/raid1/www/Hosts/bankrupt/TCREUR_Public/040601.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Tuesday, June 1, 2004, Vol. 5, No. 107
Headlines
A U S T R I A
BAU HOLDING: Improved Operating Performance Earns Upgrade
F I N L A N D
BENEFON OYJ: Takes EUR500,000 Loan from Octagon Capital
BENEFON OYJ: Shareholders Amend Details of Rights Issue
METSO CORPORATION: R&D Programs Receive 10-year Funding
M-REAL CORPORATION: Confirms Plan to Sell Forest Assets
F R A N C E
ALSTOM SA: Bondholders Not Yet Safe Despite Bailout, Says Fitch
EURO DISNEY: Buys Time to Finalize Restructuring Plan
G E R M A N Y
AAP IMPLANTATE: Lenders Agree to Participate in Recapitalization
COMTRADE AG: Reports First Positive EBIT in Two Years
I T A L Y
FIAT SPA: Morchio Resigns as di Montezemolo Becomes Chairman
FINMATICA SPA: Names Massimo Brunelli Sole Managing Director
PARMALAT FINANZIARIA: AT Kearney Validates Industrial Plan
PARMALAT FINANZIARIA: Details Latest Net Financial Position
N E T H E R L A N D S
KONINKLIJKE AHOLD: Denies Violating Euronext's Disclosure Rules
MILACRON INC.: Puts US$225 Mln Fund-raising Proceeds in Escrow
ROYAL SHELL: S&P Keeps Ratings on CreditWatch Negative
N O R W A Y
PAN FISH: Cuts Streak of 10 Consecutive Quarterly Losses
R O M A N I A
PETROM SA: Privatization to Benefit other Retailers, Says Fitch
R U S S I A
AMUR-GAZ-STORY: Amur Court Confirms Insolvent Status
ARTEL OF HATTERS: Court Sets July 17 Hearing
ELECTRON BEAM: Orenburg Court Appoints Insolvency Manager
ERMOLINSKIYE AIRLINES: Declared Insolvent
FERRO-CONCRETE PRODUCT: Court Prescribes Bankruptcy Proceedings
KUZNETSK-TELE-RADIO: Proofs of Claim Deadline June 13
NOVOROSSIYSK-AGRO: Under Bankruptcy Supervision Procedure
URAL-AZ-SPETS: E. Fadeev Appointed Insolvency Manager
UTYES: Amur Arbitration Court Sets July 5 Hearing
VARYEGAN-TEPLO-NEFT: Bankruptcy Proceedings Begin
S W I T Z E R L A N D
ABB LTD.: Bondholders Approve Modification to US$968 Mln Bond
ABB LTD.: Wins US$22 Million Supply Contract in Norway
U K R A I N E
AGROMASH: Undergoes Bankruptcy Supervision
EXPOTRADE: Deadline for Proofs of Claim June 19
HOUSE BUILDING: Court Prescribes Bankruptcy Supervision
INTRADE GROUP: Zaporizhaya Court Appoints Insolvency Manager
PROFESSIONAL: Under Bankruptcy Supervision Procedure
U N I T E D K I N G D O M
24 SEVEN: Hires Liquidator from Freeman Rich Insolvency
AAURA LIMITED: Appoints Liquidator from Somers Baker Prince Kurz
ABBEY COURT: Calls in Liquidator
ACCIDENT ADVICE: Industry Crisis Claims Another Victim
ACORN GLASS: Winding up Resolutions Passed
ACTION PACK: Hires Receivers from Insol House
A & G HOMESTORES: Calls in Liquidator
A. RUBY LIMITED: Creditors Meeting Set June 11
ASSOCIATED ALFING: Winding up Resolutions Passed
BAMBER BROS: Members Final Meeting Set June 18
CABLE & WIRELESS: Takes over U.K. Broadband Unbundler
CANARY WHARF: Songbird Offer Good Until Friday Only
CANARY WHARF: Brascan-Morgan Stanley Tilt Continues
CANTERBURY FOODS: Launches GBP6.18 Million Fund-raising
CAPITAL BANK: Names PricewaterhouseCoopers Liquidator
CHORLEY BUSINESS: Names Begbies Traynor Liquidator
COMPLETE AGENCY: Creditors Meeting Set June 4
CORUS GROUP: Directors Awarded Shares Under Acquisition Plan
CREATIVE PULTRUSIONS: In Administrative Receivership
DAWSON INTERNATIONAL: Announces GBP10 Mln Placing and Open Offer
DAWSON INTERNATIONAL: Chairman to Receive GBP200,000 Cash Bonus
DAWSON INTERNATIONAL: Extraordinary General Meeting Set June 22
DAWSON INTERNATIONAL: Appoints Non-executive Deputy Chairman
DEANHURST PROPERTIES: General Meeting of Members Set June 22
ELDRIDGE POPE: Interim Results Indicate Prolonged Difficulties
EXSAN LIMITED: Meeting of Members Set June 30
INTERNET LIFE: Appoints Liquidator from Brebner Allen & Trapp
MARKS & SPENCER: Green May Exploit Certain Bonds, Says Fitch
MARKS & SPENCER: Stuart Rose May Come in to Replace Roger Holmes
MAYFLOWER CORPORATION: Future of Transbus Secured
MICKLEWRIGHTS LIMITED: Appoints PwC Administrator
MOSS BROS: Expects to Return to Profit in First Half
NETWORK RAIL: Meets Workers Union Regarding Wage Hike
NORTHUMBRIAN WATER: Jenny Williams Named Non-executive Director
PPL THERAPEUTICS: Scottish Subsidiary Terminates Fibrin License
QUENTIN DIFFUSION: Hires Portland Business Administrator
SCOTLAND THE BRAND: Receivership Ends in Liquidation
WATER WHEELS: Members Meeting Set June 30
YORKSHIRE MOULDS: G E Commercial Appoints PwC Receiver
* Large Companies with Insolvent Balance Sheets
*********
=============
A U S T R I A
=============
BAU HOLDING: Improved Operating Performance Earns Upgrade
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Austrian-based engineering and construction group Bau Holding
Strabag AG (BHS) to positive from stable. The revision follows
an improvement in the group's operating performance and the
expectation that the present financial profile will be
maintained. At the same time, Standard & Poor's affirmed its
'BB' corporate credit and 'BB' senior unsecured debt ratings on
BHS.
"The outlook revision reflects our expectation that BHS'
improved operating results and cash flow will remain strong,
despite periodic acquisitions and the demand for extraordinary
dividends to help capitalize the newly established entity A-WAY
Holding und Finanz AG," said Standard & Poor's credit analyst
Tommy Trask.
"BHS is well positioned to benefit from potential EU-sponsored
investment programs aimed at expanding and upgrading Central and
Eastern European infrastructure networks," Mr. Trask added.
Standard & Poor's believes that, despite an extraordinary
dividend in 2004, a one-notch upgrade is possible. This would
require BHS to maintain a strong operating cash flow and
financial profile, with funds from operations to gross debt
(adjusted for operating leases, unfunded postretirement
obligations, 50% of nontrade-related guarantees, and net of
excess available liquidity) of more than 25%, versus 32% in
2003.
CONTACT: STANDARD & POOR'S RATING SERVICES
Analysts E-mail Addresses
tommy_trask@standardandpoors.com
izabela_listowska@standardandpoors.com
peter_tuving@standardandpoors.com
GroupE-CorporateFinanceEurope@standardandpoors.com
=============
F I N L A N D
=============
BENEFON OYJ: Takes EUR500,000 Loan from Octagon Capital
-------------------------------------------------------
The Board of Benefon Oyj decided to raise a capital loan of
EUR500,000 from Octagon Capital Ltd. The interest of the loan
is 6% p.a. and the payback in four allotments in years 2005-2008
on terms of capital loans in accordance with the Companies Act.
Benefon Oyj
Juha Kiikeri, Chief Executive Officer
BENEFON OYJ: Shareholders Amend Details of Rights Issue
-------------------------------------------------------
These resolutions were passed at the Annual General Meeting of
Benefon Oyj on May 28, 2004:
The Annual General Meeting of Benefon Oyj adopted the income
statement and the balance sheet of the Company from the
financial period January 1 to December 31, 2003 and resolved
that no dividends are paid from the financial period. The
members of the Board and the CEO's were discharged from
liability. The recent Board of Directors and auditors were
elected to continue in their duties.
In addition, the Annual General Meeting resolved, according to
the Board proposals, to amend details of the shareholders'
rights issue and to replace the prior Board authority to
increase share capital with a new one.
(a) Adoption of the financial statements and decision about
handling the loss for the period according to the confirmed
balance sheet
The Annual General Meeting of Benefon Oyj adopted the income
statement and the balance sheet of the Company from the
financial period January 1 to December 31, 2003. The General
Meeting resolved that the loss from the period, amounting to
EUR20,563,271.99, shall be booked on the profit account of prior
fiscal periods and that no dividend will be paid.
(b) Discharge of liability to the members of the Board and the
CEO
The Annual General Meeting resolved to discharge from liability
the members of the Board and the CEO until March 19, 2004 and
the members of the Board and the CEO from March 19, 2004
onwards.
(c) Election of the Board members and the auditors
The Annual General Meeting resolved that the number of the Board
members stays at three and re-elected Mr. Brian Katzen, Mr.
Jeffrey Crevoiserat and Mr. Juha Kiikeri who will serve in the
Board from March 19, 2004 onwards.
The General Meeting resolved to keep the number of ordinary
auditors at one and re-elected Ernst & Young Oy, Certified
Public Accountants, with Mr. Tapio Ali-Tolppa, CPA, as
responsible accountant, to this duty. Mr. Veikko Soinio, CPA,
was re-elected as the deputy auditor.
(d) Amendment of details of shareholders' rights issue
The General Meeting resolved to amend details of the
shareholders' rights issue as proposed by the Board. According
to the decision, the subscription period of the issue is
postponed over the vacation period so that the subscription
period of a minimum of two weeks reserved to the shareholders
will end on October 29, 2004, as latest, and shares left un-
subscribed by the shareholders may by Board decision be offered
to outside investors to be subscribed after the end of the
subscription period reserved for the shareholders but otherwise
on same terms. Shares subscribed by outside investors will
correspondingly decrease the amount of option rights reserved
for the personnel.
(e) Cancellation of Board authority
According to the Board proposal, the Annual General Meeting
resolved to cancel the authorization given to the Board on
February 26, 2004 and authorized the Board of Directors, within
the time limit of one year from the shareholders meeting
granting the authorization, to decide on the increase of share
capital by rights issue, by issue of options or by issue of
convertible bonds in one or more installments so that in the
rights issue or in the issue of convertible bonds or options, in
total a maximum of 23,332,804 new S-shares with a book parity
value of EUR0.01 per share, shall be entitled to be subscribed
for. Therefore, the share capital may, based on the
authorization, be increased by a maximum of EUR233,328.04.
The authorization includes the right to deviate from the pre-
emptive right of the shareholders, referred to in Chapter 4,
Section 2 of the Companies Act, to subscribe for new shares,
convertible bonds or options and the right to decide on prices
of the subscriptions, those entitled to subscription, the terms
and conditions of the subscription and the terms and conditions
of the convertible bonds and options. The authorizations may be
used in deviation from the shareholders' pre-emptive right
provided that there is a weighty financial reason from the
company's point of view, such as financing of corporate
acquisitions or other arrangements relating to the development
of the company's business operations or strengthening the
company's balance sheet, to do so. When the share capital is
increased by a rights issue on other basis than convertible
bonds or options, the Board of Directors is authorized to decide
that the shares can be subscribed for in kind, using the right
of set-off or on other specific terms.
The cancellation of the existing authorization and the new
authorization shall become in force with the registration of the
new authorization in the Trade Register.
BENEFON OYJ
Board of Directors
Juha Kiikeri, Chief Executive Officer
METSO CORPORATION: R&D Programs Receive 10-year Funding
-------------------------------------------------------
Metso Corporation and the European Investment Bank (EIB) have
signed a EUR135 million 10-year research and development loan
agreement. The facility relates to Metso's ongoing R&D programs
during the years 2003-2005. The funds are being used to the
continuous improvement of Metso's offering to its customers'
core processes in pulping, papermaking and process automation
technologies.
In line with Metso's strategy, the R&D activity is focusing on
the operational efficiencies during the whole life cycle of the
customers' installed machinery and systems base. In all Metso's
Business Areas research and development is carried out in close
cooperation with the customers to enhance their competitiveness.
Life cycle business approach is building on long-term
partnerships. It includes new investments, rebuilds,
modernizations, and aftermarket and expert services. Advanced
solutions including integration of machinery, automation, and
information and communication technologies are important
competitive strengths for Metso and require investments of long-
term nature. In 2003 Metso's R&D expenditure amounted to EUR141
million, and R&D employed more than 1,200 R&D persons. Metso
manages actively its intellectual property rights and have
currently about 8,900 patents and 3,900 patent applications.
Under the loan facility funds may be drawn within 18 months from
signing. The overall loan period will be 10 years with
installments starting 3 years from each draw down.
Metso Corporation is a global supplier of process industry
machinery and systems, as well as know-how and aftermarket
services. The Corporation's core businesses are fiber and paper
technology (Metso Paper), rock and mineral processing (Metso
Minerals) and automation and control technology (Metso
Automation). In 2003, the net sales of Metso Corporation were
EUR4.3 billion. Metso has approximately 26,000 employees in 50
countries. Metso Corporation is listed on the Helsinki and New
York Stock Exchanges.
CONTACT: METSO CORPORATION
Pekka HolttA,
Senior Vice President, Corporate Treasurer
Phone: +358 20 484 3195
Eeva Makela
Manager, Investor Relations
Phone: +358 20 484 3253
M-REAL CORPORATION: Confirms Plan to Sell Forest Assets
-------------------------------------------------------
M-real confirmed reports it is planning to sell its forest
assets. No less than President and CEO Jouko M. Jaakkola,
during the announcement of the 2003 results, said the sale will
take place by the end of the third quarter.
As to previous reports by Reuters regarding the total value and
schedule of the sale, M-real clarifies that no decisions
regarding these matters have been made yet. The figures given
by Reuters are estimates. Furthermore, the final buyer or group
of buyers has not been selected.
CONTACT: M-REAL CORPORATION
Juhani Poho
Senior Vice President, Finance & Control
Phone: +358 10 469 5283
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F R A N C E
===========
ALSTOM SA: Bondholders Not Yet Safe Despite Bailout, Says Fitch
---------------------------------------------------------------
Fitch Ratings on Friday said holders of Alstom's EUR650 million
July 2006 senior unsecured bonds are not yet safe, despite the
announcement of a state-sponsored rescue package by the group.
On 26 May 2004, Alstom announced its latest planned rescue
package, alongside detailed FY04 results. The financing plan
should in principle be welcomed by bondholders as it averts the
threat of bankruptcy and will establish a stronger financial
framework to give management vital financial breathing space to
turn around the core business. Specifically, the plan seeks to
strengthen the equity base by an additional EUR1.8 billion to
EUR2.5 billion, secure up to EUR8 billion of bonding capacity,
which is vital for the ongoing operations, and install the
French Government as a material minority shareholder (up to a
31.5% holding).
Fitch continues to have concerns about Alstom's ability to repay
its EUR650 million seven-year senior unsecured bond which
matures in July 2006, against a backdrop of continued negative
free cash flow, and amid questions about the approvals needed to
implement this indispensable plan and the detailed terms of the
financial restructuring.
Major questions remain for the existing bondholders. Notably,
the extent to which they could be required to participate in the
planned EUR700 million debt-to-equity swap, an important element
of the financial plan, and be potentially subordinated in the
event that the banks are able to obtain security over some of
Alstom's assets. Fitch understands that this swap will be open
to senior and subordinated debt holders, albeit on a so-called
"optional" basis. The outcome of this issue will depend upon
detailed financial negotiations now underway with Alstom's
bankers. Planned disposals, half of them still undefined
(accounting for up to EUR1.5 billion of sales) and vague talk
about "industrial partnerships" in the medium term are also key
uncertainties remaining.
Secondly, despite the headlines about up to EUR2.5 billion of
increased capital, only EUR1.0 billion to EUR1.2 billion will be
in the form of new junior capital below the existing bondholders
in the capital structure, although this will be a new cash
injection, which will help the group meet its financial
obligations. The remaining amount of capital will come from the
conversion of existing debt. Bondholders should also note that
this is not a done deal. Execution risk remains material as
there are several important hurdles to overcome, which are
outside the control of Alstom or the French Government. These
include the above-mentioned rights issue (of which around EUR1
billion will be from existing shareholders, to be underwritten
by banks), the EUR700 million debt-to-equity swap, and above
all, formal approvals from the European Commission (expected by
the end of June) and shareholders (AGM planned for early July).
Whilst this plan is an important -- and much needed -- positive
step forward, it should not mask the persistent problems in the
underlying business. This is evident in the FY04 results, which
show continued chronically weak profitability due partly to
ongoing restructuring costs, together with high financial
expenses, which contributed to heavy -- and deeper -- net losses
(of EUR1.8 billion) being reported for the second successive
year. Furthermore, the group reported a sizeable net operating
cash outflow (EUR1.1 billion), which (as advised by management)
largely reflected significant cash outflows (EUR766 million)
related to the well-known GT24/GT26 gas turbine debacle. Good
progress has been made in reducing net debt by EUR1.65 billion
to EUR2.9 billion, though this was mainly due to disposal
proceeds of EUR1.5 billion and a prior capital increase of EUR1
billion. Fitch notes some positive signs in these results,
including a recovery in the group's order book during H2, though
this may partly have been due to improved confidence in Alstom's
viability rather than an underlying business improvement.
There remains much work still to be done to improve Alstom's
profitability and cash flow generation, which Fitch expects to
remain weak, in part due to continued restructuring and other
costs, together with further quite sizeable GT24/GT26 related
cash payments this year. As noted in previous comments on
Alstom by Fitch, the agency considers Alstom's financial targets
to achieve an operating margin of 6% and positive free cash flow
by FY06 to be ambitious.
CONTACT: FITCH RATINGS
Alex Herbert, London
Phone: +44 20 7417 6334
Sophie Coutaux, Paris
Phone: +33 1 44 29 91 74
Media Relations:
Alex Clelland, London
Phone: +44 20 7862 4084
EURO DISNEY: Buys Time to Finalize Restructuring Plan
-----------------------------------------------------
Euro Disney S.C.A. announced Friday that it has reached an
agreement with lenders and The Walt Disney Company (TWDC) for a
two-staged extension of the previous waiver agreement, whereby
its lenders had agreed to forego until May 31, 2004 their rights
with respect to certain financial covenants and other
obligations, including certain security deposit requirements.
The purpose of the new extension, the first stage of which is
valid through June 8, 2004, is to allow the primary negotiating
parties (comprising Euro Disney, TWDC, Caisse des Depots et
Consignations and the representatives of the other lenders) time
to finalize a memorandum of understanding for the resolution of
the Company's financial situation.
Provided this memorandum is agreed upon no later than June 8,
2004, the second stage of the waiver along with other
concessions contemplated to be contained in the memorandum,
including deferral of the maturity of the TWDC line of credit,
will run through June 30, 2004 to allow for approval of the
memorandum by all of the lenders. Absent the timely agreement
or final approval of this memorandum of understanding, the
waiver would expire, and the Company would then be unable to
meet all of its debt obligations.
Andre Lacroix, Chairman and Chief Executive Officer, said: "We
are pleased with the progress we have made with the various
negotiating parties, and believe that we are now close to an
agreement, the details of which we hope to be able to
communicate in the near term.
"We remain focused on the implementation of our relaunch
strategy, with innovative product offerings like this summer's
release of the new Lion King show at Disneyland Resort Paris,
which will serve as the basis of our marketing campaigns across
Europe."
* * *
Euro Disney S.C.A. and its subsidiaries operate the Disneyland
Resort Paris which includes: Disneyland Park, Walt Disney
Studios Park, seven themed hotels with approximately 5,800 rooms
(excluding 1,576 additional third-party rooms located on the
site), two convention centers, Disney Village, a dining,
shopping and entertainment center, and a 27-hole golf facility.
The Group's operating activities also include the management and
development of the 2,000-hectare site, which currently includes
approximately 1,000 hectares of undeveloped land. Euro Disney
S.C.A.'s shares trade in Paris (SRD), London and Brussels.
Additional financial information can be found at
http://www.eurodisney.com.
CONTACT: EURO DISNEY S.C.A.
Philippe Marie Sandra Picard-Rame
Corporate Communication Investor Relations
Phone: +331 64 74 59 50
+331 64 74 56 28
Fax: +331 64 74 59 69
+331 64 74 56 36
E-mail: philippe.marie@disney.com
sandra.picard@disney.com
=============
G E R M A N Y
=============
AAP IMPLANTATE: Lenders Agree to Participate in Recapitalization
----------------------------------------------------------------
Aap Implantate AG concluded agreements with a group of German
and Swiss financial investors and its existing committed banks
on a reconstruction and recapitalization of the company.
Subject to approval of the capital measures by the annual
shareholders meeting, to successful implementation of the
capital increase and to approval of it by the German regulatory
authority BaFin, the agreements reached between the company,
banks and investors will overcome aap's financial crisis and
provide the company with fresh liquidity.
The concept is based for one on a guarantee by the investors to
fund a capital increase in cash for the company of at least EUR8
million and a maximum of EUR10 million at a share price of
EUR1.00. Shareholders' stock options rights will be upheld in
connection with the capital increase. Further details will be
announced shortly. In addition, the investors will shortly
provide an EUR800,000 bridging loan to keep the company solvent
until the capital increase. In return, aap undertakes to pay
off its existing bank loans of nearly EUR11 million from the
banks at a reduced rate of approximately EUR5 million once the
capital increase in cash has been successfully implemented.
Along with the financial consolidation, the company will be
making personnel changes. Oliver Bielenstein, previously a
partner in Ernst & Young AG, Switzerland, has joined the Board
as the new CFO. Uwe Ahrens, the company's founder and CEO, will
retain his role. Bruke Seyoum Alemu, the previous CFO, will in
future be in charge of sales and marketing on the Management
Board. Changes in membership of the Supervisory Board are
envisaged and are likely to be announced with the invitation to
attend the annual shareholders meeting.
As a part of the negotiations with investors, the Management
Board has drawn up a consolidation concept that provides for a
number of strategic adjustments as a precondition for the
recapitalization commitment. These strategic adjustments led to
additional value adjustment requirements in the company's
balance sheet, but none with an effect on liquidity. These
value adjustments apply mainly to intangible assets, with the
result that the provisional consolidated net loss for fiscal
2003 as announced in April will increase to EUR15.4 million.
Consolidated equity capital as at December 31, 2003 totaled
EUR6.3 million and the equity ratio was around 23%. Once the
capital increase has been implemented, the company's equity
before consolidation profits will increase to more than EUR14
million.
The consolidated annual financial statement 2003, along with the
management report, is available at http://www.aap.de/. The
report for the first quarter of 2004 will be published on June
11, 2004 and the annual shareholders meeting will probably be
held in July 2004.
CONTACT: In Germany
aap Implantate AG
Lorenzweg 5
12099 Berlin Germany
Phone: +49 30 750 19-0
Fax: +49 30 750 19-111
E-mail: aap.berlin@aap.de
In the U.S.
aap Implants Inc.
Boat Yard Square
15 Caswell Lane
Plymouth, MA 02360
Phone: +1 (508) 747-6098
Fax: +1 (508) 747-5118
E-mail: aap.usa@aap.de
COMTRADE AG: Reports First Positive EBIT in Two Years
-----------------------------------------------------
According to IFRS, COMTRADE group states sales of EUR2.597
million (first quarter of 2003: EUR4.006 million). EBITDA is
EUR654,000 (first quarter of 2003: EUR1.145 million). EBIT is
for the first time positive since 2002 and is EUR41,000 (first
quarter of 2003: -EUR722,000). The group loss has decreased by
66% from -EUR1.552 million to EUR522,000. Cash as of the
reporting date is EUR353,000 (first quarter of 2003:
EUR255,000). The equity ratio increased compared to the
comparable period last year from 13% to 17%.
The lease contracts at acquisition cost have slightly decreased.
Such development has its origin in the slow new business, which
resulted partly from restructuring and partly from the
traditionally slow business in this sector in the first quarter.
Given that EBIT is now positive for the first time, the
management board considers the development of the business for
the current business year confirmed to be substantially
profitable already in the first year after the turnaround and to
show the market the strengths of the COMTRADE core business.
CONTACT: COMTRADE AG
Dr. Babette Sievers
Herrengraben 31
D-20459 Hamburg
Phone: +49-40-374942-0
Fax: +49-40-374942-60
E-mail: investor-relations@comtrade.de
Web site: http://www.comtrade.de
=========
I T A L Y
=========
FIAT SPA: Morchio Resigns as di Montezemolo Becomes Chairman
------------------------------------------------------------
Luca Cordero di Montezemolo was named Fiat chairman over the
weekend to replace Umberto Agnelli who died last week from
lymphatic cancer. Mr. di Montezemolo was the chief executive of
Ferrari, Fiat's sports car unit. He was credited for turning
the division into a sporting and financial champion.
John Elkann, grandson of Umberto's brother Giovanni Agnelli and
a Fiat board member, was appointed vice-chairman. Also co-opted
to the Board were Andrea Agnelli and Tiberto Ruy Brandolini
d'Adda, a cousin. The Agnelli family owns 30% of Fiat.
Chief Executive Giuseppe Morchio, who had composed his own set
of top managers working closely to turn the business around,
tendered his resignation right after the appointments. Mr.
Morchio said in a statement his departure was in protest to the
board changes. His successor will be named Tuesday.
Luigi Angeletti, the head of one of Italy's three main unions
UIL, told ANSA news agency he was assured of Fiat's commitment
to turning around the carmaker. Fiat reported a first quarter
loss of EUR194 million, down from EUR681 million (US$238
million) last year. The company has accumulated losses of more
than EUR6 billion from 2001 to 2003.
FINMATICA SPA: Names Massimo Brunelli Sole Managing Director
------------------------------------------------------------
The Board of Directors of Finmatica S.p.A., which met Friday,
formally acknowledged the Chairman's decision to resign his
powers and to carry on as the company's legal representative.
The board voiced its thanks for the decision taken by the
Chairman in the sole interest of the company.
Following this announcement Managing Directors Michele Carpaneda
and Enrico Marinelli also felt it opportune to resign their
powers to the board. The board thanked Michele Carpaneda and
Enrico Marinelli for all their work during the difficult period
the company has experienced over the last months.
At the Chairman's suggestion, the board assigned all the powers
previously split between Michele Carpaneda, Enrico Marinelli and
PierLuigi Crudele to Massimo Brunelli. Michele Carpaneda and
Enrico Marinelli will stay on as members of Finmatica's Board of
Directors and will provide the new Managing Director with all
the support needed in settling into his new position.
Massimo Brunelli's appointment reflects Finmatica's desire to go
ahead with the re-launch phase as part of the strategic plan
guidelines approved by the board on May 11 2004. Massimo
Brunelli, 45 years old, was one of the founding partners of Tato
& Partners, a financial consultancy and management firm. He has
held other important positions in the past including Chief
Financial Officer of Telecom Italia and Enel.
PARMALAT FINANZIARIA: AT Kearney Validates Industrial Plan
----------------------------------------------------------
Parmalat Finanziaria S.p.A. in Extraordinary Administration
communicates that A.T. Kearney, having completed its independent
evaluation of the 2004-2006 Industrial Plan drawn up by the
Parmalat management team, provided on 20 May a Comfort Letter
validating the same Plan.
In the Comfort Letter, A.T. Kearney concludes that:
(a) the Plan has been developed according to a correct
methodology framework, and utilizes properly the above
mentioned elements;
(b) that the contents of the Plan, including foreseen actions
and targets, appear reasonable and sustainable.
According to A.T. Kearney's team of consultants, the Parmalat
Group, taking into account the envisaged steps to restructure
and relaunch the business, could deliver in 2006 potential net
revenues of approximately EUR3.8 billion and a potential EBITDA
of approximately EUR410 million. On the basis of these
conclusions and of additional assessment criteria in part
proposed by A.T. Kearney, including, for example, a broadening
of the perimeter of those activities to be considered "Core" by
the Group, Parmalat has finalized the financial and
profitability targets for the Industrial Plan as:
Value in millions of Euros 2003 (historic)[1] 2006 (prospective)
Net revenues 3,772 3,943
EBITDA 252 434
Margin (%) 6.7% 11.0%
[1] In order to allow for a like-for-like comparison with the
prospective numbers, the figures refer to the consolidated
perimeter of activities identified on 20 May 2004 as being
"Core".
As already set out in the press Release of 17 May 2004, the
Industrial Plan guidelines foresee, among other things, strong
central coordination by the parent company and the
identification of core activities considered to be strategic
consisting of drinks products (milk and fruit juices) and milk
and cheese products, focused on some 30 brands ("global" brands
or strong local brands) concentrated in high potential countries
where the demand for healthy lifestyle products is high, where
there is also a willingness to pay a premium price for Parmalat
brands and where advanced technology is available.
Potential for Development in 2007
The full effect of the actions taken by the Group both in terms
of both central and local coordination, will be felt beyond the
lifetime of the Industrial Plan and will therefore reach full
potential in the 2007 financial year, with an expected net
turnover of the order of EUR4 billion and EBITDA of
approximately EUR490 million, a ratio of 12% of revenues.
---------
Appendix: Comfort Letter A.T. Kearney, Milan, May 20, 2004
Attn. Enrico Bondi
Commissario Straordinario Parmalat
Parmalat S.p.A. in Amministrazione Straordinaria
Via O. Grassi, 22/26
43044 Collecchio (PR)
Subject: "Comfort Letter" regarding the reasonableness,
sustainability and correctness of the methodological formulation
and of the contents of the Business Plan developed by the
Parmalat Group.
Dear Sirs,
This letter is within the framework of the engagement conferred
to A.T. Kearney in its role of business advisor (Industrial
Advisor), as per your Request for Proposal dated 10 March 2004,
pertaining the analysis and independent verification of the
Business Plan described in the documents: "Executive Summary --
Bozza 23 Marzo 2004 -- Piano Industriale Gruppo Parmalat
2004-2006: Programmi e Strategie" and in the attached P&Ls
("Plan") of the Parmalat Group (Parmalat).
In reply to the above letter, A.T. Kearney has accepted the
proposed engagement, describing the objectives and the scope of
its work in the Engagement Letter (Proposal) sent to Parmalat
dated 23 March 2004.
We believe it is appropriate to state in advance that during its
analysis, assessment and consulting activities, as well as in
performing its services, A.T. Kearney has made reference to the
information received and to publicly available information.
A.T. Kearney has not verified independently the information
received from or on behalf of Parmalat.
In performing their engagement, A.T. Kearney has considered
authorized and relevant all instructions received from persons
indicated by Parmalat, or from individuals delegated by these
persons.
Furthermore in executing this engagement, A.T. Kearney has used
solely its internal expertise, indicating to Parmalat, where
deemed necessary, the opportunity for a deeper examination of
some aspects (legal, fiscal, technical-operational, etc.) not
pertaining to their own specific mission. On their side,
Parmalat had assured that it has made available to A.T. Kearney
all information that Parmalat might reasonably consider to be
useful, and that said information to date appears consistent
with the real situation at Parmalat.
In performing its Industrial Advisor role, A.T. Kearney, has
supported Parmalat by performing with a high ethical and
professional standard the activities required to complete its
own engagement and to review and validate the content of the
Plan. Within this framework, A.T. Kearney has also reviewed the
Plan's guidelines and key success factors, in accordance with
the methodology described in its Proposal and leveraging its
specific international expertise within this business sector.
This Comfort Letter is issued on the basis of the conclusions
described in the document Analysis and Validation of the
Parmalat Group Business Plan -- Final Report dated May 3rd, 2004
(Final Report) delivered to Parmalat by A.T. Kearney.
Based on the analysis of the documentation and information
received in support of the hypotheses and inputs used to develop
the Plan, on the interviews to Parmalat Management, and with
reference to the conclusions and improvements described in the
Final Report, A.T. Kearney has reviewed and validated (i) that
the Plan has been developed according to a correct methodology
framework, and utilizes properly the abovementioned elements;
(ii) that the contents of the Plan, including foreseen actions
and targets, appear reasonable and sustainable.
A.T. Kearney has reviewed and validated the Plan, also taking
into consideration as reasonably foreseeable Parmalat's economic
outlook, current market situation and sector dynamics.
In order to clarify the nature of the assignment granted to A.T.
Kearney, and of the relevant limitations, it is important to
clarify that this "Comfort Letter" does not guarantee either
directly or indirectly to Parmalat that this Plan will succeed.
Without prejudice whatsoever to the provisions included in the
Proposal, in the Final Report and in all the documents exchanged
between Parmalat and A.T. Kearney, A.T. Kearney will not be
liable for any appraisal, opinion or recommendation made in good
faith based on information known and/or given by Parmalat
without the need of any further verification by A.T. Kearney,
except in the event of gross negligence or willful misconduct.
Copy of this "Comfort Letter" could be made available to
Parmalat's creditors in accordance with the rules that will be
agreed between Parmalat and A.T. Kearney.
We remain at your disposal for any further clarification.
Kind regards
Roberto Crapelli
Amministratore Delegato
A.T. Kearney - Mediterranean Unit
CONTACT: PARMALAT FINANZIARIA S.P.A.
43044 Collecchio (Pr) - Via Oreste
Grassi, 26
Codice fiscale e iscrizione nel Registro delle Imprese
di Parma 00175250471 - Partita I.V.A. 01938950340 -
R.E.A. Parma n. 188325 - U.I.C. n. 730
Sede amministrativa: 20122 Milano - Piazza Erculea, 9
Phone: (39) 02.8068801
Fax: (39) 02.8693863
E-mail: x_affari_societari_it@parmalat.net
PARMALAT FINANZIARIA: Details Latest Net Financial Position
-----------------------------------------------------------
Parmalat Finanziaria S.p.A. in Extraordinary Administration,
communicates the Net Financial Position of the Parmalat Group as
at 30 April 2004, as well as those of its principal companies in
Extraordinary Administration.
Summary Group figures
Values in millions of Euros Situation at Situation at
30 April 2004 31 December 2003
Short Term Financial Assets 132.1 121.3
of which:
Liquid financial assets 1.2 20.9
Available liquidity 130.9 100.4
Accruals on Financial Assets 62.8 61.6
Total Short Term Financial Assets 194.9 182.9
Financial Debt 13,436.2 13,373.3
Accruals on Financial Liabilities 237.5 212.2
Total Financial Liabilities 13,673.7 13,585.5
Total Net Financial Position -13,478.8 -13,402.6
In addition, further financial debt of EUR49.1 million needs to
be taken into account, in relation to the situations at 31
December 2003 and 30 April 2004, this referring to companies
that are not totally consolidated.
In order to determine the consolidated net financial position,
the net financial positions of each Group Company were taken as
at 30 April 2004 or, where this was not available, the most
recently available financial position was used. The latter was
the case with a number of companies (particularly those of a
financial nature) whose accounts are currently in the possession
of the investigating authorities, and for a number of
international businesses that are subject to local bankruptcy
proceedings. Financial debt should be considered as being
largely short term in nature, given the current situation of
theoretical default on the covenants underlying these contracts.
A number of non-Italian companies are, in this regard, currently
renegotiating their financing arrangements in order to secure
the new credit lines necessary to support their operating
business.
The Consolidated Net Financial Position as at 31 December 2003,
given here for comparative purposes, is still being finally
defined by each company as well as being formally audited.
Eventual adjustments to the figures as at 31 December 2003
arising from these analyses but currently not known to the
management, could result in the revision of the Net Financial
Position as at 30 April 2004.
Taking into account the above, the Group's Net Financial
Position is substantially unchanged and has been subject to the
following two factors: on the asset side there has been an
increase in the level of available liquidity, largely thanks to
the close attention paid to the management of available
resources and to the disposal of Parmalat S.p.A.'s holdings in
MCC S.p.A. and Banca di Roma S.p.A. On the liabilities side,
there has been a small increase almost entirely resulting from a
worsening of the exchange rates between the Euro and currencies
in countries outside Europe where the Group operates, and by an
increase in accruals on liabilities for interest.
With reference to the Press Release of 26 January 2004 that
reported the draft PricewaterhouseCoopers (PWC) on the financial
situation of the Parmalat Group, the following is an update that
takes account of subsequent data provided by Parmalat:
Value in millions of Euros Net Financial Position
---------------------------------------------------------------
Draft PWC Report as at 30 September 2003 -14,300.0
Financial debt with suppliers
(accounted for under commercial debts) 68.0
Put option (accounted for under contingency provisions) 365.0
Other adjustments (provided for by PWC but not identified) 500.0
Parmalat balance -13,367.0
In the creditor meeting that took place on 26 March 2004 a gross
debt figure of EUR14,823.0 million was referred to; this
included further potential risks that at the present time it is
not thought appropriate should be considered part of the Group's
debt. A number of these risks that are still being carefully
evaluated by the Company's lawyers could represent a further
EUR250.0 million in debt.
The Principal companies in Extraordinary Administration
These schedules summarize the situations of the principal
companies in Extraordinary Administration:
(a) Parmalat Finanziaria S.p.A.
Value in millions of Euros Situation at Situation at
30 April 2004 31 December 2003
Short Term Financial Assets 155.0 153.3
Of which:
Inter-company Financial Credits 152.8 152.8
Liquid Financial Assets 0.5 0.5
Available Liquidity 1.7 0.0
Accruals on Financial Assets (incl. Interco.)
0.0 0.6
Total Short Term Financial Assets 155.0 153.9
Financial Debt (incl. Inter-company Debt)
1,268.4 1,268.4
Of which:
Inter-company Financial Debt 1,006.4 1,006.4
Other Financial Debt 262.0 262.0
Accruals on Financial Liabilities (incl. Interco.)
4.7 4.8
Total Financial Liabilities 1,273.1 1,273.2
Total Net Financial Position -1,118.1 -1,119.3
The net financial position of the company is substantially
unchanged, with a small increase in available liquidity.
(b) Parmalat S.p.A.
Values in millions of Euros Situation at Situation at
30 April 2004 31 December 2003
Short Term Financial Assets 145.9 132.1
Of which:
Inter-company Financial Credits 122.8 105.8
Liquid Financial Assets 0.0 19.7
Available liquidity 23.1 6.6
Accruals on Financial Assets (incl. Interco.)
0.0 0.0
Total Short Term Financial Assets 145.9 132.1
Financial Debt (incl. Inter-company Debt)
3,912.8 3,912.8
Of which:
Inter-company Financial Debt 1,030.0 1,030.0
Other Financial Debt 2,882.8 2,882.8
Accruals on Financial Liabilities (incl. Interco.)
0.0 0.0
Total Financial Liabilities 3,912.8 3,912.8
Total Net Financial Position -3,766.9 -3,780.7
The Net Financial Position of Parmalat S.p.A. shows a positive
variation for the period (moving from -EUR3,780.7 million to
-EUR3,766.9 million, an improvement of EUR13.8 million).
Liabilities were unchanged while available financial resources
were positively affected by the disposal of stakes in MCC S.p.A.
and Banca di Roma S.p.A. These disposals, along with the
performance of the operating business, generated cash that
allowed for, above and beyond covering the ongoing requirements
of the business, an increase in total available liquidity (that
moved from EUR6.6 million to EUR23.1 million) and the granting
of inter-company credits for a amount of EUR16.7 million,
principally in favor of units in North America (EUR10.7
million), Uruguay (EUR1.7 million) and Germany (EUR1.6 million).
(c) Eurolat S.p.A.
Values in millions of Euros Situation at Situation at
30 April 2004 31 December 2003
Short Term Financial Assets 17.2 13.6
Of which:
Inter-company Financial Credits 0.0 0.0
Liquid Financial Assets 0.0 0.0
Available liquidity 17.2 13.6
Accruals on Financial Assets (incl. Interco.)
0.0 0.0
Total Short Term Financial Assets 17.2 13.6
Financial Debt
(incl. Inter-company Debt) 192.9 191.9
Of which:
Inter-company Financial Debt 45.8 45.8
Other Financial Debt 147.1 146.1
Accruals on Financial Liabilities
(incl. Interco.)
0.5 1.5
Total Financial Liabilities 193.4 193.4
Total Net Financial Position -176.2 -179.8
This Company also saw its debt position stable having had no
requirement for new financing and thanks to the cash flow
generated by operations that led to an increase in available
liquidity.
The variation in the Other Financial Debt line as at 30 April
2004 compared to 31 December 2003 is as a result of
reclassifications relating to already made accruals for
liabilities, at the close of the previous financial year.
(d) Lactis S.p.A.
Values in millions of Euros Situation at Situation at
30 April 2004 31 December 2003
Short Term Financial
Assets 2.2 0.4
Of which:
Inter-company Financial
Credits 0.0 0.0
Liquid Financial Assets 0.0 0.0
Available liquidity 2.2 0.4
Accruals on Financial
Assets (incl. Interco.) 0.0 0.0
Total Short Term
Financial Assets 2.2 0.4
Financial Debt (incl.
Inter-company Debt) 20.5 20.5
Of which:
Inter-company
Financial Debt 8.6 8.6
Other Financial Debt 11.9 11.9
Accruals on Financial
Liabilities
(incl. Interco.) 0.0 0.1
Total Financial
Liabilities 20.5 20.6
Total Net Financial
Position -18.3 -20.2
Available liquidity increased from EUR0.4 million to EUR2.2
million, while financial liabilities remained unchanged compared
to 31 December 2003.
CONTACT: PARMALAT FINANZIARIA S.P.A.
43044 Collecchio (Pr) - Via Oreste
Grassi, 26
Codice fiscale e iscrizione nel Registro delle Imprese
di Parma 00175250471 - Partita I.V.A. 01938950340 -
R.E.A. Parma n. 188325 - U.I.C. n. 730
20122 Milano - Piazza Erculea, 9
Phone: (39) 02.8068801
Fax: (39) 02.8693863
E-mail: x_affari_societari_it@parmalat.net
=====================
N E T H E R L A N D S
=====================
KONINKLIJKE AHOLD: Denies Violating Euronext's Disclosure Rules
---------------------------------------------------------------
Ahold on Friday announced that Euronext has decided to give
Ahold a serious written warning regarding violations of Article
28h of the Euronext Listing and Issuing Rules concerning the
period prior to the issuance of an Ahold press release on
February 24, 2003.
The decision is based on the advice of the Euronext Listing and
Issuing Rules Advisory Committee. The Committee was of the
opinion that Ahold violated Article 28h of the Listing and
Issuing Rules by not disclosing the (serious) doubts that had
arisen regarding the possibility to consolidate ICA under Dutch
GAAP for fiscal year 2002 on or shortly after January 13, 2003,
and by not disclosing -- at least in general terms -- within a
few days of learning on February 12, 2003 that an apparently
extensive fraud had been detected at U.S. Foodservice.
Ahold disagrees with Euronext's decision, as well as the advice
of the Committee, which in Ahold's view is based on an
incomplete and incorrect understanding of the facts. There is
no possibility for Ahold to appeal the decision of Euronext.
Ahold believes that it did not violate Article 28h of the
Listing and Issuing Rules and that by issuing a press release on
February 24, 2003, it acted according to the Listing and Issuing
Rules with respect to both matters for the following reasons.
ICA consolidation
Ahold believes that the factual evidence shows that it was
insufficiently established on January 13, 2003, that the
consolidation of ICA would not be permitted. Therefore, issuing
a press release regarding this matter on or shortly after
January 13, 2003 would have been potentially misleading.
After January 13, 2003, Ahold conducted intensive discussions
with Deloitte & Touche as well as the other ICA shareholders, in
order for Ahold to satisfy the requirements for consolidation of
ICA and to verify it was appropriate in the past. These
discussions had reached an advanced stage on Saturday, February
22, 2003. Ahold believes that it would have been able to
maintain the full consolidation of ICA under Dutch GAAP for
2002, if the discussions had not been terminated by the
discovery of other joint venture side letters on February 22,
2003.
For a more detailed discussion of the course of events regarding
this matter in the period between January 13 and February 22,
2003, see Chapter II (especially sections II.71-II.79 and II.47-
II.63) of Ahold's Statement of Defense in connection with
proceedings related to the request for an inquiry by the VEB,
the Association of Dutch Stockholders, and other petitioners, a
copy of which in Dutch and a translation in English can be found
at http://www.ahold.com.
The Committee, in connection with its advice, also considered
that serious reservations had been expressed about the
functioning of Ahold's then CFO Michiel Meurs. Ahold believes
that these reservations did not themselves call for the issuance
of a press release and that it informed the market about Michiel
Meurs in a timely manner. On January 13, 2003, no decisions had
been made with regard to Michiel Meurs' position. Moreover,
this was not solely a matter for Ahold to decide. Termination
of Michiel Meurs' employment agreement, as a practical matter,
would have to be agreed with Michiel Meurs. For a more detailed
discussion, see Chapter IX (sections IX.167-IX.182) of Ahold's
Statement of Defense in connection with the proceedings related
to the request for an inquiry by the VEB and other petitioners.
U.S. Foodservice
Because it took significant time for Ahold to fully understand
the magnitude of the accounting irregularities at U.S.
Foodservice, Ahold believes that the issuance of a press release
prior to February 24, 2003 was not required pursuant to Article
28h of the Listing and Issuing Rules.
On February 12, 2003 Ahold was informed that accounting
irregularities concerning the recognition of vendor allowances
had been discovered at U.S. Foodservice. Ahold immediately
hired external experts to start internal investigations to
determine the extent of the accounting irregularities. As a
consequence of the complex nature of the promotional allowance
arrangements at U.S. Foodservice and the concealment of
information relating to such arrangements by former members of
U.S. Foodservice's management, Ahold did not have a sufficient
understanding of the magnitude of the accounting irregularities
at U.S. Foodservice until the weekend of February 22 to 23.
Ahold believes that issuing a general press release on or
shortly after February 12, 2003, could have been potentially
misleading, and would have created uncertainty among investors.
Furthermore, Ahold believes that given the serious nature of the
issues the company was facing and the consequent potential
impact on compliance with certain financial covenants in
existing credit facilities and the continued availability of
those facilities, it was essential for the continuity of the
company to arrange a new credit facility before issuing a press
release. Disclosure of the accounting irregularities at U.S.
Foodservice in general terms would have seriously endangered
Ahold's ability to obtain a credit facility and therefore could
have resulted in an acute liquidity crisis.
For a more detailed discussion of the course of events with
respect to this matter between February 12 and February 24,
2003, see Chapter VIII (especially VIII.11-VIII.28) of Ahold's
Statement of Defense in connection with the proceedings related
to the request for an inquiry by the VEB and other petitioners.
Given the above-mentioned considerations, Ahold believes that it
has not violated Article 28h of the Listing and Issuing Rules of
Euronext.
CONTACT: ROYAL AHOLD N.V.
P.O. Box 3050 1500
HB Zaandam Netherlands
Phone: +31 (0) 75 659 57 20
Fax: +31 (0) 75 659 83 02
Corporate Communications:
Phone: +31.75.659.5720
MILACRON INC.: Puts US$225 Mln Fund-raising Proceeds in Escrow
--------------------------------------------------------------
Milacron Inc. (NYSE: MZ) announced that the proceeds of US$225
million in privately placed Senior Secured Notes due 2011 have
been placed in escrow. The notes, with a coupon interest rate
of 11-1/2%, were issued at 97.673% of principal amount,
effectively yielding 12%.
Assuming all necessary conditions are met, the company intends
to use the proceeds to repay or otherwise retire indebtedness,
including a US$75 million term loan and Milacron Capital
Holdings B.V.'s outstanding EUR115 million 7-5/8% Guaranteed
Bonds due 2005, for which Milacron launched a tender offer on
April 27, 2004.
Release of the proceeds from escrow to Milacron depends on
meeting several conditions including the issuance of a new
series of convertible preferred stock in exchange for the
company's outstanding US$70 million in Series B Notes and 15
million shares of common stock held by Glencore Finance AG and
Mizuho International plc, which requires shareholder approval of
a series of proposals at the company's upcoming annual meeting
on June 9, 2004.
Other conditions for release of the proceeds include the
replacement of the company's existing credit facilities with a
new asset based credit facility, the execution and delivery of
subsidiary guarantees and security documents with respect to the
new notes, and the success of the Eurobond tender offer,
scheduled to expire on June 7, 2004.
To date, EUR83.6 million of the EUR115 million aggregate
principal amount of outstanding Eurobonds have been tendered.
On May 19, 2004, a meeting of Eurobond holders approved an
amendment to delete substantially all of the restrictive
covenants from the agreements governing the terms of the
Eurobonds effective as of the date of the tender offer
settlement, which the company anticipates to be June 10, 2004.
The new notes were issued by Milacron Escrow Corporation, a
newly formed, wholly owned direct subsidiary of Milacron Inc.,
created solely to issue the notes and to merge with and into
Milacron Inc., which will become the successor obligor of the
notes following the merger.
ROYAL SHELL: S&P Keeps Ratings on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services said on Friday that,
following the release of the Royal Dutch/Shell Group of
Companies' (Shell) audited 2003 annual report, its 'AA+' long-
term ratings on Shell and the group's fully owned subsidiaries
Shell Oil Co., Shell Petroleum N.V., and Shell Petroleum Co.,
Ltd., remain on CreditWatch with negative implications, where
they were placed on Jan. 9, 2004. Standard & Poor's will
resolve the CreditWatch placement after discussing the report
and related issues, including governance, with Shell's
management.
The Royal Dutch Petroleum Company released its 2003 audited
report on May 28, 2004, with an unqualified opinion from both
auditors. These accounts are Shell's first to fully conform
with U.S. GAAP standards, and contain commendably detailed
information on the proved-reserve recategorizations.
"The report, together with Shell's May 24, 2004, press release,
revealed certain negative credit factors, including a fourth,
103-million BOE recategorization; the confirmation of weak 2003
reserve replacement; and the correction of recently announced
inappropriate departures from FAS 19, 133, and 144," said
Standard & Poor's credit analyst Emmanuel Dubois-Pelerin.
"On the positive side, however, SFAS 69 disclosure was improved;
the reserve recategorization has had a limited impact on
accounts; and disclosures on securities held, goodwill,
previously undisclosed US$12.0 billion rights and concessions
included within tangible assets (potentially reclassified to
intangibles depending on future FASB pronouncements), pro forma
information for the large 2002 acquisitions, deferred taxation,
and downstream gross margin were also enhanced," added
Mr. Dubois-Pelerin.
CONTACT: STANDARD & POOR'S RATING SERVICES
Analysts E-mail Addresses
emmanuel_dubois-pelerin@standardandpoors.com
eric_tanguy@standardandpoors.com
olivier_beroud@standardandpoors.com
CorporateFinanceEurope@standardandpoors.com
===========
N O R W A Y
===========
PAN FISH: Cuts Streak of 10 Consecutive Quarterly Losses
--------------------------------------------------------
Pan Fish (OSE: PAN) achieved its first gross operating profit
(EBIT) in ten consecutive quarters in the first quarter 2004.
The operating profit before depreciation (EBITDA) for the first
quarter 2004 was NOK61.4 million, an improvement of
approximately NOK50 million compared to first quarter 2003. The
significant improvement comes in spite of considerably lower
operating revenues in first quarter this year compared to the
corresponding quarter 2003, proving that the company's
initiatives to reduce costs substantially have succeeded.
Efforts to become the industry's lowest cost producer continue
unabated. Higher salmon prices have also contributed favorably.
Profitable operations: Pan Fish achieved an operating profit
before depreciation (EBITDA) of NOK61.4 million in the first
quarter 2004, compared with NOK11.8 million in the same quarter
last year, and an operating profit (EBIT) of NOK15.2 million,
compared with an operating loss of NOK32.2 million in the first
quarter last year. All four fish farming operations contribute
to the significant improvement, while the operating loss from
processing is on level with the corresponding period 2003.
Refinancing before summer: At the end of the first quarter, the
Pan Fish Group had a negative equity in the amount of NOK207.4
million. The company is currently working to secure long-term
financing, and the board of directors will present an action
plan for a refinancing solution for the Group at the Annual
General Meeting.
"While 2004 has started stronger than we dared hope for a few
months back, the Group's liquidity still curbs long-term
sustainable development. We have enjoyed an increase in demand
in a number of our core markets during the first three months of
the year. We believe the favorable market developments will
continue in both the European and the U.S. markets. Combined
with a strong focus on costs, good fish health and a refinancing
solution for the company, this will contribute to making Pan
Fish the industry's lowest cost producer and a very profitable,
fully integrated fish farming enterprise," says Atle Eide, CEO
of Pan Fish.
(NOK million) 1Q-04 1Q-03
Operating income 602.7 698.8
EBITDA 61.4 11.8
Depreciations -46.2 -43.9
Special items 0.0 0.0
EBIT 15.2 -32.2
Profit before taxes -58.1 -85.9
Net profit -57.8 -102.8
Operations and outlook
Gross operating revenues from the company's fish farming
operations amounted to NOK522.2 million in the first quarter,
compared with NOK657.1 million in the corresponding period 2003.
18,294 tons round weight (trw) of salmon was harvested in the
quarter, compared with 22,613 tons trw in the first quarter
2003.
Outlook: "We are optimistic about the future. The substantial
harvesting of fish in the Faeroe Islands, combined with reduced
biomass in Norway, give grounds for optimism with respect to
price developments during the remainder of 2004," says Mr. Eide.
Pan Fish upholds its assessments regarding the long-term growth
potential of the fish farming industry in the years to come. In
the short term, however, it is vital that the industry maintains
strict discipline in its efforts to adjust production to
sustainable levels.
"We are progressing with the goal of having a refinancing plan
for the Pan Fish Group worked out before summer. As soon as
this is in place, Pan Fish will be in a position to reclaim its
status as a leading, profitable global fish farming company,"
Mr. Eide adds.
CONTACT: PAN FISH
Atle Eide
CEO
Phone: +47 911 52 977
=============
R O M A N I A
=============
PETROM SA: Privatization to Benefit other Retailers, Says Fitch
---------------------------------------------------------------
Fitch Ratings says the privatization of Romania's national oil &
gas company SNP Petrom S.A. ('BB-'/'B' Rating Watch Positive)
will be positive for most retail operators in the country.
The Romanian retail market is currently dominated by Petrom,
which owns and operates almost 700 petrol stations, representing
c30% of the industry's total, but its market share by volume is
42% (suggesting that throughput per station is above the market
average). Petrom represents the 'national heritage' retail
brand, still a common feature in the Central and Eastern
European countries.
The relative lack of global brands' presence and hence
competition (although it has significantly increased since 1994)
is a result of Petrom's ability to keep its prices low through
its, unlike many national flagships in the region, strong
domestic upstream business. This means relatively low retail
margins; the Romanian average retail margin in the past five
years had been at least 60% below the levels usually seen in the
EU countries, including the new accession members.
Although the pricing is nominally liberalized, price changes at
Petrom are approved by the Board of Directors, which is a direct
representative and/or nominated by the government -- Ministry of
Economy and Commerce. Fitch believes that following the
privatization -- which is likely to materialize in 2004 -- the
government will have less power to control retail prices as it
had previously done for social or inflation control reasons.
This is likely to benefit the retail segment overall. However,
the least effective operators are likely to be exposed to
increased competition from new entrants or existing brands that
may be attracted by the higher margins and hence embark on
expansion in Romania. Increased consumer prices will be
balanced by better service quality spurred by a competitive
market.
International competition is represented by only two global
brands, i.e. Shell ('AA+'/'F1+') and Agip (controlled by ENI
rated 'AA-' (AA minus)/'F1+'), but regionally strong OMV (based
in Austria), MOL (Hungary) and Lukoil (Russia) are also present.
Romania's Rompetrol, the largest private company in the country,
which has been operating the coastal Petromidia refinery since
2001, also belongs to the group of new, strong brands on the
market. Each of these companies has between 1% and 5% of the
market share; collectively they are about half of Petrom's size
by number of stations. However, they usually score top in
efficiency as measured by average throughput; their combined
volumes are c.80% of Petrom's sales volume.
Around 60% of the 2,400 petrol stations in Romania are privately
owned. These stations, usually located in rural areas, are
least competitive and relatively inefficient. While the basic
breakdown of the Romanian fuel retail market (i.e. strong
national brand, efficient international brands and a bulk of
private 'white flag' stations) is similar to other countries in
the region, it is distinctive in a way that only two global
brands are present and that the international brands segment
commands relatively small combined market share.
CONTACT: FITCH RATINGS
Josef Pospisil, London
Phone: +44 (0) 20 7417 4266
Graeme Marks
Phone: +44 (0) 20 7417 4086
Media Relations:
Alex Clelland, London
Phone: +44 20 7862 4084
===========
R U S S I A
===========
AMUR-GAZ-STORY: Amur Court Confirms Insolvent Status
----------------------------------------------------
The Arbitration Court of Amur region declared energy company
CJSC Amur-Gaz-Story insolvent and introduced bankruptcy
proceedings. The case is docketed as A04-5016/03-6/141B. Mr.
N. Surov has been appointed insolvency manager.
Creditors are asked to submit their proofs of claim to the
insolvency manager at Russia, Amur region, Blagoveschensk,
Svyatitel Innokenti str.13-314. A hearing will take place on
October 5, 2004, 8:30 a.m. at the Arbitration Court of Amur
region.
CONTACT: AMUR-GAZ-STORY
Russia, Amur region, Blagoveschensk,
Lomonosov str.145
Mr. N. Surov, Insolvency Manager
Amur region, Blagoveschensk,
Svyatitel Innokenti str.13-314
ARTEL OF HATTERS: Court Sets July 17 Hearing
--------------------------------------------
The Arbitration Court of Amur region commenced bankruptcy
supervision procedure on LLC gold mining enterprise Artel Of
Hatters. The case is docketed as A04-5447/03-6/187B. Mr. M.
Pintusov has been appointed temporary insolvency manager.
Creditors have until July 13, 2004 to submit their proofs of
claim to the temporary insolvency manager at 675000, Russia,
Amur region, Blagoveschensk, Shimanovskogo str.36-81. A hearing
will take place on July 17, 2004 at the Arbitration Court of
Amur region.
CONTACT: ARTEL OF HATTERS
Russia, Amur region, Blagoveschensk
Mr. M. Pintusov, Temporary Insolvency Manager
675000, Russia, Amur region, Blagoveschensk,
Shimanovskogo str.36-81
ELECTRON BEAM: Orenburg Court Appoints Insolvency Manager
---------------------------------------------------------
The Arbitration Court of Orenburg region declared LLC Electron
Beam Remelt Enterprise insolvent and introduced bankruptcy
proceedings. The case is docketed as A47-956/2004-14GK. Mr. S.
Polschikov has been appointed insolvency manager. Creditors
have until July 13, 2004 to submit their proofs of claim to the
insolvency manager at 460000, Russia, Orenburg, Gaya str.23A.
Phone/Fax: (3532) 783845.
CONTACT: ELECTRON BEAM REMELT ENTERPRISE
462419, Russia, Orenburg region, Orsk, prosp. Mira 14
Mr. S. Polschikov, Insolvency Manager
460000, Russia, Orenburg, Gaya str.23A
Phone/Fax: (3532) 783845
ERMOLINSKIYE AIRLINES: Declared Insolvent
-----------------------------------------
The Arbitration Court of Kaluga region declared CJSC
Ermolinskiye Airlines insolvent and introduced bankruptcy
proceedings. The case is docketed as A23-3118/03B-7-90. Mr. V.
Burylov (Moscow) has been appointed insolvency manager.
Creditors have until July 13, 2004 to submit their proofs of
claim to The Arbitration Court of Kaluga region at 248600,
Kaluga, pl. Stary Torg 4, or the insolvency manager at 248017,
Russia, Kaluga, Turepetskaya str.11/1-7.
CONTACT: ERMOLINSKIYE AIRLINES
249010, Russia, Kaluga region,
Borovsk-2, Vzlyetnaya street
Mr. V. Burylov, Insolvency Manager
248017, Russia, Kaluga, Turepetskaya str.11/1-7
The Arbitration Court of Kaluga region:
248600, Kaluga, pl.Stary Torg 4
FERRO-CONCRETE PRODUCT: Court Prescribes Bankruptcy Proceedings
---------------------------------------------------------------
The Arbitration Court of Amur region declared OJSC Ferro-
Concrete Product Plant No.12 insolvent and introduced bankruptcy
proceedings. The case is docketed as A04-422/04-6/32B. Mr. M.
Praskov has been appointed insolvency manager. Creditors are
asked to submit their proofs of claim to the temporary
insolvency manager at Russia, Amur region, Blagoveschensk,
Studencheskaya str.34-31.
CONTACT: FERRO-CONCRETE PRODUCT PLANT NO.12
Russia, Amur region, Blagoveschensk
Mr. M. Praskov, Insolvency Manager
Russia, Amur region, Blagoveschensk,
Studencheskaya str.34-31
KUZNETSK-TELE-RADIO: Proofs of Claim Deadline June 13
-----------------------------------------------------
The Arbitration Court of Kemerovo region declared LLC Kuznetsk-
Tele-Radio Factory insolvent and introduced bankruptcy
proceedings. The case is docketed as A27-17245/2003-4. Mr. M.
Brodesco has been appointed insolvency manager.
Creditors have until June 13, 2004 to submit their proofs of
claim to the insolvency manager at 654034, Russia, Kemerovo
region, Novokuznetsk, Post User Box 6152. A hearing will take
place on September 8, 2004 at the Arbitration Court of Kemerovo
region.
CONTACT: KUZNETSK-TELE-RADIO FACTORY
654000, Russia, Kemerovo region, Novokuznetsk,
Batyushkova str.7-53
Mr. M. Brodesco, Insolvency Manager
654034, Russia, Kemerovo region, Novokuznetsk,
Post User Box 6152
NOVOROSSIYSK-AGRO: Under Bankruptcy Supervision Procedure
---------------------------------------------------------
The Arbitration Court of Krasnodar region commenced bankruptcy
supervision procedure on chemical company LLC Novorossiysk-Agro.
The case is docketed as A32-5771/2004-38/38B. Mr. A. Karabaza
has been appointed temporary insolvency manager.
Creditors are asked to submit their proofs of claim to the
temporary insolvency manager at 354068, Russia, Krasnodarski
region, Sochi-68, Post User Box 280. A hearing will take place
on August 30, 2004 at the Arbitration Court of Krasnodar region.
CONTACT: NOVOROSSIYSK-AGRO
353900, Russia, Krasnodar region,
Novorossiysk, Svobody str.28
Mr. A. Karabaza, Temporary Insolvency Manager
354068, Russia, Krasnodarski region, Sochi-68,
Post User Box 280
URAL-AZ-SPETS: E. Fadeev Appointed Insolvency Manager
-----------------------------------------------------
The Arbitration Court of Chelyabinsk region declared special
motor vehicles enterprise, CJSC Ural-Az-Spets-Technika,
insolvent and introduced bankruptcy proceedings. The case is
docketed as A76-15651/03-52-499. Mr. E. Fadeev has been
appointed insolvency manager. Creditors have until July 13,
2004 to submit their proofs of claim to the insolvency manager
at 456306, Russia, Chelyabinsk region, Miass, Post User Box 211.
CONTACT: URAL-AZ-SPETS-TECHNIKA
Russia, Chelyabinsk, Miass, Dinamovskoye shosse 7
Mr. E. Fadeev, Insolvency Manager
456306, Russia, Chelyabinsk region, Miass,
Post User Box 211
UTYES: Amur Arbitration Court Sets July 5 Hearing
-------------------------------------------------
The Arbitration Court of Amur region commenced bankruptcy
supervision procedure on CJSC gold mining enterprise Utyes. The
case is docketed as A04-813/04-15/7B. Mr. M. Praskov has been
appointed temporary insolvency manager.
Creditors are asked to submit their proofs of claim to the
temporary insolvency manager at Russia, Amur region,
Blagoveschensk, Studencheskaya str.34-31. A hearing will take
place on July 5, 2004 at the Arbitration Court of Amur region.
CONTACT: UTYES
Russia, Amur region, Tynda
Mr. M. Praskov, Temporary Insolvency Manager
Russia, Amur region, Blagoveschensk, Studencheskaya
str.34-31
VARYEGAN-TEPLO-NEFT: Bankruptcy Proceedings Begin
-------------------------------------------------
The Arbitration Court of Khanty-Mansiysky autonomous region
declared power company CJSC Varyegan-Teplo-Neft insolvent and
introduced bankruptcy proceedings. The case is docketed as A50-
21054/2003-B. Mr. A. Rupchev has been appointed insolvency
manager.
Creditors have until July 13, 2004 to submit their proofs of
claim to:
(a) Insolvency Manager: 628624, Russia, Khanty-Mansiysky
autonomous region, Tyumen region, Nizhnevartovsk, Druzhby
Narodov str.31-21;
(b) The Arbitration Court of Khanty-Mansiysky autonomous region:
Russia, Khanty-Mansiysky autonomous region, Khanty-Mansiysk,
Lenin str.54/1.
CONTACT: VARYEGAN-TEPLO-NEFT
628460, Russia, Tyumen region, Khanty-Mansiysky
autonomous region, Raduzhny, Yuzhnaya Promzona
Mr. A. Rupchev, Insolvency Manager
628624, Russia, Khanty-Mansiysky autonomous region,
Tyumen region, Nizhnevartovsk,
Druzhby Narodov str.31-21
The Arbitration Court of Perm region:
Russia, Khanty-Mansiysky autonomous region,
Khanty-Mansiysk, Lenin str.54/1
=====================
S W I T Z E R L A N D
=====================
ABB LTD.: Bondholders Approve Modification to US$968 Mln Bond
-------------------------------------------------------------
ABB Ltd. on Friday said that bondholders, meeting in London,
have approved the amendments to the terms and conditions of the
US$968 million convertible bond, issued by ABB International
Finance Limited, which is due in 2007.
The amendments modify the conversion rights contained in the
bonds so that upon conversion bondholders receive dollar-
denominated American Depositary Shares (ADS) instead of Swiss
franc-denominated ordinary shares. Each ADS represents one
ordinary share of ABB Ltd.
ABB said the modifications greatly simplify the accounting
treatment of this bond and remove related volatility from ABB's
financial statements. Removing the volatility factor results in
increased transparency.
Barclays Capital, Citigroup Global Markets Limited and Credit
Suisse First Boston (Europe) Limited advised ABB in this
transaction. The bonds have the following identifiers: ISIN
Code: XS0147497217 Common Code: 014749721.
ABB Ltd. has listed its shares on the New York Stock Exchange
(in the form of ADS) since April 6, 2001. ABB
(http://www.abb.com)is a leader in power and automation
technologies that enable utility and industry customers to
improve performance while lowering their environmental impact.
The ABB Group of companies operates in around 100 countries and
employs about 113,000 people.
ABB LTD.: Wins US$22 Million Supply Contract in Norway
------------------------------------------------------
ABB Ltd. received a US$22 million order from GE Oil and Gas-
Nuovo Pignone to provide electrical drive systems for an onshore
gas processing plant that will support the Ormen Lange gas field
in Norway.
"ABB's automation products and advanced drives technology will
help develop one of the largest gas fields on the Norwegian
continental shelf," said Dinesh Paliwal, head of ABB's
Automation Technologies division.
"This significant order expands and supports our long-term
relationships with the region's key operators, and leverages our
expertise in deployment of energy-saving products and systems."
The order includes two Series ACS 6000 variable speed drive
systems for the recompressors, and three LCI (load commutated
inverter) adjustable speed synchronous motor drive systems for
the export compressors. ABB's systems will be installed at the
Nyhamna onshore gas processing plant in Norway. ABB will also
integrate power transformers, converters with filters, and
motors to complete the advanced drive systems. The contract's
scope includes design, engineering, documentation, equipment
testing, back-to-back testing and commissioning of the complete
drives systems.
Natural gas from the Ormen Lange field will be processed and
compressed at Nyhamna, then transported through a 1,200
kilometer-long pipeline to Easington in the U.K. ABB drives
will be used to control and optimize speed of the export gas
compressor and recompressor trains. With estimated reserves of
397 billion cubic meters, the Ormen Lange field will begin
exports to the U.K. in 2007. Norsk Hydro is developing the
field, which is located about 100 kilometers off the Norwegian
coast and is slated to represent about 20 percent of Norway's
gas exports, and 20% of the U.K. gas market demand.
ABB (http://www.abb.com)is a leader in power and automation
technologies that enable utility and industry customers to
improve performance while lowering environmental impact. The
ABB Group of companies operates in around 100 countries and
employs about 113,000 people.
=============
U K R A I N E
=============
AGROMASH: Undergoes Bankruptcy Supervision
------------------------------------------
The Economic Court of Vinnitsya region commenced bankruptcy
supervision procedure on OJSC bar' district enterprise Agromash
(code EDRPOU 03567249). The case is docketed as 5/285-04.
Mr. Sokolvak M. (License Number AA 250350) has been appointed
temporary insolvency manager.
Creditors have until June 19, 2004 to submit their proofs of
claim to:
(a) Temporary Insolvency Manager: Ukraine, Vinnitsya, Pirogov
str., 73a/132
(b) ECONOMIC COURT OF VINNITSYA REGION: 21036, Ukraine,
Vinnitsya, Hmelnitske shose, 7
Agromash holds Account Number 260013017067 at JSCB Mriya,
Vinnitsya regional branch, MFO 302559.
CONTACT: AGROMASH
23007, Ukraine, Vinnitsya region, Bar region,
Station Bar
Mr. Sokolvak M., Temporary Insolvency Manager
Ukraine, Vinnitsya, Pirogov str., 73a/132
ECONOMIC COURT OF VINNITSYA REGION:
21036, Ukraine, Vinnitsya, Hmelnitske shose, 7
EXPOTRADE: Deadline for Proofs of Claim June 19
-----------------------------------------------
The Economic Court of Donetsk region commenced bankruptcy
supervision procedure on LLC Expotrade (code EDRPOU 30422544) in
April. The case is docketed as 42/74 B. Mrs. Nesvit Ludmila
(License Number 66826) has been appointed temporary insolvency
manager.
Creditors have until June 19, 2004 to submit their proofs of
claim to:
(a) Temporary Insolvency Manager: 83056, Ukraine, Donetsk, M.
Mametova str., 8/2
(b) ECONOMIC COURT OF DONETSK REGION: 83048, Ukraine,
Donetsk, Artema str., 157
Expotrade maintains Account Number 26007309037001 at CB
Privatbank, Donetsk regional branch, MFO 335496.
CONTACT: EXPOTRADE
83111, Ukraine, Donetsk, Saltikov-Shedrin str., 1a
Mrs. Nesvit Ludmila, Temporary Insolvency Manager
83056, Ukraine, Donetsk, M. Mametova str., 8/2
ECONOMIC COURT OF DONETSK REGION:
83048, Ukraine, Donetsk, Artema str., 157
HOUSE BUILDING: Court Prescribes Bankruptcy Supervision
-------------------------------------------------------
The Economic Court of Kyiv region commenced bankruptcy
supervision procedure on OJSC House Building Combine #1 (code
EDRPOU 04012738) in May. The case is docketed as 23/233-b.
Arbitral manager Mr. Ramazanov Sirazhutin (License Number AA
047813 approved October 18, 2001) has been appointed temporary
insolvency manager.
Creditors have until June 19, 2004 to submit their proofs of
claim to:
(a) Temporary Insolvency Manager: 02166, Ukraine, Kyiv, Volkov
str., 6/55-64
(b) ECONOMIC COURT OF KYIV: 01030, Ukraine, Kyiv, B. Hmelnitskij
boulevard, 44-B
House Building Combine #1 maintains Account Number 26007016095
at JSB Arkada, Kyiv branch, MFO 322335.
CONTACT: HOUSE BUILDING COMBINE #1
01013, Ukraine, Kyiv, Hutir Ostriv,
Promislova str., 6-a
Mr. Ramazanov Sirazhutin,
Temporary Insolvency Manager
02166, Ukraine, Kyiv, Volkov str., 6/55-64
ECONOMIC COURT OF KYIV:
01030, Ukraine, Kyiv, B. Hmelnitskij boulevard, 44-B
INTRADE GROUP: Zaporizhaya Court Appoints Insolvency Manager
------------------------------------------------------------
The Economic Court of Zaporizhya region commenced bankruptcy
supervision procedure on Ukrainian-American Joint Enterprise in
the form of LLC Intrade Group (code EDRPOU 22950357). The case
is docketed as 20/77-19/28. Mrs. Baldakova Olga (License Number
AA 315471 approved August 30, 2002) has been appointed temporary
insolvency manager.
Creditors have until June 19, 2004 to submit their proofs of
claim to:
(a) Temporary Insolvency Manager: 69104, Ukraine, Zaporizhya,
Malinovskij str., 26a/117
(b) ECONOMIC COURT OF ZAPORIZHYA REGION: 69001, Ukraine,
Zaporizhya, Shaumyana str., 4
Intrade Group holds Account Number 26008046801 t JSB Metalurg of
Zaporizhya, MFO 313582.
CONTACT: INTRADE GROUP
69050, Ukraine, Zaporizhya, Kosmichna str., 119
Mrs. Baldakova Olga, Temporary Insolvency Manager
69104, Ukraine, Zaporizhya, Malinovskij str., 26a/117
ECONOMIC COURT OF ZAPORIZHYA REGION:
69001, Ukraine, Zaporizhya, Shaumyana str., 4
PROFESSIONAL: Under Bankruptcy Supervision Procedure
----------------------------------------------------
The Economic Court of Kyiv commenced bankruptcy supervision
procedure on LLC professional projects center Professional (code
EDRPOU 30309055). The case is docketed as 24/212. Mr. Krikun
V. has been appointed temporary insolvency manager.
Creditors have until June 19, 2004 to submit their proofs of
claim to:
(a) Temporary Insolvency Manager:
Phone: 463-68-21
(b) ECONOMIC COURT OF KYIV: 01030, Ukraine, Kyiv, B. Hmelnitskij
boulevard, 44-B
Professional maintains Account Number 260011771 at JSCB
Ukrgazbank, Kyiv branch, MFO 300023.
CONTACT: PROFESSIONAL
01025, Ukraine, Kyiv, V. Zhitomirska str., 19-B
Mr. Krikun V., Temporary Insolvency Manager
Phone: 463-68-21
ECONOMIC COURT OF KYIV:
01030, Ukraine, Kyiv, B. Hmelnitskij boulevard, 44-B
===========================
U N I T E D K I N G D O M
===========================
24 SEVEN: Hires Liquidator from Freeman Rich Insolvency
-------------------------------------------------------
At an Extraordinary General Meeting of the Members of the 24
Seven Services Limited Company on May 19, 2004 held at the
offices of Smithson Clarke, Solicitors, 31-39 High Bridge,
Newcastle-upon-Tyne, the Ordinary and Extraordinary Resolutions
to wind up the Company were passed. James Richard Duckworth of
Freeman Rich Insolvency, 284 Clifton Drive South, Lytham St
Annes FY8 1LH has been appointed Liquidator for the purpose of
such winding-up.
CONTACT: FREEMAN RICH INSOLVENCY
284 Clifton Drive South,
Lytham St Annes FY8 1LH
Contact:
James Richard Duckworth, Liquidator
AAURA LIMITED: Appoints Liquidator from Somers Baker Prince Kurz
----------------------------------------------------------------
At an Extraordinary General Meeting of the Aaura Limited Company
on May 21, 2004 held at Premier House, 45 Ealing Road, Wembley,
Middlesex HA0 4BA, the subjoined Extraordinary Resolution to
wind up the Company was passed. Brian Warwick Prince of Somers
Baker Prince Kurz, Premier House, 45 Ealing Road, Wembley,
Middlesex HA0 4BA has been appointed Liquidator for the purpose
of such winding-up.
CONTACT: SOMERS BAKER PRINCE KURZ
Premier House
45 Ealing Road, Wembley
Middlesex HA0 4BA
Contact:
Brian Warwick Prince, Liquidator
ABBEY COURT: Calls in Liquidator
--------------------------------
At an Extraordinary General Meeting of the Members of the Abbey
Court Leisure (Redhill) Ltd. Company on May 24, 2004 held at 67
Butts Green Road, Hornchurch, Essex RM11 2JS, the Ordinary and
Extraordinary Resolutions to wind up the Company were passed. J
S French and G Mummery have been appointed Joint Liquidators for
the purpose of such winding-up.
ACCIDENT ADVICE: Industry Crisis Claims Another Victim
------------------------------------------------------
"No win, no fee" personal injury claims firm Accident Advice
Helpline has gone into administration. Accountants Leonard
Curtis & Co. has been appointed administrators.
Lance Beck, a director of the parent group Accident Advice
Holdings, told the Telegraph the unit's financial backers pulled
out shortly after the failure of another personal injury claims
firm, The Accident Group, last year. This development adversely
affected the unit's stability. This latest collapse follows the
fall of two other firms, The Life Repair Group and Claims
Direct, which went belly up in the last two years.
Included in its administration order are four subsidiaries of
Accident Advice Holdings. Mr. Beck said the group's 150 staff
would be kept. Customers will be transferred to healthy
subsidiaries, which will use the Accident Advice Helpline brand.
The group will continue operating as a going concern.
CONTACT: LEONARD CURTIS & CO.
One Great Cumberland Place
London W1H 7LW
Phone: 020 7535 7000
Fax: 020 7723 6059
E-mail: solutions@leonardcurtis.co.uk
Web site: http://www.leonardcurtis.co.uk/
Contact:
Keith Goodman, Senior Partner
E-mail: kdg@leonardcurtis.co.uk
Stephen Swaden, Partner
E-mail: sds@leonardcurtis.co.uk
Jonathan Schapira, Partner
E-mail: jjs@leonardcurtis.co.uk
Neil Bennett, Partner
E-mail: nab@leonardcurtis.co.uk
ACORN GLASS: Winding up Resolutions Passed
------------------------------------------
At an Extraordinary General Meeting of the Members of the Acorn
Glass Limited Company on May 20, 2004 held at 27 The Downs,
Altrincham, Cheshire WA14 2QD, the Ordinary and Extraordinary
Resolutions to wind up the Company were passed. Neil Henry and
Michael Simister of Lines Henry, 27 The Downs, Altrincham WA14
2QD have been appointed Joint Liquidators for the purpose of
such winding-up.
CONTACT: LINES HENRY
27 The Downs,
Altrincham WA14 2QD
Contact:
Neil Henry, Liquidator
ACTION PACK: Hires Receivers from Insol House
---------------------------------------------
The Action Pack Finishing Services Limited Company has appointed
R F Simms and A R Limb of Insol House as joint administrative
receivers. The appointment was made May 6, 2004.
Action Pack is engaged in promoting and packaging magazines.
The Company's registered office is located at 63 Broadway,
Peterborough, Cambridgeshire PE1 1SY.
CONTACT: INSOL HOUSE
39 Station Road, Lutterworth,
Leicester LE17 4AP
Contact:
R F Simms
A R Limb
(IP Nos 9252, 8955)
A & G HOMESTORES: Calls in Liquidator
-------------------------------------
At an Extraordinary General Meeting of the Members of the A & G
Homestores Limited Company on May 24, 2004 held at Milford
House, 43-55 Milford Street, Salisbury, Wiltshire SP1 2BP, the
Ordinary and Extraordinary Resolutions to wind up the Company
were passed. Barry P Knights of Knights & Company, Milford
House, 43-55 Milford Street, Salisbury, Wiltshire SP1 2BP has
been appointed Liquidator for the purpose of the voluntary
winding-up.
CONTACT: KNIGHTS & COMPANY
Milford House,
43-55 Milford Street, Salisbury
Wiltshire SP1 2BP
Contact:
Barry P Knights, Liquidator
A. RUBY LIMITED: Creditors Meeting Set June 11
----------------------------------------------
There will be a Creditors Meeting of the A. Ruby (Transport)
Limited on June 11, 2004 at 11:00 a.m. It will be held at 35
Ludgate Hill, Birmingham B3 1EH.
Creditors who want to be represented at the Meeting may appoint
proxies. Proxy forms must be submitted together with written
debt claims to 35 Ludgate Hill, Birmingham B3 1EH not later than
12:00 noon, June 10, 2004.
ASSOCIATED ALFING: Winding up Resolutions Passed
------------------------------------------------
At an Extraordinary General Meeting of the Associated Alfing
Kessler Limited Company on May 14, 2004 the Special and Ordinary
Resolutions to wind up the Company were passed. Mark Jeremy
Orton and Allan Watson Graham of KPMG Corporate Recovery, 2
Cornwall Street, Birmingham B3 2DL have been appointed Joint
Liquidators for the purpose of such winding-up.
CONTACT: KPMG CORPORATE RECOVERY
2 Cornwall Street
Birmingham B3 2DL
Contact:
Mark Jeremy Orton, Liquidator
Allan Watson Graham, Liquidator
BAMBER BROS: Members Final Meeting Set June 18
----------------------------------------------
There will be a Final General Meeting of the Members of Bamber
Bros (Development) Limited on June 18, 2004 at 11:00 a.m. It
will be held at 22 Ribblesdale Place, Preston.
The purpose of the Meeting is to lay before the Members the
account how the winding up of the Company has been conducted.
Members who want to be represented at the Meeting may appoint
proxies.
CABLE & WIRELESS: Takes over U.K. Broadband Unbundler
-----------------------------------------------------
Cable and Wireless plc purchased the share capital of Bulldog
Communications Limited, a U.K. company specializing in the
provision of broadband services, for a sum of GBP18.6 million.
Bulldog offers a wide range of high-speed broadband services
using DSL technology, both on the basis of BT wholesale tariffs
and, increasingly, as a principal, having installed its own
equipment in 38 BT exchanges in central London under 'Local Loop
Unbundling' regulation, or 'LLU'. Bulldog is currently one of
only a few operators that provide LLU services in the U.K.
Bulldog was established in May 2000. After two years
development activity, including the installation of its
equipment in BT's exchanges, it launched commercial service in
late 2002.
Commenting on the acquisition, Cable & Wireless Chief Executive,
Francesco Caio, said: "Increasingly our customers are demanding
broadband DSL. We believe that local loop unbundling will
provide selective opportunities driven by customer demand to
expand the reach of our services and enable us to provide a
differentiated offering. The acquisition of Bulldog will
accelerate our ability to deliver directly connected DSL
solutions for our existing and potential customers with an
experienced team specializing in LLU services.
"Cable & Wireless intends to work with the management of Bulldog
to expand the platform as commercial opportunities are
identified."
At 31 December 2003, Bulldog had net assets of GBP1.6 million.
Cable & Wireless has made the purchase through a wholly owned
subsidiary.
CONTACT: CABLE & WIRELESS
Investor Relations:
Virginia Porter
Acting Director, Investor Relations
Phone: +44 20 7315 4460
Craig Thornton
Manager, Investor Relations
Phone: +44 20 7315 6225
Glenn Wight
Manager, Investor Relations
Phone: +44 20 7315 4468
Media:
Lesley Smith
Group Director of Corporate & Public
Phone: +44 20 7315 4410
Affairs
Peter Eustace
Head of Media Relations
Phone: +44 20 7315 4495
Rollo Head
Alice Finsbury
Phone: +44 20 7251 3801
CANARY WHARF: Songbird Offer Good Until Friday Only
---------------------------------------------------
(a) Offer declared unconditional in all respects on 21 May 2004;
(b) As outlined in an announcement made by Songbird on 21 May
2004, the Songbird Offer for Canary Wharf is unconditional
in all respects;
(c) Therefore, Songbird now controls Canary Wharf;
(d) Offer open for acceptance until 4 June 2004;
(i) By its announcement on 21 May 2004, Songbird confirmed
that the Offer, including the Mix and Match Election
which enables Canary Wharf Shareholders to elect for
different proportions of cash and shares in Songbird
Estates plc, had been extended until 1:00 p.m. (London
time)/8:00 a.m. (New York time) on Friday 4 June 2004.
(e) Unless the Offer is further extended, Canary Wharf
Shareholders will not be able to accept the Offer after 1:00
p.m. (London time)/8:00 a.m. (New York time) on 4 June 2004.
(f) Mix and Match Election due to close on 4 June 2004
(i) Shareholders should also note that even if the Offer is
extended beyond 4 June 2004, the Mix and Match Election
is due to close on 4 June 2004.
(ii) Therefore, Canary Wharf Shareholders who accept the
Offer after that time will only be able to receive the
basic entitlement under the Offer of 238 pence in cash
and 0.57 of a Class B Share for each Canary Wharf Share.
(iii) If Canary Wharf Shareholders so wish, they can
participate in the long-term potential of Canary Wharf
by way of an equity investment, alongside a consortium
of experienced real estate and private equity investors,
in the Class B Shares of Songbird Estates. The Class B
Shares may also benefit from potential liquidity through
admission to trading on AIM.
(iv) Shareholders wishing to receive the consideration under
the Songbird Offer of 295 pence per Canary Wharf Share
entirely in cash, or who wish to receive more or less of
the consideration in the form of Class B Shares, should
therefore accept the Offer and make the appropriate
election prior to 1:00 p.m. (London time)/8:00 a.m. (New
York time) on 4 June 2004.
(v) Canary Wharf Shareholders are recommended to consider
carefully, in the light of their own investment
objectives and having taken independent advice
appropriate to their own financial circumstances,
whether it is appropriate for them to invest in Class B
Shares and/or Class C Shares in Songbird Estates.
(g) Canary Wharf Shares are expected to be de-listed with effect
from 22 June 2004
(i) If you choose not to accept the Offer, you should be
aware that Canary Wharf will apply for the listing of
the Canary Wharf Shares to be cancelled. As previously
stated by Songbird, the notice period for the
cancellation of the listing of Canary Wharf Shares on
the Official List commenced on 21 May 2004 (being the
date on which the Offer was declared unconditional in
all respects) and the anticipated date of cancellation
is 22 June 2004.
(ii) Following the de-listing of the Canary Wharf Shares, any
Canary Wharf Shares which have not been assented to the
Offer will be shares in an unlisted company with no
recognized market in which to trade.
(h) Canary Wharf Shareholders who wish to accept the Offer, but
who have not already done so, should complete the Form of
Acceptance and return it, together with definitive share
certificate(s) and/or other documents of title, as soon as
possible and, in any event, so as to be received by post or
(during normal business hours) by hand at Capita IRG Plc,
Corporate Actions, P.O. Box 166, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TH by no later than 1:00 p.m.
(London Time)/8:00 a.m. (New York Time) On 4 June 2004.
(i) If you are in any doubt as to the procedure for acceptance
of the Songbird Offer, or if you require additional copies
of the Offer Document and (to the extent you may lawfully
receive it) the AIM Document, or if you require an
additional Form of Acceptance, please contact Capita by
telephone on 0870 162 3100 or +44 20 8639 2157 if calling
from outside the U.K.
(j) For convenience, an additional Form of Acceptance and reply
paid envelope will be sent to Shareholders who have not
already accepted the Offer. Canary Wharf Shareholders who
have already returned their validly completed Form(s) of
Acceptance and (if appropriate) the relevant share
certificates and/or accompanying documents are not required
to take any further action.
CONTACT: CANARY WHARF
Press Enquiries:
HOARE GOVETT
Nigel Mills
Ranald McGregor-Smith
Phone: +44 20 7678 8000
MORGAN STANLEY
Mark Warham
Brian Magnus
Phone: +44 20 7425 5000
ROTHSCHILD
Alex Midgen
Ben Davey
Phone: +44 20 7280 5000
TULCHAN COMMUNICATIONS
Andrew Grant
Katie Macdonald-Smith
Phone: +44 20 7353 4200
SMITHFIELD FINANCIAL
John Antcliffe
Phone: +44 20 7360 4900
FINSBURY LIMITED
Faeth Birch
Phone: +44 20 7251 3801
CANARY WHARF: Brascan-Morgan Stanley Tilt Continues
---------------------------------------------------
Canadian property developer Brascan is trying to secretly build
a significant stake in Canary Wharf in an effort to block the
plans of the successful bidder for the highly contested London
office complex.
Brascan lost the battle to control Canary Wharf to a consortium
of funds led by U.S. bank Morgan Stanley in an auction arranged
by the City Takeover Panel. Morgan Stanley's offer was changed
at the last minute to require only 50% of acceptances from
Canary Wharf shareholders. The 295p cash-and-shares bid, which
values the company at GBP1.7 billion, received 60.9% acceptances
last week, and was declared unconditional.
According to The Telegraph, Brascan was able to bring its
shareholding in Canary Wharf to more than 16% after buying a
further 3.9% stake on Friday. The report said Brascan is
planning to join forces with Paul Reichmann, Canary Wharf's
founder and former chairman, who owns 9% of the company.
Together they will have a 25% holding, which it believes is
sufficient to spoil Morgan Stanley's takeover plans.
The report quoted an executive close to Brascan, which has been
bidding with Reichmann, said: "We will end up getting around 28
per cent in Canary Wharf, enough to be a blocking minority."
Mark Warham, the head of mergers and acquisitions at Morgan
Stanley, denied the company's plan is under major threat,
according to the report.
CANTERBURY FOODS: Launches GBP6.18 Million Fund-raising
-------------------------------------------------------
At the Extraordinary General Meeting of Canterbury Foods held in
London Friday, shareholders approved an increase in the
authorized share capital of the Company and granted the
Directors the necessary authorities to effect the Placing of
20,600,000 new ordinary shares of 10p each at 30p per share to
raise GBP6.18 million gross for the Company.
It is expected the new shares will be admitted to trading on 1
June 2004.
CONTACT: CANTERBURY FOODS GROUP PLC
Paul Ainsworth (Chief Executive)
Phone: 01482 326 234
Alison Everatt (Finance Director)
Phone: 01482 326 234
BEATTIE FINANCIAL
Brian Coleman-Smith
Jo Clewlow
Phone: 020 7398 3300
CAPITAL BANK: Names PricewaterhouseCoopers Liquidator
-----------------------------------------------------
Name of Companies:
Capital Bank Agencies Limited
First Mutual Group PLC
Industrial Bank Of Scotland Limited
Kellock Leasing Limited
Kellock Ventures Limited
Members of these Companies will have a Final Meeting on June 28,
2004 at 10:00 a.m. and a 15-minute interval thereafter. It will
be held at the offices of PricewaterhouseCoopers LLP, Benson
House, 33 Wellington Street, Leeds LS1 4JP.
The purpose of the Meeting is to lay before the Members how the
winding up of the Companies had been conducted. Members who
want to be represented at the Meeting may appoint proxies.
CONTACT: PRICEWATERHOUSECOOPERS LLP
Benson House
33 Wellington Street,
Leeds LS1 4JP
Contact:
T Walsh, Liquidator
CHORLEY BUSINESS: Names Begbies Traynor Liquidator
--------------------------------------------------
At an Extraordinary General Meeting of Chorley Business
Solutions Limited Company the Special, Ordinary and
Extraordinary Resolutions to wind up the Company were passed.
Gary Bell and Richard William Traynor of Begbies Traynor have
been appointed Joint Liquidators for the purpose of such
winding-up.
COMPLETE AGENCY: Creditors Meeting Set June 4
---------------------------------------------
Name of Companies:
Complete Agency Limited
Complete Group (Creative Services) Limited
Complete Milton Keynes Limited
Complete New Media Limited
Interface Digital Library Limited
There will be a Meeting of the unsecured Creditors of these
Companies on June 4, 2004 at 10:30 a.m. It will be held at RSM
Robson Rhodes LLP, 186 City Road, London EC1V 2NU.
Creditors who want to be represented at the Meeting may appoint
proxies. Proxy forms must be submitted together with written
debt claims to RSM Robson Rhodes LLP, 186 City Road, London EC1V
2NU not later than 12:00 noon, June 3, 2004.
CONTACT: RSM ROBSON RHODES LLP
186 City Road,
London EC1V 2NU
Joint Administrative Receivers:
M J C Oldham
S P Bower
CORUS GROUP: Directors Awarded Shares Under Acquisition Plan
------------------------------------------------------------
An announcement was made on 28 April 2004 stating that a
conditional award of shares had been made to Mr. Philippe Varin,
Mr. Stuart Pettifor and Mr. David Lloyd at 40.5p per share in
connection with the leveraged equity acquisition plan approved
at the Company's Annual General Meeting held on 22 April 2004.
The awards are subject to the performance criteria contained in
the scheme.
It was reported that Mr. David Lloyd had been conditionally
awarded 216,049 shares. The notification should have stated
that Mr. David Lloyd had been conditionally awarded 231,481
shares.
The performance period is the period of three consecutive
financial years starting on 1 January 2004 and ending on 31
December 2006. The shares vest when the performance criteria
are met.
Following this notification, a total of 231,481 shares have been
conditionally awarded to Mr. David Lloyd.
CREATIVE PULTRUSIONS: In Administrative Receivership
----------------------------------------------------
Wachovia Bank National Association called in Gary Peter Squires
and Neil Hunter Cooper receivers for Creative Pultrusions
International Limited (Reg No 03354229, Trade Classification:
11-Other Manufacture). The application was made May 20, 2004.
CONTACT: Gary Peter Squires
Neil Hunter Cooper
(Office Holder Nos 7856, 5399)
10 Fleet Place, London EC4M 7RB
DAWSON INTERNATIONAL: Announces GBP10 Mln Placing and Open Offer
----------------------------------------------------------------
The Company announces a Placing and Open Offer of GBP10,000,000
nominal of zero coupon, convertible, secured, redeemable loan
stock 2009. All of this Loan Stock has been placed, on a fully
underwritten basis, with GPG (a 29.9% Shareholder),
conditionally, inter alia, upon the approval of Shareholders and
subject to clawback by Qualifying Shareholders (other than GPG)
under the Open Offer. The net proceeds of the Placing and Open
Offer will be approximately GBP9,200,000 and will provide funds
for the full repayment of the UK Banks' Facility, with the
balance being used for general working capital purposes. No fee
or commission will be payable to GPG for providing this
underwriting commitment, although the Company will be making a
contribution of GBP135,000 to GPG's legal costs in connection
with the Issue.
The Loan Stock will be issued at par and will carry a zero
coupon. The Loan Stock will be convertible no earlier than 1
January 2005 on the basis of one Ordinary Share for every 5p of
principal Loan Stock held and, to the extent not already
converted or redeemed, will be redeemed following a period of
five years from the date of issue. The Loan Stock will be
redeemable early, as more fully described in paragraph 5 below.
The Closing Price of an Ordinary Share, as at 26 May 2004 was
12p. The conversion price of 5p represents a discount of 58% in
relation to that Closing Price. The Loan Stock will be secured
on the Group's assets (and rank only behind any Senior Debt
Security granted to the Company's Senior Lenders) and on a
winding up of the Company, the Loan Stock will be entitled to
repayment before any distribution is made to Ordinary
Shareholders.
Application has been made to the U.K. Listing Authority and to
the London Stock Exchange for the Loan Stock to be admitted to
the Official List and to trading on the London Stock Exchange's
market for listed securities (on which the Ordinary Shares are
already traded). The issue timetable is set out in the appendix
below.
Debt Facilities
The Group has Debt Facilities available of US$25,000,000
(subject to certain sub-limits) from Bank of America to finance
Dawson Cashmere USA (the BoA Loan Facility) and GBP8,500,000
from the U.K. Banks (the U.K. Banks' Facility). The U.K. Banks'
Facility has been granted by way of an extension (and amendment)
of the Invoice Discounting Agreement, as more fully described in
the Prospectus and must be repaid on the earlier of the
Company's receipt of the proceeds of the Issue and 30 June 2004.
The Company will repay the U.K. Banks' Facility in full out of
the proceeds of the Issue. As part of this arrangement, GPG has
provided certain security to the U.K. Banks and RBSCS, pursuant
to the Assignation.
The principal terms and conditions of the Debt Facilities are
set out in the Prospectus.
Issue of the Warrants and Related Party
On 13 July 2003 the Company announced that the Directors, other
than Messrs. Trevor Beyer and Ross Burney (who are
representatives of GPG), had considered and approved the
provision of a loan facility of up to GBP5,000,000 by GPG.
On 18 July 2003, the Company and Ballantyne USA entered into the
GPG Facility Agreement with GPG, the terms of which included the
proposed grant of security in respect of the GPG Loan Facility,
a guarantee from the Company in respect of such facilities and
the issue of the Warrants. Under the provisions of the GPG
Facility Agreement, the Company undertook to convene an
extraordinary general meeting to put the relevant resolutions to
Shareholders to obtain their approval of these arrangements.
GPG has now agreed to waive the requirement for the grant of
such security and guarantee on repayment in full of the GPG Loan
Facility.
All amounts outstanding under the GPG Loan Facility were repaid
in full on 17 May 2004. Thereafter, the GPG Loan Facility was
terminated, but without prejudice to the Company's obligations
in respect of the Warrants. It is therefore proposed that GPG
be granted Warrants to subscribe, at the Warrant Price, for 10
percent of the Fully Diluted Ordinary Share Capital immediately
following the exercise of such Warrants on the terms summarized
in the Prospectus. The level of GPG's shareholding in the
Company is such that it is deemed to be a related party under
the Listing Rules and, accordingly, the issue of the Warrants
requires the approval of the Independent Shareholders of the
Company. A Resolution to seek such approval will be proposed at
the EGM.
The subscription price for the Warrants will be the Warrant
Price and the Warrants may be exercised during the period of
three years from the date of grant of the Warrants by the
Company. The Warrants may be exercised in whole, being 10% of
the Fully Diluted Ordinary Share Capital, or in respect of such
lower percentage, provided that this is 2% of the Fully Diluted
Ordinary Share Capital or multiples of 2% (but not exceeding 10
percent in total) (in each case immediately following the
exercise of the Warrants).
The Ordinary Shares, issued and allotted pursuant to the
exercise of the Warrants, will be allotted and issued fully paid
and will rank pari passu with the Ordinary Shares already in
issue at that time save that they will not rank for any
dividends or other distributions declared, made or paid prior to
the date of exercise of such Warrants.
The principal terms and conditions of the Warrants are set out
in more detail in the Prospectus.
Share Capital Reorganization
The nominal value of the Company's Ordinary Shares is currently
50p per Ordinary Share, which is significantly above the price
range within which the Ordinary Shares currently trade.
Accordingly, the Share Capital Reorganization is required to
allow the proposed exercise of the Warrants, the issue of the
Loan Stock and grant of the Options as described in this letter.
Therefore, it is proposed that the Company's share capital be
reorganized in the manner set out in paragraph 10 below.
Waiver of obligation to make general offer
Independent Shareholder approval is sought for the waiver of
GPG's obligation to make a general offer for the Company (under
Rule 9 of the City Code) that may otherwise arise on the
allotment and issue to GPG of the Ordinary Shares which would
arise as a result of GPG's (1) conversion of Loan Stock and/or
(2) exercise of the Warrants.
Further information is set out in paragraph 8 below.
Consequences of the Issue not Proceeding
If the Placing and Open Offer does not proceed and the Company
would need to secure forthwith alternative funding to allow it
to continue trading. The Directors are not aware of any viable
alternative funding for the Group. If such funding was not
immediately available, the Group would be required to cease
trading and a liquidator, receiver or administrator would be
appointed. In such an event, the Directors believe that there
would be no funds available to Shareholders after the repayment
of the Company's creditors.
Current Trading
On 30 April 2004, the Company announced its Preliminary Results
for the year to 3 January 2004. First quarter trading in
respect of the Group indicates that the first quarter's trading
result is significantly better than the same period last year.
Operating losses were reduced by GBP1.7 million to a loss of
GBP2.4 million. At the end of March, net cash balances were
GBP2.9 million compared to a net overdraft last year of GBP6.2
million.
Background to and Reasons for the Placing and Open Offer and Use
of Proceeds
As explained in detail in the Disposal Circular, Dawson has been
in severe financial difficulties for some time.
In the Disposal Circular, the Company stated that it was of the
opinion that "after taking into account currently available bank
and other facilities and the net proceeds of the Sale, the
Continuing Group does not have sufficient working capital for
its present requirements, that is for at least 12 months from
the date of this document." It stated that all of the net
proceeds of the Sale would be used to reduce significantly the
Group's indebtedness by substantially repaying current drawings
under its existing facilities with the U.K. Banks. The disposal
of the Ballantyne Business was completed on 31 March 2004 and
the entire proceeds of GBP14,050,000 were repaid to the U.K.
Banks.
It was further stated in the Disposal Circular that the Company
was in the process of arranging further financing for the Group,
which would comprise:
(a) the provision of debt facilities of up to GBP9,000,000
(subject to certain sub-limits) and, in respect of Dawson
Cashmere USA, a three-year, seasonal working capital
facility of up to US$25,000,000 (subject to certain sub-
limits) (the BoA Loan Facility); and -- an issue of
GBP6,000,000 of loan stock.
On 1 April 2004, the Company made an announcement, which
contained the following statement:
"The GBP9 million debt facility which was expected to be
available to the Company from completion of the sale of the
Ballantyne Business is not now available. Alternatives, which
are necessary to have in place before publishing the Issue
Circular, are currently being considered."
Following further discussion with the relevant funders, the
following committed Debt Facilities have now been put in place:
(a) in respect of Dawson Cashmere USA, the BoA Loan Facility,
which is now available for drawing; and
(b) a credit facility of GBP8,500,000 from the U.K. Banks (the
U.K. Banks' Facility), which was put in place on 17 May 2004
in relation to which GPG has provided certain security to
the U.K. Banks and RBSCS pursuant to the Assignation. This
facility must be repaid on the earlier of the Company's
receipt of the proceeds of the Issue and 30 June 2004. The
U.K. Banks' Facility will be repaid in full from the net
proceeds of the Issue.
All amounts outstanding under the GPG Loan Facility were repaid
in full and the GPG Loan Facility was terminated on 17 May 2004.
In addition, the amount of Loan Stock proposed to be issued has
been increased from GBP6,000,000 to GBP10,000,000. The Placing
and Open Offer of Loan Stock is an integral part of the
refinancing package presented to Shareholders in the Disposal
Circular and in this document. The net proceeds of the Placing
and Open Offer, which are expected to be approximately
GBP9,200,000 will provide funds for the full repayment of the UK
Banks' Facility, with the balance being used for general working
capital purposes.
The Company is of the opinion that the working capital available
to the Group, after taking into account the net proceeds of the
Issue and the BoA Loan Facility, is sufficient for its present
requirements, that is for a period of at least the next 12
months from the date of publication of the Prospectus.
The Directors believe that the Placing and Open Offer represents
a crucial step towards the restructuring and refinancing of the
Group. They further believe that the Placing and Open Offer
will provide a more stable basis to move towards restoring the
Group's financial health.
Following the sale of the Ballantyne Business, the Group
comprises:
Joseph Dawson a U.K.-based fiber business which primarily
procures cashmere from sources in Asia; Todd & Duncan a U.K.-
based business spinning cashmere and blended yarns primarily for
the European market; Barrie a U.K.-based knitwear manufacturer
providing private label and own branded knitwear; and Dawson
Cashmere a US-based business sourcing, distributing and
marketing U.S.A cashmere knitwear in China.
Following completion of the Sale, the Debt Facilities and the
Issue, the Directors will focus on increasing the operational
efficiencies and reducing the existing cost base within the
Group with a view to building Shareholder value.
Taking the above into account the Directors are confident of the
Group's future prospects.
Full details of the Placing and Open Offer are available free of
charge at
http://bankrupt.com/misc/Dawson_PlacingandOpenOffer.htm.
CONTACT: DAWSON INTERNATIONAL
Michael G. Hartley, Chairman
Phone: 01629 55098
David G. Cooper, Finance Director
Phone: 01577 867000
DAWSON INTERNATIONAL: Chairman to Receive GBP200,000 Cash Bonus
---------------------------------------------------------------
At the time Michael G. Hartley (Chairman) originally joined the
Company and, subsequently, certain assurances were given to him
by the Company in relation to a cash bonus and a right to
subscribe for shares in the Company as part of a reward package.
The terms of these arrangements broadly related to completion of
the reorganization of the Company's business and putting it on a
more secure financial footing. As a result of the Sale and the
proposed Issue, the Board (with Mr. Hartley taking no part in
the decision) considered that it was now appropriate that his
service agreement (incorporating, inter alia, these
arrangements) be formalized. His proposed service agreement has
been considered at length by the Remuneration Committee of the
Board in light of the Combined Code. The Combined Code requires
that performance-related elements of directors' remuneration
should be subject to conditions, which are relevant, stretching
and designed to enhance shareholder value. Whilst it may be the
case that the conditions attaching to his proposed service
agreement do not fully meet this test, the Remuneration
Committee considers that they are appropriate in the
circumstances. Accordingly, it was proposed at the time Mr.
Hartley joined the Company, and it has now been agreed by the
Remuneration Committee (subject to Shareholders' approval), that
he should receive:
(a) A Cash Bonus of GBP200,000 which is payable on satisfaction
of both of these conditions:
(i) completion of the Sale (which has now occurred); and
(ii) the successful restructuring of the Group and its
finances.
(b) Options to subscribe for up to 5,000,000 Reorganized
Ordinary Shares. The exercise price of these Options would
be 5p in respect of the first 3,000,000 Ordinary Shares and
8p in respect of the remaining 2,000,000 Ordinary Shares.
Vesting of the Options would be 3,000,000 of the 5p options
on 30 June 2004, 1,000,000 of the 8p options on 31 December
2004 and 1,000,000 of the 8p options on 30 June 2005. The
vesting of each tranche of these Options is conditional upon
him at the time of vesting being the Chairman of the
Company. The terms and conditions upon which the Options
would be granted are set out in the proposed option
agreement, which is more fully described in paragraph 7(a)
of the Prospectus.
The principal terms and conditions of Mr. Hartley's proposed
service agreement are set out in the Prospectus. Mr. Hartley's
proposed service agreement with the Company is deemed to be a
related party transaction under the terms of the Listing Rules,
given his position as a Director. The Board believes that the
terms of the proposed service agreement are fair and reasonable,
so far as Shareholders are concerned, and an ordinary resolution
to approve Mr. Hartley's service agreement (which includes the
proposed payment of the Cash Bonus) and his proposed option
agreement is set out in Resolution 8.
CONTACT: DAWSON INTERNATIONAL
Michael G. Hartley, Chairman
Phone: 01629 55098
David G. Cooper, Finance Director
Phone: 01577 867000
DAWSON INTERNATIONAL: Extraordinary General Meeting Set June 22
---------------------------------------------------------------
A Notice convening an EGM to be held at 11:00 a.m. on 22 June
2004 at Level 4, Saltire Court, 20 Castle Terrace, Edinburgh EH1
2EN is set out at the end of the Prospectus. A Form of Proxy to
be used in connection with the EGM will be enclosed with the
Prospectus. The Resolutions to be proposed are largely inter-
conditional. Resolutions 1 and 4 relate to the sub-division of
the Existing Ordinary Shares and creation of the Deferred Shares
and consequential amendments to the Company's Articles,
including its borrowing powers.
Resolutions 2 and 3 give the Directors authority to allot, inter
alia, (i) the Loan Stock; (ii) the Warrants; and (iii) the
Options. Resolution 5 deals with the reduction of capital of
the Company and the cancellation of the Deferred Shares.
Resolution 6 seeks dispensation for GPG from making a general
offer to Shareholders if its shareholding increases to 30
percent or more in connection with the proposals and Resolution
7 seeks Shareholders' approval to the grant of the Warrants to
GPG. Finally, Resolution 8 seeks Shareholders' approval of the
service agreement to be entered into between the Company and
Michael G Hartley (including the proposed payment to Michael G
Hartley of the Cash Bonus) and the proposed option agreement to
be entered into between the Company and Michael G Hartley in
connection with the proposed grant of Options.
More details of the Resolutions are set out in the Prospectus.
DAWSON INTERNATIONAL: Appoints Non-executive Deputy Chairman
------------------------------------------------------------
Mr. Giovanni C. Ghione, currently a Non-Executive Director of
the Company, has agreed to become Non-Executive Deputy Chairman
with immediate effect.
Mr. Lorenzo Astolfi has resigned as a Non-Executive Director
with immediate effect due to the time pressures of his other
business interests.
CONTACT: DAWSON INTERNATIONAL
Michael G. Hartley, Chairman
Phone: 01629 55098
David G. Cooper, Finance Director
Phone: 01577 867000
DEANHURST PROPERTIES: General Meeting of Members Set June 22
------------------------------------------------------------
There will be a General Meeting of the Members of the Deanhurst
Properties (Worcester) Limited Company on June 22, 2004 at 11:30
a.m. It will be held at the offices of Higgs & Sons, 134 High
Street, Brierley Hill, West Midlands DY5 3BG.
The purpose of the Meeting is to lay before the Members how the
winding up of the Company has been conducted. Members who want
to be represented at the Meeting may appoint proxies.
CONTACT: HIGG & SONS
134 High Street,
Brierley Hill,
West Midlands DY5 3BG
Contact:
D J Reynolds, Liquidator
ELDRIDGE POPE: Interim Results Indicate Prolonged Difficulties
--------------------------------------------------------------
Key points of interim results for the 26 weeks to 3 April 2004:
(a) Total sales were down 8.3%, but invested like for like sales
were -2.3% compared to -4.9% for the year to 4 October 2003
(i) Since the year end like for like sales growth has been
seen in Pubs and Tenancies and there has been a
reduction in the rate of decline in Bars.
(b) Loss before exceptionals and taxation of GBP909,000 (5 April
2003 GBP69,000 loss). 2003 figures include GBP458,000
profit from five additional trading days.
(c) Proposed interim dividend of 1.47p (5 April 2003 2.94p)
reflects current difficult trading conditions and our need
to retain cash in the business.
(d) Net debt reduced to GBP41.3million (4 October 2003
GBP41.8million)
(e) Net assets per share of 196p (4 October 2003 198p) after
accounting for the pension fund deficit under FRS17, adopted
for this financial year
(f) Progress continues to be made on the back to basics strategy
(g) Focus on 'retail disciplines' and other initiatives to
improve performance
Miles Templeman, Chairman said: "I strongly endorse the 'Back to
Basics' strategy as the right strategy for the business,
although the management team and I continue to seek ways to
improve its implementation and execution.
"I have seen evidence that the building blocks and action plans
for this focused, disciplined approach are in place but as these
results indicate it is taking longer than expected for the
benefits to flow through."
A copy of this press release is available free of charge at
http://bankrupt.com/misc/Eldridge_H12004.htm.
CONTACT: ELDRIDGE, POPE & CO., P.L.C.
Susan Barratt, Chief Executive
Phone: 01305 258195
COLLEGE HILL
Matthew Smallwood
Phone: 020 7457 2020
EXSAN LIMITED: Meeting of Members Set June 30
---------------------------------------------
Members of the Exsan Limited Company will have a Meeting on June
30, 2004 at 11:00 a.m. It will be held at the offices of
Fanshawe Lofts, 41 Castle Way, Southampton SO14 2BW.
The purpose of the Meeting is to lay before the Members the
account how the winding up of the Company has been conducted.
Members who want to be represented at the Meeting may appoint
proxies.
CONTACT: FANSHAWE LOFTS
41 Castle Way,
Southampton SO14 2BW
Contact:
S J Adshead, Liquidator
INTERNET LIFE: Appoints Liquidator from Brebner Allen & Trapp
-------------------------------------------------------------
At an Extraordinary General Meeting of the Internet Life
Assurance Company Limited on May 11, 2004 held at The Great
Hall, Mount Pleasant Road, Tunbridge Wells TN1 1RG, the
subjoined Special Resolution to wind up the Company was passed.
Martin N Widdowson of Brebner Allen & Trapp, of The Quadrangle,
180 Wardour Street, London W1F 8LB has been appointed Liquidator
for the purpose of such winding-up.
CONTACT: BREBNER ALLEN & TRAPP
The Quadrangle
180 Wardour Street,
London W1F 8LB
Contact:
Martin N Widdowson, Liquidator
MARKS & SPENCER: Green May Exploit Certain Bonds, Says Fitch
------------------------------------------------------------
Fitch Ratings, the international ratings agency, said on Friday
that holders of U.K. retailer Marks and Spencer Group Plc's
(M&S) bonds are likely to be subordinated under a potential
leveraged bid from Philip Green to buy the group.
The market response to Green's announcement of a prospective bid
on 28 May, 2004, with M&S shares rising and its bonds falling,
highlights the diverse treatments for different stakeholders.
As noted in Fitch's comment of 12 May, 'Attention Bond Investors
-- Don't Shop on the High Street without your Covenants'
uncovenanted bondholders, with no change of ownership or
disposal of assets clause, face the prospect of being pushed
further down the queue for repayment by leveraged bids.
"Leaving aside the operational expertise Green's team may bring
to the table, his track record with Arcadia and BHS points
towards a more leveraged capital structure, including secured
debt" said Jonathan Pitkanen, Director of the Fitch's European
retail group. "M&S bondholders could find themselves
subordinated through further secured property financing or even
new debt raised on a securitization basis or, conceivably,
changes in the group structure."
Suppliers will be under pressure to play their part as they are
likely to be notified of new harsher terms for prices and
payment conditions. M&S bondholders could find themselves
subordinated through secured property financing in addition to
the existing Amethyst property transaction and 2001's sale-and-
leasebacks, or securitization of the GBP2.4 billion Financial
Services division's receivables book. Indeed, much of M&S's
debt (YE04: GBP2 billion) could be largely attributed to this
credit card and lending business, rather than the retail
operations. But if such new borrowing repays expensive
acquisition debt, M&S's comparatively cheaper existing debt will
may well find itself subordinated and stay in place until its
maturity date. M&S bondholders would benefit from a more
heavily covenanted set of documentation, say, as that of
Woolworths.
Theories will abound as to whether M&S's food business will be
separated from the retail operations, and whether the financing
of the financial services can also be detached. It is quite
possible that proceeds from these separations will repay
acquisition-related debt, rather than existing debt within the
group.
M&S's Senior unsecured rating is currently 'A' and its short-
term rating is 'F1'. These ratings, and the Stable Outlook, are
likely to change when/if details of the bid are confirmed and
Fitch assesses that bondholders may be adversely affected.
Fitch's comment of 28 May 2004 warned bond investors of the
little protection bonds afforded them after various rumored
involvements by private equity firms in European retail names.
Rumors of success for private equity investors in the bidding
for Safeway's in 2003 drove bond prices sharply down. Private
equity firms' success with companies including Arcadia, BHS,
Halfords and Focus-Wickes has increased their interest in the
sector.
CONTACT: FITCH RATING'S
Jonathan Pitkanen, London
Phone: +44 (0) 20 7417 4201
John Hatton
Phone: +44 (0) 20 7417 4283
Edward Eyerman
Phone: +44 (0) 20 7417 4056
Media Relations:
Alex Clelland, London
Phone: +44 20 7862 4084
MARKS & SPENCER: Stuart Rose May Come in to Replace Roger Holmes
----------------------------------------------------------------
A major change is about to happen at Marks & Spencer even before
a planned takeover of the group by billionaire Philip Green
materializes.
According to Bloomberg News, the Independent on Sunday said that
Chief Executive Officer Roger Holmes is contemplating on
resigning. The report quoted Chairman Luc Vandevelde saying he
plans to leave as soon as a replacement is found. Mr. Holmes is
not very popular as chief executive of Britain's largest
clothing retailer.
Mr. Green, the owner of U.K. fashion chains, admitted last week
-- for the second time in less than five years -- he is
considering buying Marks & Spencer. The deal is expected to
reach up to GBP10 billion.
Marks & Spencer intends to turn down a potential offer, and is
mulling over to take in Stuart Rose, the former Arcadia chief
executive, to help it in its defense, according to The
Telegraph. It is, however, unclear whether Mr. Rose will be
appointed as chairman or chief executive, in place of Mr.
Holmes.
Mr. Rose's possible hiring in Marks & Spencer promises to be
interesting in light Mr. Green's takeover plans. According to
The Telegraph, one industry source said: "If Philip Green has
always wanted to own M&S, then Stuart Rose has always wanted to
run it. They're both passionate about M&S."
Merrill Lynch & Co. and Goldman Sachs Group Inc. are advising
Mr. Green. HBOS, along with Merrill Lynch, Goldman Sachs, Royal
Bank of Scotland and Barclays, is providing financing for his
proposed offer.
MAYFLOWER CORPORATION: Future of Transbus Secured
-------------------------------------------------
Deloitte & Touche has sold Transbus, Britain's largest bus-
builder, to a consortium of Scottish investors for GBP90
million, according to The Scotsman. Transbus is owned by
Mayflower Corporation, currently in administration.
The new owners of the company are David Murray of Rangers
Football Club, Brian Souter and Ann Gloag of Stagecoach, and
Noble Grossart, the investment bank. The deal was a relief to
the bus-maker's 1,400-strong workforce whose job was previously
put in danger.
Transbus, which is rebranded Alexander Dennis, will have Bill
Cameron as chairman, and Jim Hastie as chief executive, the
consortium said, according the report. Mr. Hastie had a one-
year stint at Transbus in 2001. Mr. Cameron was his predecessor
as chief executive of Alexander.
Going forward, it is reported that Alexander Dennis recently
secured a GBP7.5 million order for 50 double-decker buses for
Travel West Miland. It is also in its final stage of striking a
deal worth "nearer GBP10 million" to supply 30 high-spec buses
to the Regional Transportation Commission of Southern Nevada.
The U.S. deal is a dream come true for the company, which want
to enter the market, a spokesman for Alexander Dennis said.
"The buses will run on the famous Las Vegas strip -- and there
can't be any better showcase for our business than that,"
according to him.
MICKLEWRIGHTS LIMITED: Appoints PwC Administrator
-------------------------------------------------
Mark E Bowen and Robert J Hunt of PricewaterhouseCoopers LLP
have been appointed joint administrative receivers for
Micklewrights Limited Company. The appointment was made May 21,
2004.
The Company is engaged in erecting and fabricating steels. It's
registered office address is located at Unit 33, Thornleigh
Trading Estate, Blowers Green, Dudley, West Midlands DY2 8UB.
CONTACT: PRICEWATERHOUSECOOPERS LLP
Cornwall Court,
19 Cornwall Street,
Birmingham B3 2DT
Receivers:
Mark E Bowen
Robert J Hunt
MOSS BROS: Expects to Return to Profit in First Half
----------------------------------------------------
At the Annual General Meeting of the Chairman of Moss Bros Group
Plc, Keith Hamill, reported on current trading to Shareholders:
He said: "for the 16 weeks since the start of the current
financial year, like for like sales have increased by 9% against
the equivalent period last year. Company gross margin is one
percentage point up on last year.
The Board expects the Company to return to profit in the first
half of the current financial year."
CONTACT: MOSS BROS GROUP PLC
Philip Mountford
Roddy Murray
Phone: 0207 447 7200
TULCHAN COMMUNICATIONS LIMITED
Andrew Honnor
Alexia Latham
Phone: 0207 353 4200
NETWORK RAIL: Meets Workers Union Regarding Wage Hike
-----------------------------------------------------
Network Rail said in a statement that on Friday it reopened
talks with trade unions aimed at negotiating a settlement that
will avert industrial action.
John Armitt, Chief Executive, said: "This was a constructive
meeting where all parties laid out their concerns in some
detail. We cannot hide from the fact that there are some big
issues to resolve but we all want to find a solution that will
avert industrial action."
The talks will continue next week as the central issues are
discussed in more detail, the company said. The Rail, Maritime
& Transport (RMT) union is dissatisfied with the company's
pension scheme. On May 20, 58% or 2,947 of its members (voter
turnout was 68%) voted to launch an industrial action to get the
company to talk about two-tier conditions.
NORTHUMBRIAN WATER: Jenny Williams Named Non-executive Director
---------------------------------------------------------------
Jenny Williams has accepted an invitation by the Board to become
a non-executive director of Northumbrian Water Group plc with
effect from 27 May 2004.
Jacques Petry, a non-executive director nominated by Lyonnaise
Europe plc, a subsidiary of Suez SA that is entitled to nominate
two directors to the Company's Board, has resigned with effect
from 27 May 2004. Lyonnaise Europe plc has nominated Bernard
Guirkinger as a replacement non-executive director with effect
from the same date.
* * *
In April, Standard & Poor's affirmed its 'BB+' long-term
corporate rating on Northumbrian Services and its 'BBB' long-
term corporate credit rating on Northumbrian Water.
The ratings on the Northumbrian group reflect its aggressive
post-floatation financial profile and uncertainty regarding
operating expenditure, capital expenditure, and return on
capital for the next regulatory period, and the relatively weak
liquidity position. These risks are offset by the strong
business profile of its regulated U.K. water and sewerage
operations.
CONTACT: NORTHUNBRIAN WATER
Rollo Head
Mark Harris
Anthony Silverman
Finsbury
Phone: (020) 7251 3801
PPL THERAPEUTICS: Scottish Subsidiary Terminates Fibrin License
---------------------------------------------------------------
PPL announces that its subsidiary, PPL Therapeutics (Scotland)
Limited, has terminated its license of intellectual property
relating to Fibrin I. The termination of the license, which
carried obligations to make royalty payments in the short term,
is the most recent step, which PPL has taken to rationalize the
Group's operations and minimize cash burn.
As announced on 29 April 2004, PPL has been in discussions with
two parties interested in acquiring the Company. Discussions
continue with one of these parties and the termination of the
license agreement has been made with the full support and
consent of that party. The termination of the license will
therefore not affect the discussions for the sale of the
Company.
PPL will continue to provide further updates to shareholders at
the appropriate time.
CONTACT: PPL THERAPEUTICS PLC
Chris Greig, Chairman
Adam Christie, Business Development Director
Phone: 0131 440 4777
Alistair Mackinnon-Musson
Philip Dennis
Hudson Sandler
Telephone: 020 7796 4133
E-mail: ppl@hspr.co.uk
QUENTIN DIFFUSION: Hires Portland Business Administrator
--------------------------------------------------------
The Quentin Diffusion Limited has appointed James Richard
Tickell and Carl Derek Faulds of Portland Business & Financial
Solutions as joint administrative receivers. The appointment
was made May 17, 2004. The Company is a clothing retailer.
CONTACT: PORTLAND BUSINESS & FINANCIAL SOLUTIONS
1640 Parkway, Solent Business Park,
Whiteley, Fareham,
Hampshire PO15 7AH
Receivers:
James Richard Tickell
Carl Derek Faulds
(IP Nos 8125, 008767)
SCOTLAND THE BRAND: Receivership Ends in Liquidation
----------------------------------------------------
Scotland the Brand will be liquidated after talks on the
potential rescue of the company out of receivership failed,
according to The Scotsman.
The organization was launched in 1994 to promote and harness
Scotland's "distinctive brand values" both at home and abroad.
But news that the firm was reviewing how Scotland should be
promoted has scared nearly half of its clients away, eventually
leading to the receivership of the firm.
A bidder emerged at the last minute, but talks failed to come up
with an agreeable terms for both parties. Chairman Nick
Kuenssberg said the "opportunistic expression of interest" is at
a dead-end. As a result, receivers were called to close down
operations and pay all creditors.
WATER WHEELS: Members Meeting Set June 30
-----------------------------------------
Members of the Formerly Water on Wheels Limited Company will
have a Meeting on June 30, 2004 at 12:00 noon. It will be held
at 195 Banbury Road, Osford OX2 7AR.
The purpose of the Meeting is to lay before the Members how the
winding up of the Company has been conducted. Members who want
to be represented at the Meeting may appoint proxies.
YORKSHIRE MOULDS: G E Commercial Appoints PwC Receiver
------------------------------------------------------
G E Commercial Finance Limited called in Edward Klempka and
Stephen Andrew Ellis receivers of PricewaterhouseCoopers for
Yorkshire Moulds U.K. Limited Company (Reg No 04449180, Trade
Classification: 11). The application was made May 21, 2004.
The Company is engaged in injection molding.
CONTACT: PRICEWATERHOUSECOOPERS LLP
Benson House
33 Wellington Street,
Leeds LS1 4JP
Receivers:
Edward Klempka
Stephen Andrew Ellis
* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
Shareholders Total Working
Equity Assets Capital
Ticker (US$MM) (US$MM) (US$MM)
------ ----------- ------- --------
AUSTRIA
-------
Libro A.G. (111) 174 (182)
BELGIUM
-------
Carestel 178 (68)
Real Software 176 17
CZECH REPUBLIC
--------------
Ceskomoravska Kolben &
Danek Praha Holding (89) 192 (2,186)
DENMARK
-------
Elite Shipping (28) 101 19
FRANCE
------
Banque Nationale
de Paris Guyane BNPG (41) 352 N.A.
BSN Glasspack (101) 1,151 179
Charbo de France 4,738 2,868
Compagnie Francaise de
l'Afrique Occidentale (65) 256 21
Cofidur S.A. (5) 102 19
Dollfus-Mieg 187 28
European Computer System (110) 682 377
Grande Paroisse S.A. (927) 629 330
Immobiliere Hoteliere (68) 233 29
Pneumatiques Kleber S.A. (34) 480 139
SDR Picardie (135) 413 N.A.
Soderag 404 N.A.
Sofal S.A. (305) 6,619 N.A.
Spie-Batignolles (16) 5,281 75
St Fiacre (FIN) (1) 111 (33)
Trouvay Cauvin TRCN (0) 134 10
Usines Chauson (23) 249 35
GERMANY
-------
Dortmunder
Actien-Brauerei DABG (13) 118 (29)
F.A. Guenther & Sohn A.G. GUSG (8) 111 N.A.
Kaufring A.G. KAUG (19) 151 (51)
Mania Technologi MNI (11) 101 (46)
Nordsee A.G. (8) 195 (31)
Primacom AG 1,264 (50)
Schaltbau A.G. SLTG (16) 163 20
Vereinigter
Baubeschlag-Handel
Holding A.G. VBHG (24) 307 (63)
ITALY
-----
Binda S.p.A. BND (11) 129 (20)
Coin S.p.A. 974 (97)
Credito Fondiario
e Industriale S.p.A. CRF (200) 4,218 N.A.
NETHERLANDS
-----------
Baan Company N.V. BAAN (8) 610 46
Numico N.V. 2,030 83
United Pan-Euro Air UPC (5,266) 5,180 (8,730)
NORWAY
------
Pan Fish ASA 807 (259)
Petroleum-Geo Services PGO (32) 2,963 (5,250)
POLAND
------
Animex S.A. ANX (1) 108 (86)
Exbud Skanska S.A. EXBUF (9) 315 (330)
Media Capital 399 (85)
Mostostal Zabrze (6) 227 (366)
Stalexport S.A. (57) 229 (51)
RUSSIA
------
Kamchatskenergo 273 (7,870)
Zil Auto 333 (10,769)
SPAIN
-----
Altos Hornos de Vizcaya S.A. (116) 1,283 (278)
Santana Motor S.A. (46) 223 41
Sniace S.A. (11) 137 (34)
Tableros de Fibr 2,107 (125)
SWITZERLAND
-----------
Kaba Holding A.G. KABZN (47) 572 278
Swisslog Holding-R 354 151
UNITED KINGDOM
--------------
Abbott Mead Vickers (2) 168 (16)
Alldays Plc (120) 252 (202)
Amey Plc (49) 932 (47)
Bonded Coach
Holiday Group Plc (6) 188 (44)
Blenheim Group (153) 198 (34)
Booker Plc BKRUY (60) 1,298 (8)
Bradstock Group BDK (2) 269 5
Brent Walker Group BWL (1,774) 867 (1,157)
British Nuclear Fuels Plc (2,627) 40,326 (977)
British Sky PLC 3,347 (144)
Center Parcs (UK)
Group Plc (77) 423 (227)
Compass Group CPG (668) 2,972 (298)
Costain Group 396 4
Dawson Holdings DWSN (29) 142 (29)
Dignity PLC 485 (76)
Easynet Group 323 38
Electrical and Music EMI
Industries Group (885) 3,053 (435)
Euromoney 167 2
Gallaher Group GLH (543) 6,304 116
Gartland Whalley (11) 145 (8)
Global Green Tech Group (156) 408 (18)
Heath Lambert
Fenchurch Group PLC (10) 4,109 (10)
HMV Group PLC HMV (211) 762 (66)
Intertek Testing Services ITRK (134) 508 77
IPC Media Ltd. (685) 254 16
Lambert Fenchurch Group (1) 1,827 3
Lattice Group (1,290) 12,410 (1,228)
Leeds United 144 (29)
Manchester City (17) 154 (21)
Misys PLC MSY (161) 949 41
Mytravel Group 2,551 (533)
Orange PLC ORNGF (594) 2,902 7
Rentokil Initial Plc RTO (1,130) 3,245 (68)
Saatchi & Saatchi SSI (119) 705 (41)
Seton Healthcare (11) 157 0
Each Tuesday edition of the TCR-Europe contains a list of
companies with insolvent balance sheets based on the latest
publicly available balance sheet available to our editors at the
time of publication. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell
short. Don't be fooled. Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets. A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA. Larri-Nil Veloso, Ma. Cristina Canson, and
Liv Arcipe, Editors.
Copyright 2004. All rights reserved. ISSN 1529-2754.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.
Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.
The TCR Europe subscription rate is US$575 per half-year,
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are US$25 each. For subscription
information, contact Christopher Beard at 240/629-3300.
* * * End of Transmission * * *