capital gains tax
where these are held as an investment. A subsequent sale,
redemption or other disposal of the Gartmore Cautious Managed
Shares and/or Gartmore CashTrust Units acquired will, however,
constitute a disposal for capital gains tax purposes and may,
depending on a ZDP Shareholder's particular circumstances, give
rise to a liability to capital gains tax. ZDP Shareholders who
are U.K. resident individuals benefit from an annual exemption,
which currently exempts the first GBP7,900 of any gains from
charge to capital gains tax, and may be entitled to indexation
allowance and/or taper relief based on the overall period of
holding of their investment.
ZDP Shareholders who are U.K. residents and who elect for the
Cash Option in respect of some or all of their holdings under
the Scheme will be treated as disposing of a proportion or all
of their ZDP Shares for capital gains tax purposes and may,
depending on their personal circumstances, be liable to capital
gains tax on any gain realized on such disposal. You are
advised to consult an independent professional adviser
immediately if you are in any doubt as to your circumstances.
Action to be taken
It is important that Shareholders return their Forms of Proxy as
soon as possible and in any event so as to be received not later
than 48 hours before the appointed time of the relevant meeting.
In addition, ZDP Shareholders should return their Forms of
Election so as to be received no later than 5.00 p.m. on 19
March 2004.
Recommendation
The Board, who have received financial advice from UBS, consider
the Proposals to be in the best interests of Shareholders as a
whole. In providing its advice, UBS has relied on the
Directors' commercial assessment of the Proposals.
Accordingly, the Board recommends that Shareholders vote in
favor of all of the Resolutions to be proposed at the Separate
General Meeting of the ZDP Shareholders and the Extraordinary
General Meetings of the Company and the Subsidiary.
The choice between the Options available to ZDP Shareholders
under the Proposals is a matter for each ZDP Shareholder to
decide and will be influenced by their individual financial and
tax circumstances and their investment objectives. Shareholders
should seek their own personal financial advice from an
appropriately qualified independent adviser authorized pursuant
to the Financial Services and Markets Act 2000.
The Directors intend to vote in favor of all of the Resolutions
to be proposed at the Separate General Meeting and the
Extraordinary General Meetings in respect of their beneficial
holdings amounting, in aggregate, to 10,000 Ordinary Shares
representing 0.02% of the issued share capital of the Company
and 10,000 ZDP Shares representing 0.02% of the ZDP Shares in
issue in the Subsidiary.
To see full copy of proposal:
http://bankrupt.com/misc/Govett_Proposal.htm
HARDWOOD FLOORING: Creditors Meeting Set March 24
-------------------------------------------------
Notice is hereby given by Trevor Patrick O'Sullivan and Michael
Jonathan Christopher Oldham of RSM Robson Rhodes LLP, 186 City
Road, London EC1V 2NU that a Meeting of Creditors of Hardwood
Flooring Supplies Limited is to be held at Holiday Inn Woking
Victoria Way, Woking Surrey GU21 1EW on Wednesday March 24, 2004
at 11:00 a.m.
The Meeting is an initial creditors' meeting under paragraph 51
of Schedule B1 to the Insolvency Act 1986.
A proxy form is available which 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 noon on the business
day before the day fixed for the meeting, details in writing of
your claim.
Trevor Patrick O'Sullivan and Michael Jonathan Christopher
Oldham, Joint Administrators
HOLLINGER INC.: Telegraph Ousts Lord Black from Board
-----------------------------------------------------
The Telegraph Group has kicked out Conrad Black as its chairman,
Hollinger International said, according to The Scotsman.
Last month, Lord Black was found to have breached his fiduciary
duties to U.S.-based Hollinger International, the operating
company of the Daily Telegraph. The verdict follows the
discovery of millions of unauthorized payments he made to
himself and some of his colleagues. He subsequently resigned as
Hollinger International chief executive, and was ousted as its
chairman.
As a further blow, vice-chancellor Leo Strine of the Delaware
Chancery Court recently blocked his plans to sell a controlling
stake in Toronto-based parent company Hollinger Inc., which owns
about 72% of the voting control but only 30% of the equity in
Hollinger International.
Lord Black remains a member of Hollinger International's board
of directors and the company's controlling stakeholder despite
the termination of his employment.
Hollinger International also owns the Sunday Telegraph as well
as the Chicago Sun-Times and the Jerusalem Post.
INTERNATIONAL POWER: Expanding Investments in Turkey, Pakistan
--------------------------------------------------------------
International Power plc (rated BB/Stable/ by Standard & Poor's)
on Monday announces it has signed an agreement to acquire a 31%
interest in the 478 MW Trakya CCGT facility in Turkey and a 40%
interest in the 586 MW Uch CCGT facility in Pakistan. The
interests will be acquired from Powergen for a total acquisition
price of GBP21 million and the assumption of contingent
liabilities up to a further GBP8.6 million. Completion is
subject to the satisfaction of certain conditions precedent.
These acquisitions will be immediately earnings enhancing, and
will strengthen the contracted base of IPR's asset portfolio.
Trakya is a complementary plant to IPR's existing Uni-Mar
investment and will enhance the company's position in this
important European market.
About International Power:
International Power plc is a global independent power generation
company with interests in over 25 operational power stations
that have a combined generation capacity of 16,840 MW (gross).
Among the countries where it has facilities in operation or
under construction are Australia, the United States, the United
Kingdom, the Czech Republic, the UAE, Portugal, Turkey,
Malaysia, Pakistan and Thailand. International Power is listed
on the London Stock Exchange and the New York Stock Exchange.
The ticker symbol on both stock exchanges is 'IPR'.
CONTACT: INTERNATIONAL POWER
Aarti Singhal
Phone: +44 (0) 20 7320 8681
INVENSYS PLC: Redeeming 5.5% Notes Due April 2005
-------------------------------------------------
Invensys PLC purchased EUR452,105,000 of its outstanding EUR500
million 5.5% Notes due April 1, 2005 (issued under its EUR2
billion Medium Term Note Program) tendered by Noteholders under
the Tender Offer announced on February 16, 2004. The purchase
leaves EUR47,895,000 of its EUR500 million 5.5% Notes due April
1, 2005 outstanding. The purchased Notes will be cancelled.
JAMES & BLOOM: Names PFK Administrative Receiver
------------------------------------------------
Name of Company: James & Bloom Limited
Reg No 00095800
Nature of Business: Supply of Materials for Vehicle Body
Building and Manufacture of Roller Shutters
Trade Classifications: 5030 and 2875
Date of Appointment of Joint Administrative Receivers:
February 20, 2004
Name of Person Appointing the Joint Administrative Receivers:
Venture Finance plc
Joint Administrative Receivers: PKF
Sovereign House,
Queen Street,
Manchester M2 5HR
Receiver:
Kerry Bailey
(Office Holder No 8780)
PKF
52 Mount Pleasant,
Liverpool L3 5UN
Receiver:
Jonathan D Newell
(Office Holder No 6419)
J SAINSBURY: Extraordinary Resolution Passed
--------------------------------------------
Name of Companies:
J Sainsbury Developments (No.2) Limited
J Sainsbury (Properties) Limited
J Sainsbury Trustees (No.2) Limited
Lewis Hayward Limited
At an Extraordinary General Meeting of the Members of these
Companies on February 26, 2004 held at 33 Holborn, London EC1N
2HT, on 26 February 2004, the subjoined Extraordinary
Resolutions to wind up the Company were passed.
Robin H Davis of Lane Heywood Davis, Anchor Brewhouse, 50 Shad
Thames, Tower Bridge City, Tower Bridge, London SE1 2YB is
appointed Liquidator for the Company.
KWELM COMPANIES: To Consider Modifying Injunction Order Mar. 19
---------------------------------------------------------------
United States Bankruptcy Court
Southern District of New York
In re:
Petition of Christopher John Hughes
Ian Douglas
As Joint Provisional Liquidators of
Kingscroft Insurance Company Ltd.,
Walbrook Insurance Company Limited,
El Paso Insurance Company Limited,
Lime Street Insurance Company Limited and
Mutual Reinsurance Company Limited,
Debtors in Foreign Proceedings.
An Ancillary Case under Section 304 of the
Bankruptcy Code
Case Nos. 92-B-41974 (PCB) through 92-B-41977(PCB)
And 92-B44623(PCB) Jointly Administered
NOTICE OF MOTION FOR MODIFICATION OF PERMANENT
INJUNCTION PURSUANT TO BANKRUPTCY CODE
SECTION 304(B) IN AID OF AMENDING SCHEME ARRANGEMENT
PLEASE TAKE NOTICE that pursuant to an order of the United
States Bankruptcy Court for the Southern District of New York, a
hearing will be held on March 19, 2004 at 2:30 p.m., or as soon
thereafter as counsel may be heard, before The Honorable
Prudence C. Beatty in Room 701 of the Bankruptcy Court, located
at The Alexander Hamilton Custom House, One Bowling Green, New
York, New York 10004, to consider the motion of the Scheme
Administrators of Kingscroft Insurance Company Limited, Walbrook
Insurance Company Limited, El Paso Insurance Company Limited,
Lime Street Insurance Company Limited and Mutual Reinsurance
Company Limited for entry of an order pursuant to 11 U.S.C.
SS105(a) and 304(b) modifying the Bankruptcy Court's Permanent
Injunction Order, dated December 14, 1993 (the Original Section
304 Order), in order to encompass within its terms, and hereby
give full force and effect in the United States to, to the
proposed Amending Scheme of Arrangement, dated December 5, 2003
between the Scheme Companies and their respective Scheme
Creditors, comprising General Scheme Creditors and Protected
Scheme Creditors (as those terms are defined in the Amending
Scheme).
The Scheme Companies currently are subject to a Scheme of
Arrangement, dated September 8, 1993 (the Original Scheme) and
effective December 15, 1993. The directors of the Scheme
Companies, including the Scheme Administrators, have proposed
certain amendments to the Original Scheme, through the operation
of an Amending Scheme pursuant to Section 425 of the Companies
Act 1985 of Great Britain and in respect of Mutual Reinsurance
Company Limited only, Section 99 of the Companies Act of
Bermuda. At separate meetings of General Scheme Creditors and
Protected Scheme Creditors for each of the Scheme Companies,
held on January 29, 2004, the requisite statutory majorities of
each of those classes of Scheme Creditors approved the Amending
Scheme, and a hearing sanction the Amending Scheme is scheduled
to be held before the High Court of Justice of England and Wales
on February 27, 2004. If sanctioned and implemented, the
Amending Scheme will make certain amendments to the Original
Scheme that would affect the right and obligations of the Scheme
Companies' Scheme Creditors, including the manner in which
Scheme Creditor's disputed claims will be adjudicated.
By the Motion before the Bankruptcy Court, the Scheme
Administrators seek to modify the Original Section 304 Order so
as to extend its permanent injunction in order to implement the
provisions of the Amending Scheme in the United States. Copies
of the Scheme Administrators' Motion to Modify the Original 304
Order and the proposed Order granting the Motion, as well as
copies of the Amending Scheme and the accompanying Explanatory
Statement, including the proposed changes to the Original
Scheme, are available to review and download from the Scheme
Companies' Web sit at http://www.kwelm.com. These documents
also may be obtained by fax or written request to the Scheme
Administrators' counsel at the address listed below.
PLEASE TAKE FURTHER NOTICE that objections, if any, to the
Motion must be made in writing describing the basis therefore
and shall be filed with the Bankruptcy court electronically with
the General Order M-182 by registered users of the Bankruptcy
Court's electronic case filing system, and by all other parties
in interest, on a 3.5 inch disc, preferable in Portable Document
Format (PDF), Word Perfect or any other Window-based word
processing format, with hard copy to the Chambers of the
Honorable Prudence C. Beatty, and served upon Cadwalader,
Wickersham & Talt LLP, 100 Maiden Lane, New York, New York 10038
(Attention: Gregory Petrick and Ingrid Bagby), counsel to the
Scheme Administrators so as to be received at 4:30 p.m., New
York time at least three (3) business days prior to the Return
Date.
CONTACT: CADWALADER, WICKERSHAM & TAFT LLP
100 Maiden Lane,
New York, New York 10038
Contact:
Gregory Petrick (GP 2175)
Ingrid Bagby (IB 3844)
Phone: (212) 504 6000
Fax: (212) 504 6666
Attorneys for Christopher John Hughes and Ian Douglas Baker
Bond, as the Joint Administrators.
LURIE & CO.: Appoints Liquidator
--------------------------------
At an Extraordinary General Meeting of the Members of the Lurie
& Co. Limited Company, duly convened, and held at 38 Esplanade,
Jersey C.I., on February 12, 2004, the Special Resolution to
wind up the Company was passed.
That the Company be wound up voluntarily, and that Alan Maurice
Cushnir and Laurence Josef Baehr, of Baehr Lubbock Fine, Russell
Bedford House, City Forum, 250 City Road, London EC1V 2QQ, are
appointed Liquidators for the Company.
PPL THERAPEUTICS: Members' Voluntary Liquidation Almost Certain
---------------------------------------------------------------
On March 4, 2004, PPL announced that it was continuing
discussions with a key shareholder in order to try to obtain its
support for a proposal under which 5.5 pence per share in cash
would be returned to shareholders by way of a scheme of
arrangement and the Company would be de-listed and become wholly
owned by the executive directors of the Company, Adam Christie
and Lindsay Dunsmuir (the Proposal).
The non-executive Directors of the Company (Chris Greig and Hugh
Thompson) (the Independent Committee), together with their
advisers, have reviewed a wide range of options over an extended
period including indicative offers from third parties and a
members' voluntary liquidation. The Independent Committee had
concluded that, subject to sufficient support being received
from major shareholders, the Proposal offered shareholders both
more certainty and a higher financial value than would have been
achieved under the other proposals received. Further it
believes that the cash distribution which could be made to
shareholders under the lengthy and uncertain process of a
members' voluntary liquidation is unlikely to be materially
higher, if it were to be higher, than the cash distribution
offered under the Proposal.
In order for the Proposal to be completed, it would require
(amongst other things) the support of a majority in number of
shareholders holding at least three quarters in value of the
Ordinary Shares for which votes are cast at a shareholders'
meeting. In light of the need for this level of shareholder
support and before formally putting the Proposal to
shareholders, the Independent Committee sought the backing of
the Company's largest shareholders. Shareholders with an
interest in approximately 30% in aggregate of the Ordinary
Shares had verbally indicated their support for the Proposal.
However, a key shareholder was undecided.
The Independent Committee regrets to announce that this key
shareholder has declined to give its unconditional support for
the Proposal. As a result the Independent Committee considers
that it is reasonably likely that the Proposal would not receive
sufficient support at the requisite shareholder
meetings to enable it to proceed. If the Independent Committee
had decided to continue with the Proposal without the support of
this key shareholder and the Proposal did not become effective,
it would have resulted in increased costs to the Company, which
would have reduced the amount of funds available for
distribution to shareholders under a members' voluntary
liquidation, and would also have delayed the distribution of the
funds. Therefore, the Independent Committee has decided not to
proceed with the Proposal. The Independent Committee is not in
discussions with any other party concerning the sale of the
Company and it is therefore almost certain that the Group will
be put into a members' voluntary liquidation.
Further details will be announced to shareholders shortly.
CONTACT: PPL THERAPEUTICS PLC
Chris Greig, Chairman
Phone: 0131 440 4777
KPMG CORPORATE FINANCE
(financial advisers to the Independent Committee)
David McCorquodale, Partner
Phone: 020 7311 8493
DEUTSCHE BANK
(corporate broker to the Company)
Phil Cowdy
Phone: 020 7547 6936
ALISTAIR MACKINNON-MUSSON
Philip Dennis
Hudson Sandler (PR advisers to the Company)
Phone: 020 7796 4133
E-mail: ppl@hspr.co.uk
RHESUS POSITIVE: Hires KPMG as Liquidator
-----------------------------------------
Name of Companies:
Rhesus Positive Limited
Ushers Brewery Limited
The Little Pub Company Limited
Innspired Inns Limited
Smart Inns Limited
At an Extraordinary General Meeting of these Companies on
February 23, 2004 held at the Wiltshire Drive, Trowbridge,
Wiltshire, on 23 February 2004, the subjoined Special
Resolutions to wind up these Companies were passed.
Richard John Hill, of KPMG Corporate Recovery, Marlborough
House, Fitzalan Road, Cardiff CF24 0TE, is appointed Liquidator
for the Company.
RICCAR LIMITED: Names Liquidator from Dewey & Co.
-------------------------------------------------
At an Extraordinary General Meeting of the Riccar (U.K.) Limited
Company on February 26, 2004 held at the Dewey & Co, 17 St
Andrews Crescent, Cardiff CF10 3DB, the subjoined Special
Resolutions to wind up the Company were passed.
Peter Richard Dewey of Dewey & Co, 17 St Andrews Crescent,
Cardiff, is appointed as Liquidator of the Company.
SAFEWAY PLC: Completes Merger with Wm Morrison Supermarkets
-----------------------------------------------------------
Wm Morrison Supermarkets PLC and Safeway plc are pleased to
announce that the Safeway Scheme of Arrangement required to
effect the merger between Morrisons and Safeway became effective
on Monday and the Merger has completed.
Sir Kenneth Morrison CBE, Executive Chairman of Morrisons, said:
"[This day] marks the end of a process that started well over a
year ago but it also marks an exciting beginning for our new
company. In January last year we promised that this merger would
create a major fourth force in U.K. food retailing. We must now
focus all our energy and the very considerable talents of all of
our employees on delivering that promise. We have clear and
detailed integration plans and I remain very confident that we
can put these plans in place quickly and effectively.
"I would also like to welcome the employees of Safeway, together
with the new Morrisons Shareholders, and look forward to working
with them to make this integration a success."
Further, Morrisons and Safeway announce that valid elections
under the Mix and Match Facility have been received from Safeway
Shareholders wishing to receive additional cash in respect of
12,701,418 Safeway Shares and from those wishing to receive
additional new Morrisons Shares in respect of 733,475,818
Safeway Shares. Accordingly elections under the Mix and Match
Facility will be satisfied as follows:
(a) For every 1 Safeway Share for which a valid election for
additional Morrison Shares was made, 1.017317 new Morrisons
Shares and 56.138p in cash; and
(b) Valid elections for additional cash will be met in full.
Dealings in the new Morrisons Shares issued to Safeway
Shareholders are expected to commence on the London Stock
Exchange at 8:00 a.m. on Monday. The last day of dealing in
Safeway Shares was 5 March 2004.
Any Safeway Shareholder who has any queries in relation to the
above should contact their financial adviser or Safeway's
registrars, Computershare Investor Services PLC.
The CREST accounts of Safeway Shareholders holding Safeway
Shares in uncertificated form [should have been] credited
[Monday]. Any cash consideration due in respect of Safeway
Shares held in uncertificated form will be paid via CREST no
later than March 22, 2004. Share certificates for the new
Morrisons Shares and cheques in respect of any cash
consideration due will be dispatched to Safeway Shareholders
holding shares in certificated form by no later than March 22,
2004.
Unless otherwise defined herein, terms used in this announcement
shall have the same meaning as in the respective Circulars
posted by Morrisons to its shareholders and Safeway to its
shareholders, in both cases dated January 19, 2004.
CONTACT: For Wm Morrisons:
ABN AMRO
Nigel Turner
Phone: +44 (0) 20 7678 7788
Jitesh Gadhia
Phone: +44 (0) 20 7678 7678
HOARE GOVETT
Nigel Mills
Phone: +44 (0 )20 7678 1830
CITIGATE DEWE ROGERSON
Jonathan Clare
Simon Rigby
Phone: +44 (0) 20 7638 9571
For Safeway:
HSBC
Rupert Faure Walker
Aidan Wallis
Phone: +44(0) 20 7991 8888
CITIGROUP
Robert Swannell
David Wormsley
Ian Hart
Phone: +44 (0) 20 7986 4000
BRUNSWICK GROUP LIMITED
Susan Gilchrist
Timothy Grey
Phone: +44 (0) 20 7404 5959
SAFEWAY PLC: Outlook Positive After Morrison's Takeover
-------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its ratings on U.K.-based food retailer Safeway
PLC, including its 'BBB+/A-2' corporate credit ratings, to
positive from developing.
The revision of the CreditWatch implications follows the
successful completion of Safeway's acquisition by the fifth
largest U.K. supermarket operator Wm Morrison Supermarkets PLC
(Morrison) on March 8, 2004, for GBP3.2 billion ($6.0 billion).
The acquisition is being funded by about 80% of Morrison shares
and 20% of debt.
The ratings on Safeway were originally placed on CreditWatch on
January 9, 2003, following the agreed all-share offer by
Morrison for Safeway, subject to regulatory and shareholder
approval. At October 11, 2003, Safeway had estimated net debt
(capitalized for operating leases and pension deficits) of about
GBP1.7 billion.
"Following the initial all share offer by Morrison, Standard &
Poor's believes the potential merger will not result in the
ratings falling below the current 'BBB+' level," said Standard &
Poor's credit analyst Omar Saeed. "This is because, from a
business risk perspective, the envisaged merger is viewed as
neutral to mildly positive along with pro forma financial ratios
estimated to be higher than Safeway's current ratios."
The takeover of the much larger Safeway by Morrison and the
planned conversions of Safeway's 289 larger stores to the
Morrison format entail integration risk. From a financial risk
perspective, however, given Morrison's debt-free balance sheet,
Standard & Poor's estimates the enlarged group should have debt
measures (adjusting for the disposals of stores) that fall
comfortably in line with the 'BBB' rating median.
Standard & Poor's will seek to meet with management of the
enlarged group to resolve the CreditWatch status.
CONTACT: STANDARD AND POORS RATING SERVICES
Analyst E-mail Addresses
omar_saeed@standardandpoors.com
hugues_delapresle@standardandpoors.com
CorporateFinanceEurope@standardandpoors.com
SKYEPHARMA PLC: Pulmonary Delivery Technology Approved
------------------------------------------------------
SkyePharma PLC (Nasdaq: SKYE; LSE: SKP) announced Monday that
the Swiss pharmaceutical regulatory authority has approved
Foradil(R) Certihaler(TM) (formoterol fumarate inhalation
powder). Foradil(R) Certihaler(TM) was co-developed by
SkyePharma PLC and Novartis Pharma AG. Certihaler(TM) is a
trademark of Novartis. Foradil(R) Certihaler(TM) was submitted
for regulatory review in Europe on a country-by- country basis
beginning in December 2002. Foradil(R) Certihaler(TM) was also
submitted for regulatory review in the U.S. in December 2002
and the U.S. Food and Drug Administration issued an "Approvable"
letter for the product in October 2003. Foradil(R)
Certihaler(TM) embodies two proprietary SkyePharma technologies,
the Skyehaler(TM), a novel breath-actuated multi-dose dry powder
inhaler (MDDPI) device, and Skyeprotect(TM), a powder
formulation that protects the drug from atmospheric moisture to
ensure product stability and dose-to-dose reproducibility.
Michael Ashton, SkyePharma's Chief Executive Officer, commented:
"The first European approval for Foradil(R) Certihaler(TM) is an
important milestone in the validation of our pulmonary delivery
technologies - already recognized by other unrelated
collaborations in the pulmonary area with major pharmaceutical
companies such as Novartis and GlaxoSmithKline. We hope to see
additional approvals of Foradil(R) Certihaler(TM) in Europe and
the U.S. following later this year."
Formoterol, the active ingredient in Foradil(R) Certihaler(TM),
is a long- acting beta-agonist bronchodilator that combines a
rapid onset of action (within 1-3 minutes) with a long-lasting
bronchodilation of 12 hours. This feature offers important
benefits for all patients who suffer from obstructive lung
diseases. Formoterol is licensed by Novartis Pharma AG, from
Yamanouchi Pharmaceuticals. The breath-actuated Certihaler(TM)
dry-powder inhaler contains 60 doses, giving patients the
convenience of 30 days of therapy in a single inhaler. This
evolution of the Foradil(R) line was developed to provide a
valuable and convenient option for asthma patients who require
maintenance therapy with a long-acting bronchodilator.
A major independent study published in October last year in the
European Respiratory Journal(1) showed that formoterol
(delivered by an alternative device) was superior to the widely-
used short-acting bronchodilator salbutamol in relief of asthma
symptoms in real-life conditions.
The Swiss approval of Foradil(R) Certihaler(TM) will trigger an
undisclosed milestone payment by Novartis to SkyePharma, which
will also earn a royalty on all future Foradil(R) Certihaler(TM)
sales. SkyePharma will also manufacture and supply Foradil(R)
Certihaler(TM).
SkyePharma PLC develops pharmaceutical products benefiting from
world- leading drug delivery technologies that provide easier-
to-use and more effective drug formulations. There are now ten
approved products incorporating four of SkyePharma's five
delivery technologies in the areas of oral, injectable, inhaled
and topical delivery, supported by advanced solubilisation
capabilities. For more information, visit
http://www.skyepharma.com.
(1) "Formoterol as relief medication in asthma: a worldwide
safety and effectiveness trial", Pauwels et al., European
Respiratory Journal 2003; 22: 787-794
CONTACT: SKYEPHARMA PLC
Michael Ashton,
Chief Executive Officer
Peter Laing,
Director of Corporate Communications
Phone: +44-207-491-5124
Phone: +44-207-491-1777
Web site: http://www.skyepharma.com
Sandra Haughton,
U.S. Investor Relations,
Phone: +1-212-753-5780
BUCHANAN COMMUNICATIONS
Tim Anderson
Mark Court
Phone: +44-207-466-5000
SQUARE DEAL: Names Lay Heywood Davis Liquidator
-----------------------------------------------
At an Extraordinary General Meeting of the Members of the Square
Deal Paints Limited Company on February 26, 2004 held at 33
Holborn, London EC1N 2HT, the subjoined Special Resolutions to
wind up the Company were passed.
Robin H Davis, of Lane Heywood Davis, Anchor Brewhouse, 50 Shad
Thames, Tower Bridge City, Tower Bridge, London SE1 2YB, is
appointed Liquidator for the Company.
STAMFORD QUEST: Voluntary Winding up Resolution Passed
------------------------------------------------------
At an Extraordinary General Meeting of the Members of the
Stamford Quest Limited Company on February 26, 2004 held at 33
Holborn, London EC1N 2HT, the subjoined Special Resolutions to
wind up the Company were passed.
Robin H Davis, of Lane Heywood Davis, Anchor Brewhouse, 50 Shad
Thames, Tower Bridge City, Tower Bridge, London SE1 2YB, is
appointed Liquidator for the Company.
STUART LAWRENCE: Hires PricewaterhouseCoopers as Administrator
--------------------------------------------------------------
Name of Company:
Stuart Lawrence Marketing Communications Limited
Nature of Business: Marketing Consultants, Advertising
Trade Classification: 46
Date of Appointment: February 20, 2004
Joint Administrative Receiver: PRICEWATERHOUSECOOPERS LLP
101 Barbirolli Square,
Lower Moseley Street,
Manchester M2 3PW
Receivers:
Russell Stewart Cash
(IP No 8783)
Michael Horrocks
(IP No 8026)
Company Address: John Swift Building
19 Mason Street
Manchester, Lancashire M4 5FW
Phone: 01618325574
STYLES RAPID: Calls in Liquidator from Benedict Mackenzie
---------------------------------------------------------
At an Extraordinary General Meeting of the Styles Rapid Product
Development Limited Company on February 19, 2004 held at Unit
11, Olympus Park, Quedgeley, Gloucester GL2 4NF, the subjoined
Special Resolutions to wind up the Company were passed.
Rupert Graham Mullins, of Benedict Mackenzie, City Point, Temple
Gate, Bristol BS1 6PL, is appointed Liquidator for the purpose
of such winding-up and be paid according to the agreement signed
by the Company on October 27, 2003.
TELEWEST COMMUNICATIONS: Creditors Asked to Identify Claims
-----------------------------------------------------------
Telewest Communications Plc is in the last stages of the planned
financial restructuring of its balance sheet to be effected
through the issuance of common stock in a new Delaware holding
company, Telewest Global, Inc. in exchange for cancellation of
all of the notes issued by Telewest and its wholly-owned
subsidiary, Telewest Finance (Jersey) Limited and certain other
connected claims. It is anticipated that the financial
restructuring will be implemented by (amongst other things)
schemes of arrangement to be promoted by both companies. The
liabilities compromised by the schemes of arrangement to be
promoted by both companies. The liabilities compromised by the
schemes of arrangement will include claims arising out of or in
connection with the Notes, a guarantee given by Telewest of the
Telewest Jersey Notes and an intercompany loan from Telewest
Jersey to Telewest by which the proceeds of the Telewest Jersey
Notes were loaned to Telewest (each Scheme Claims).
The details of the principal terms of the planned financial
restructuring are set out on Telewest's Web site at
http://www.telewest.co.uk.
It is anticipated that the schemes of arrangement will each
include a "bar date", which will be a date announced in due
course. Only Scheme Claims that are notified to Telewest and
Telewest Jersey before the bar date or of which Telewest of
Telewest Jersey are already aware will be capable of being
admitted in the schemes of arrangement.
Telewest and Telewest Jersey are already aware of the Scheme
Claims as to principal and interest of the existing holders of
the Notes, the Guarantee and the Intercompany Loan.
Other Scheme Claims that are not notified to Telewest or
Telewest Jersey (as appropriate) on or before the bar date will
be cancelled on the schemes of arrangement becoming effective
for no consideration.
Creditors with claims other than those described above should
notify Telewest or Telewest Jersey of the existence of such
claims before the bar date. Notification of claims should be
accompanied with a description of the nature of the claim and
the maximum amount of the claim and should be sent to Clive
Burns (the Company Secretary) by fax on 020 7299 5650 or
registered post to 160 Great Portland Street, London W1W 5QA.
Once the bar date has been determined, it will be advertised and
included on Telewest's Web site at http://www.telewest.co.uk.
Further details of the proposed financial restructuring are
available in the Registration Statement on Form S-4 filed by
Telewest Global, Inc. with the Securities and Exchange
Commission on January 20, 2004 and can be accessed on the SEC
Web site at http://www.sec.gov.
TEXAS PANTRY: Appoints Liquidator
---------------------------------
At an Extraordinary General Meeting of the Members of the Texas
Pantry Limited Company on February 26, 2004 held at 33 Holborn,
London EC1N 2HT, the subjoined Special Resolutions to wind up
the Company were passed.
Robin H Davis, of Lane Heywood Davis, Anchor Brewhouse, 50 Shad
Thames, Tower Bridge City, Tower Bridge, London SE1 2YB, is
appointed Liquidator for the Company.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA. Larri-Nil Veloso, Ma. Cristina Canson, and
Liv Arcipe, Editors.
Copyright 2004. All rights reserved. ISSN 1529-2754.
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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.
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