---

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

                           E U R O P E

            Wednesday, March 27, 2013, Vol. 14, No. 61

                            Headlines



C Y P R U S

BANK OF CYPRUS: Chairman Submits Resignation Letter
* CYPRUS: To Limit Cash Withdrawals; Depositors to Take 40% Hit
* CYPRUS: Banks to Stay Shut Until Tomorrow
* CYPRUS: Fitch Examines Crisis Impact on EMEA Corporates


F R A N C E

COMPAGNIE GENERALE: Fitch Upgrades Hybrid Bond Rating From 'BB+'
KEM ONE: Seek to Avert Receivership
WINDERMERE XII: Court Decision No Impact on Fitch Ratings
* FRANCE: Moody's Sees More Challenges Ahead for Banking Sector


I T A L Y

BANCA MONTE: Expects to Post Second Straight Loss Despite Bailout
* ITALY: Moody's Notes Dip in ABS Performance in January


L U X E M B O U R G

COSAN LUXEMBOURG: Moody's Rates BRL850MM Senior Notes Issue 'Ba2'
MELCHIOR CDO: Fitch Affirms 'Csf' Ratings on Four Note Classes
TAKKO LUXEMBOURG: S&P Lowers Rating on Sr. Sec. Notes to 'B-'


N E T H E R L A N D S

SC VEENDAM: Declared Bankrupt After Failed Rescue Plan


P O L A N D

CENTRAL EUROPEAN: Receives NASDAQ Staff Determination Letter


R O M A N I A

OLTCHIM: Appoints Talpasanu as General Manager
* ROMANIA: Micro-Enterprises Insolvency Up 14.5% in Two Years


S E R B I A

RAZVOJNA BANKA: To Close on April 8; Gov't to Transfer Assets


S L O V E N I A

NOVA KREDITNA: Moody's Lowers Long-Term Deposit Rating to Caa2


S P A I N

AYT COLATERALES: Fitch Confirms 'BB' Rating on Class B Notes
BANKIA: S&P Lowers Counterparty Credit Rating to 'BB-'
BBVA RMBS: Moody's Cuts Ratings on Two Note Classes to 'Caa3'
IM GRUPO: Moody's Upgrades Rating on Class D Notes to 'B2'
PESCANOVA: Faces High Debt Level; Novapesca Sparks Speculation


T U R K E Y

DOYSAN TARIM: Bankruptcy Office Takes Over Frigo-Pak Stake


U K R A I N E

DTEK HOLDINGS: Fitch Affirms 'B' Long-Term Issuer Default Rating
FINTEST TRADING: Moody's Assigns 'B3' CFR; Outlook Negative
* UKRAINE: Extends Moratorium on Bankruptcy of Coal Mines


U N I T E D   K I N G D O M

BUSINESS MORTGAGE: Fitch Cuts Ratings on Two Tranches to 'CCsf'
FINE WINE: London High Court Bans Directors For 24 Years
LA MARGHERITA: Restaurant in Liquidation; Sale Talks Ongoing
SPIRIT DEVIZES: Fashion Firm Goes Into Liquidation
WORLDPAY: Moody's Puts 'Ba3' CFR Under Review for Downgrade

* UK: Fitch Puts 32 Tranches of SF Transactions on Watch Negative


X X X X X X X X

* EUROPE: Moody's Sees Auto ABS Market Defaults in 3 Countries


                            *********


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


BANK OF CYPRUS: Chairman Submits Resignation Letter
---------------------------------------------------
Michele Kambas at Reuters reports that Andreas Artemis, the
chairman of Bank of Cyprus, has submitted his resignation.

According to Reuters, a source at the bank said Mr. Artemis sent
a resignation letter yesterday which will be examined by the
Board of Directors.  The source said that the board was scheduled
to convene yesterday afternoon, Reuters relates.

Bank of Cyprus is a major Cypriot financial institution.  In
terms of market capitalization of 350 million in March 2013, it
is the country's biggest bank.  As of September 2012, the bank
held a 26.7% share of the Cypriot deposit market and a 22.5%
share of the Cypriot loan market, making it the largest bank in
Cyprus.  The Bank of Cyprus Group employs 11,326 staff worldwide.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on March 26,
2013, Moody's Investors Service downgraded to Caa3, from Caa2,
the deposit and senior unsecured debt ratings of Bank of Cyprus
Public Company Limited.  These ratings have also been placed on
review for downgrade.  At the same time, Moody's affirmed the
Bank Financial Strength Rating (BFSRs) of Bank of Cyprus at E.
It lowered the standalone credit assessment for Bank of Cyprus to
ca from caa3.


* CYPRUS: To Limit Cash Withdrawals; Depositors to Take 40% Hit
---------------------------------------------------------------
BBC News reports that Cyprus finance ministers are planning to
impose a weekly limit on cash withdrawals.

According to BBC, Newsnight economics editor Paul Mason said the
country's draft capital controls include export limits on euros
and a ban on cashing checks.  In addition, fixed-term deposits
will have to be held until maturity, BBC discloses.

Cyprus's finance minister, Michalis Sarris, earlier confirmed
that depositors with more than EUR100,000 could see 40% of their
funds converted into bank shares, BBC relates.

BBC relates that Mr. Sarris also said Cypriot depositors with
less than 100,000 euros in their accounts "will not be hit".

"The exact percentage is not . . . yet decided but it is going to
be significant," he told the BBC.

Mr. Sarris, as cited by BBC, said that the final size of the loss
faced by investors will depend on how the government decides to
protect pensions.  According to BBC, he said that these
restrictions would "probably be a bit stricter" on the country's
two largest banks, Bank of Cyprus and Laiki, and would remain in
place until the banking system "stabilizes".


* CYPRUS: Banks to Stay Shut Until Tomorrow
-------------------------------------------
Josephine Moulds, Helena Smith, Ian Traynor, Miriam Elder and
Jill Treanor at The Guardian report that banks in Cyprus will
remain closed at least until Thursday and will then be subject to
strict controls to prevent a bank run in the wake of the island's
EUR10 billion (GBP8.5 billion) bailout.

According to the Guardian, all but the country's two biggest
banks were slated to open on Tuesday, but the central bank now
says all lenders will remain closed to ensure the banking system
functions "smoothly".  Asked whether Cyprus's banks will reopen
on Thursday, Cyprus's finance minister Michalis Sarris, as cited
by the Guardian, said: "Yes, I think they will."

Speaking on Radio 4's Today Programme, Mr. Sarris said capital
controls will be imposed on Cyprus "for several weeks",
restricting the flow of money around the system, the Guardian
relates.

The freezing of the Cypriot banking system follows an
international rescue deal that involves restructuring the
country's two largest lenders, with heavy losses for wealthy
savers, the Guardian notes.  President Nicos Anastasiades
acknowledged on Monday that the country had come "a breath away
from economic collapse" before its last-minute bailout, the
Guardian discloses.

This involved an agreement to radically restructure the country's
largest lender, the Bank of Cyprus, and shut down its second
largest bank, Laiki, in return for a EUR10 billion bailout from
the European Union, the European Central Bank and the
International Monetary Fund, the Guardian states.


* CYPRUS: Fitch Examines Crisis Impact on EMEA Corporates
---------------------------------------------------------
Fitch Ratings says that the events surrounding Cyprus's current
crisis have not led to any rating actions on EMEA Corporates. "We
are alert, however, to the precedent this may set for further
forms of capital controls within the eurozone, and will be
reviewing our approach to corporate/sovereign linkage in that
light. Our current approach reserves the strongest insulation for
multinational corporates with well-diversified operational cash
flows and treasury management, a position which should remain
robust in a single country stress of this nature," Fitch says.

-- On Cyprus
Cyprus itself does not host any Fitch-rated corporates with
material local operations. Cyprus-registered companies relevant
to Fitch's rated corporate portfolio are limited to holding
companies for Ukranian and Russian groups benefiting from the
European country's tax haven status. Often a dividend-receiving
holding company higher up the group structure, these entities are
less relevant to Fitch's analysis, unless it is the main issuer
or guarantor of the group's rated debt. A list of the main
companies with relevant Cyprus-registered companies is below.

-- Current Developments: Cash Deposits
Based on company feedback to Fitch, virtually all issuers with
Cyprus-linked entities relevant to Fitch's EMEA corporate
portfolio have minimal amounts of cash located with Cypriot banks
and will not be detrimentally affected by a "full contribution"
or bail-in from large cash deposits. Perhaps surprisingly, some
of these holding companies do not even have a Cypriot bank
account, but transact money using international banks in their
respective offshore financial centers. Even where the issuer does
maintain a Cypriot-based account, in many cases, as normal
treasury policy, the tax haven holding company does not route
cash through Cyprus's borders.

-- Scenario: Foreign Currency Capital Controls
For international companies, not routing cash through Cyprus
alleviates pressure on ratings should a further adverse scenario
evolve of Cyprus introducing a new currency with accompanying
draconian foreign currency capital controls. Whilst this is not
Fitch's base case, under this scenario companies with substantial
cash deposits in Cyprus would clearly be further affected, beyond
the currently projected deposit losses, depending on the scope
and effectiveness of the currency capital controls. Practically,
at the outset, companies' euro deposits would also most likely
suffer significant losses from the redenomination into a new and
devalued domestic currency.

In addition to lower cash resources locally and withdrawal
restrictions, if maintained for a period of time, currency
capital controls might require Cypriot companies to seek central
bank permission to make euro-denominated payments sourced from
Cyprus's domain. For those cases with the majority of their cash
resources located in Cyprus (again, none of which would be among
Fitch's current rated portfolio), this would seriously disrupt
payment schedules on a company's overseas debt.

Worse still, if the currency capital controls replicated Russia's
in 1998 when domestic companies were told to repatriate their
foreign currency deposits, this would be adverse for local
companies' foreign creditors.

"We do not currently see similar pressure affecting the Cypriot
holding companies which already transact money through offshore
accounts and jurisdictions, and, for Fitch-rated entities, whose
cash-generating operations are not on Cypriot soil," Fitch says.

Under Fitch's criteria, a Cypriot-domiciled holding company which
transmits cash offshore from its Russian or Ukrainian cash-
generating assets, are factors that would typically enable it to
be rated above a distressed Country Ceiling.

-- Scenario: An Opportunistic Stance
Again, whilst not Fitch's base case, for a Cypriot-registered
company subject to new national laws including a new currency,
opportunistic management could theoretically question if bond
documentation required the company to repay its euro-denominated
debt and whether international law (if applicable) would support
foreign bondholders in enforcing such repayment. Documentary
obstacles aside, Fitch does not believe that any of its rated
corporates would regard such an opportunity as representing any
form of realistic incentive for sustainable, non-Cypriot going
concern entities to evade debt obligations in the current
climate.

-- The Next Chapter
"Our corporate eurozone analytical tool kit has included a number
of eurozone shock cases, peripheral liquidity analyses, rating
reactions to Fitch's six eurozone alternative sovereign
scenarios, how far corporate ratings are detached from their
downgraded eurozone sovereigns, redenomination risk, a single
country exit scenario, and now cash deposit bail-ins in tax
havens," Fitch states.

The greatest threat to emerge from the Cyprus crisis for rated
EMEA corporates is the precedent of deposit withdrawal controls,
which have thus far exceeded the disruption previously seen in
Greece. Fitch will be monitoring the context in which these
controls are ultimately positioned by eurozone policymakers over
the coming weeks to see whether any tightening of our current
guidance on corporate and sovereign delinkage may be required.

-- Fitch-rated Corporates with Linkages to Cyprus-registered
Entities
Fitch stresses that no rating impact is currently expected from
Cypriot domiciled entities for the following Fitch-rated
companies. None of the companies has material Cyprus-based
operational activity, none has reported to Fitch upon enquiry
that it has material cash balances in the country.

--Main Related Affected Corporates
Eurasia Drilling Company Limited (EDC, Long-term foreign currency
IDR 'BB'/Stable)
The rated parent, EDC, has intermediate holding companies
domiciled in Cyprus yet no significant operations in that
country. The company has informed Fitch that these entities
typically have no significant cash balances in Cyprus. Currently,
EDC has about USD70m at its accounts with a branch of Barclays
Bank Plc in Cyprus which are not accessible. The group's oil
drilling operations are mainly based in Russia and are unaffected
by events in Cyprus. Fitch does not expect to change the ratings
of EDC even if this amount proves to be not accessible to the
group for a longer period of time.

DTEK Holdings B.V. (DTEK, Long-term foreign currency IDR
'B'/Stable)
A Ukranian integrated power company, DTEK has an intermediary
holding company and a trading company domiciled in Cyprus. Most
operations for these entities are transacted through
international banks outside of Cyprus. Therefore, DTEK maintains
insignificant cash balances and has had minimal transactions
through Cyprus or accounts with Cypriot banks abroad.

Interpipe Limited (Long-term foreign currency IDR 'B-'/Stable)
Interpipe Limited (Cyprus) is the rated issuer with debt
outstanding and is registered in Cyprus with steel operations in
Ukraine. The company has confirmed that it has no Cypriot bank
accounts and funds are routed offshore.

- Agroton Public Limited
   (Long-term foreign currency IDR 'B-'/Stable)
Agroton is domiciled in Cyprus and issuer of the group's USD bond
(with sureties from Ukraine operating subsidiaries). The company
has informed Fitch that this entity has bank accounts in Cyprus
with some cash. It uses international banks. The group's
agricultural operations are based in the Ukraine.

- Avangardco Investments Public Limited
   (Long-term foreign currency IDR 'B'/Stable)
The group's holding company, Avangardco IPL, is domiciled in
Cyprus and its debt is guaranteed by group entities. The company
has informed Fitch that Avangardco IPL has no bank accounts in
Cyprus. It uses international banks. The group's egg operations
are based in the Ukraine.

- Ukrlandfarming PLC
   (Long-term foreign currency IDR 'B'/Stable)
Related to Avandgardco, Ukrlandfarming is domiciled in Cyprus and
is the issuer of a USD bond. The company has informed Fitch that
this entity has not used bank accounts in Cyprus. It uses
international banks. The group's agricultural operations are
based in the Ukraine.

- Mriya Agro Holding Public Limited
   (Long-term foreign currency IDR 'B'/Stable)
Although Mriya is domiciled in Cyprus, the company has informed
Fitch that this entity has no deposit bank accounts in Cyprus. It
uses international banks. The Cypriot holding company issues most
of the group's debt, guaranteed by group entities. The group's
agricultural operations are based in the Ukraine.



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


COMPAGNIE GENERALE: Fitch Upgrades Hybrid Bond Rating From 'BB+'
----------------------------------------------------------------
Fitch Ratings has upgraded Compagnie Generale des Etablissements
Michelin's and Compagnie Financiere Michelin's Long-term Issuer
Default Ratings (IDR) and senior unsecured ratings to 'BBB+' from
'BBB'. The Outlooks on the Long-term IDRs are Stable. Fitch has
also affirmed both entities' Short-term IDRs at 'F2' and upgraded
Michelin's hybrid bond rating to 'BBB-' from 'BB+'. CFM is the
group's finance arm and the intermediate holding entity for
Michelin's non-domestic operations.

"The upgrade reflects the group's strong business profile as well
as its relatively stable profitability and free cash flow (FCF),
including during the economic recession and auto industry crisis
in 2008-2009, and our expectation that it is sustainable. In
particular, we believe that solid underlying funds from
operations (FFO) will more than cover ambitious capex earmarked
chiefly to finance growth in emerging markets," Fitch says.

KEY RATING DRIVERS

Defensive End-Markets
Michelin derives the vast majority of its sales from the
relatively more stable and profitable replacement market,
compared with the original equipment business. Fitch expects
growth rates to remain subdued in 2013 in developed markets, but
emerging markets should continue to outperform.

Growing Diversification
Michelin's bold plan to accelerate investment in emerging markets
will enable the company to boost its growth prospects. Geographic
diversification is also compounded by the group's solid market
position in various segments, including passenger cars and light
trucks, commercial vehicles and specialty vehicles.

Raw Materials Exposure
Raw materials constitute a major part of Michelin's cost
structure and the historical high volatility of their prices has
been a significant driver of the group's profitability. A
significant portion of this cost is typically hedged and covered
by raw materials clauses, but such clauses and hedges only
protect for a limited period. While the impact of raw materials
price changes was small in 2012, Fitch believes that prices are
likely to rebound in the future.

Sound Profitability
Operating margins increased further to 11.3% in 2012, from 9.6%
in 2011, driven chiefly by the recovery of the truck business and
the extremely high profitability of the specialty segment.
Earnings have gradually improved as a result of cost-savings
efforts and the positive effect from sustained price and mix,
which offset declining volumes in 2012.

While we believe that all divisions will remain resilient in the
foreseeable future and be supported by the group's
competitiveness plan, we expect some erosion at the specialty
division, although still at a high level. We also believe that a
further decline in new vehicle sales in Europe in 2013 will only
have a limited impact on earnings.

Financial Flexibility
Strong FCF has enabled the group to steadily reduce debt since
the 2009 recession. FFO gross leverage declined to 1.8x at end-
2012 from 2.1x at end-2011 while cash from operations on total
adjusted debt increased to 59% from 22% year on year.

Healthy Liquidity
Liquidity is supported by EUR1.9 billion in cash and equivalents
at end-2012 and undrawn credit lines of EUR1.5 billion largely
covering EUR1.3 billion of current financial debt.

RATING SENSITIVITIES
Positive: An upgrade is unlikely in the foreseeable future as
Michelin has already reached a natural ceiling for the sector.
However, future developments that could lead to positive rating
actions include a material and sustained improvement of the FCF
margin above 5% and a net cash position.

Negative: Future developments that could lead to negative rating
action include sustained erosion of profitability and cash
generation measured notably by operating margins below 10% and
thin FCF margin as well as FFO gross leverage above 1.5x.


KEM ONE: Seek to Avert Receivership
-----------------------------------
According to Bloomberg News' Jim Silver, Le Figaro, citing Kem
One and union delegate Didier Chaix, reported that the company,
controlled by U.S. investor Gary Klesch, was seeking court
approval in Lyon to halt payments, paving the way for it to be
placed in receivership.

The move will affect salaries for 1,300 workers at 5 plants in
France, Bloomberg says.

Klesch Group this month sought EUR310 million in compensation
from Kem One's previous owner, Arkema, saying French chemical
maker didn't provide accurate financial information, Bloomberg
recounts.

KEM ONE specializes in the production of PVC and vinyl profiles
and products, managing the entire life cycle -- from extracting
salt for the production of hydrochloric acid and bleach through
the manufacture of PVC to the formulation of high specification
vinyl compounds.


WINDERMERE XII: Court Decision No Impact on Fitch Ratings
---------------------------------------------------------
Fitch Ratings says that the legal uncertainty regarding the
Windermere XII CMBS transaction is set to continue following the
recent decisions from the Court of Appeal of Versailles with
respect to the Dailly assignment and the Plan put forward by the
borrower, HOLD. However, there is no impact on the ratings as
they already reflect this uncertainty.

With respect to the Dailly assignment, as anticipated by Fitch,
the Court dismissed the borrower's appeal and affirmed the
original decision of the Commercial Court of Paris in 2009 --
namely, that the Dailly assignment is valid and enforceable and
therefore that the rental income was assigned to the lender (the
FCT).

With respect to the Plan, the Court decided against a wholesale
re-drafting, and instead revised certain elements thereof. The
Court pointed out that the Plan must include provision for the
repayment of principal, and thus cannot end before the maturity
date of the loan. To address this, the Court revised the Plan's
scheduled term to end on July 20, 2014, after the loan's
scheduled maturity on July 10, 2014. Moreover, it determined that
quarterly interest continues to be due and payable. It is not yet
clear what costs will be associated with the Plan, and the impact
they will have on the securitization.

In addition, the new ruling confirmed the inalienability of the
Coeur Defense asset until 1 September 2013, after which a sale of
the asset by HOLD can proceed. It is not yet clear to Fitch what
control noteholders and their representatives will have over any
sales process thereafter.

Fitch understands that parties could decide to appeal either or
both rulings, prolonging the legal uncertainty surrounding the
transaction. Fitch will continue to monitor developments.


* FRANCE: Moody's Sees More Challenges Ahead for Banking Sector
---------------------------------------------------------------
The outlook for France's banking system remains negative, says
Moody's Investors Service in a new report entitled "Banking
System Outlook: France", and reflects the rating agency's
expectation that French banks will continue to face difficult
operating conditions in 2013, amidst recessionary trends in
Europe.

The negative outlook also captures the banks' significant
reliance on wholesale funds and certain downside risks to asset
quality, although the rating agency recognizes the meaningful
progress that the banks have achieved through their adaptation
plans.

Moody's says that significant reliance on wholesale funds remains
a structural feature of the French banking system that is
unlikely to change in the near term, despite substantial
improvements at the four largest groups' -- BNP Paribas, Credit
Agricole, Societe Generale and BPCE. These groups managed to
increase customer deposits by 3% between 30 September 2011 and
year-end 2012, while reducing their loan book by 6%. As a
consequence, liquidity reserves were significantly enhanced and
wholesale funds decreased by 7% over the same period. However,
Moody's says that wholesale funds at the four largest groups
still accounted for 35% of total cash balance sheets at year-end
2012, in the upper range amongst peers.

In addition, Moody's says that the continued economic weakness
will progressively impair the performance of banks' loan
portfolios. Moody's notes that the banks achieved a degree of de-
risking in recent quarters, notably by significantly reducing
their exposure to peripheral euro area countries. However, French
banks' exposures to Italy and Spain, mainly through local
subsidiaries and accounting for 5% of total assets, remain a tail
risk for the system.

Lastly, despite negative pressures on underlying profitability
stemming from recessionary trends, the rating agency expects that
the banking system's overall net income will rebound from the
2012 level, which has been impacted by elevated non-recurring
charges.



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


BANCA MONTE: Expects to Post Second Straight Loss Despite Bailout
-----------------------------------------------------------------
Sonia Sirletti and Francesca Cinelli at Bloomberg News report
that Banca Monte dei Paschi di Siena's EUR4.07 billion (US$5.2
billion) state rescue won't resolve the troubles of Italy's
third-largest bank, which is poised to report a second straight
loss on soaring bad-loan provisions.

The world's oldest bank may post a 2012 net loss of EUR2.33
billion (US$3.03 billion) when it publishes results tomorrow,
based on the mean estimate of 10 analysts surveyed by Bloomberg.
According to Bloomberg, analysts' estimates show that the Siena-
based lender had a EUR4.69 billion loss in 2011, and will
probably be unprofitable in 2013 as well.

Italy's economy remains mired in its longest recession in two
decades and a month-old political impasse threatens to increase
sovereign-debt yields and bank funding costs, Bloomberg
discloses.  The lender's outlook is further complicated by probes
into the actions of former managers after derivatives were used
to hide losses, Bloomberg notes.

While the bailout will replenish capital, "concerns on low
profitability, poor credit quality and high exposure to the
country's sovereign debt remain," Bloomberg quotes Wolfram
Mrowetz, the chairman of Alisei Sim, a Milan-based brokerage, as
saying.  "There are too many structural issues still to address."

The survey of analysts found that Monte Paschi may report a 43%
jump in bad-loan provisions to EUR666 million in the last three
months of 2012 from a year earlier, Bloomberg discloses.  The
bank's fourth-quarter loss probably amounted to EUR761 million,
Bloomberg states.

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Feb. 04,
2013, Standard & Poor's Ratings Services said that it lowered its
long-term counterparty credit rating on Italy-based Banca Monte
dei Paschi di Siena SpA (MPS) to 'BB' from 'BB+'. S&P also
lowered its rating on MPS' Lower Tier 2 subordinated notes to
'CCC+' from 'B-'.  These ratings remain on CreditWatch,
where S&P originally placed them with negative implications on
Dec. 5, 2012.  S&P lowered the ratings on MPS' junior
subordinated debt to 'CCC' from 'CCC+' and on its preferred stock
to 'CCC-' from 'CCC'.  S&P also placed these ratings on
CreditWatch with negative implications.  S&P affirmed its 'B'
short-term counterparty credit rating on the bank.  The downgrade
follows MPS' recent announcement related to the investigation of
potential losses on three structured transactions.


* ITALY: Moody's Notes Dip in ABS Performance in January
--------------------------------------------------------
The performance of the Italian leasing asset-backed securities
market deteriorated slightly in January 2013, according to the
latest index report published by Moody's Investors Service.

Moody's cumulative default index (as a percentage of original
balance plus cumulated replenishments) rose to 5.9% in January
2013 from 5.4% a year earlier.

Moody's notes a more deteriorating trend in the total
delinquencies index, as of current pool balance, with an increase
to 6.3% in January 2013 compared with 5.1% a year earlier.

The average constant prepayment rate rose in January 2013 to
1.83% compared with 1.5% in January 2012.The increase may be
attributed to contracts that have been purchased back by the
Originator. Prepayments are structurally low in

Italian leasing ABS as leasing contracts typically do not provide
the right for borrowers to prepay.

Moody's expects that Italian GDP will contract by 1% in 2013 (see
"Credit Opinion: Government of Italy", February 2013), which will
likely drive up leases in arrears.

On December 18, 2012, Moody's revised its assumptions for all
Italian ABS leasing transactions. In most cases, the new loss
assumptions have had no affect on ratings because of sufficient
credit enhancement levels. However, Moody's took individual
rating actions between December 10-11, 2012 on a small number of
transactions with insufficient credit enhancement (Italfinance
Securitisaton Vehicle S.r.l (ITA8), Italfinance Securitisation
Vehicle 2 S.r.l. (ITA 9), Leasimpresa Finance S.r.l. (LF 2), F-E
Gold S.r.l., Locat SV S.r.l. - Serie 2006 (LSV4) and Vela Lease
S.r.l.)

On March 13, 2013, Moody's placed on review for downgrade the
Class C notes issued by A-Leasing Finance S.r.l. because of
potentially insufficient credit enhancement. This action brought
to 16 the number of tranches currently on review for downgrade in
the Italian leasing market.

As of January 2013, the Italian leasing ABS total outstanding
pool balance was EUR11.5 billion compared with EUR14.3 billion a
year earlier. The limited number of new deals in 2012, with only
one in July 2012 (Salina Leasing S.r.l.), and the further
amortization of the 26 existing transactions explain this
decrease.

As of January 2013, 3 out of 26 outstanding transactions reported
an unpaid principal deficiency (Locat SV S.r.l. - Serie 2006
(LSV4), Locat SV S.r.l. -- Serie 2006 and Zephyros Finance
S.r.l.).

The rating agency has made available additional information
regarding the number of outstanding deals, the number of
outstanding rated tranches, the average pool factor and the
average of Moody's performance expectations in the summary sheet
of the Italian leasing index report.



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


COSAN LUXEMBOURG: Moody's Rates BRL850MM Senior Notes Issue 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 foreign currency rating
to Cosan Luxembourg's issuance of BRL850 million 5-year senior
unsecured notes. The Ba2/A1.br Corporate Family rating and Ba2
existing senior notes rating are unaffected by this action. The
ratings outlook is stable.

The proposed notes will be unconditionally guaranteed by Cosan
S.A. Proceeds will be used to repay part of the company's BRL3.3
billion debentures, used to fund the Comgas acquisition.

Ratings Rationale:

Cosan's Ba2 ratings reflect primarily the company's diversified
portfolio of businesses, including the entire sugar-ethanol
chain, fuel and lubes distribution, land management, and
commodities transportation and logistics in Brazil. The
acquisition of a 60.1% in gas distributor Comgas (Baa3 Stable),
concluded on November 5th, will further diversify the company's
earnings stream and translate into a more stable cash source over
the long-term. Moreover, Moody's expects Raizen and Comgas to
distribute a significant amount of dividends over the next
several years, which will represent the bulk of the company's
cash generation.

Constraining the ratings is Cosan's acquisitive profile, which
includes, in addition to Comgas, the potential acquisition of a
5.67% stake in ALL (Ba3/Stable) amounting to BRL 897 million.
Comgas transaction pressured Cosan's credit metrics in the short-
term, leading to an increase in pro-forma adjusted gross leverage
(including Comgas but excluding Raizen) to about 5.0x in December
2012, . Moreover, Moody's views execution risks related to the
integration of such different operations to be high and could
impact financial performance and reduce management focus.

Moody's considers Cosan's current liquidity as adequate. Its
reported cash position of BRL2.3 billion as of December 2012 is
sufficient to cover short term debt by about 1.3x. With the
incorporation of Comgas, Cosan's capital expenditures would
increase by about BRL600 million to BRL3.3 to BRL3.5 billion per
year by Moody's estimates. In Moody's view, this could reduce
liquidity in the case of a lower than expected dividend stream.
Moreover, Cosan's liquidity commitment in the joint up to US$500
million committed facility with Shell to Raizen in case of
emergency financial needs, may be an additional call on Cosan's
liquidity. Although not likely, given Raizen's strong credit
profile, Moody's estimates that Cosan could have a cash
disbursement of at least BRL300 million as a result of this
commitment.

Cosan's notes may be subject to structural subordination
depending on the future debt and guarantee structure at its
subsidiaries and could be notched down from the CFR.

The stable outlook reflect Moody's view that Cosan will be able
to fund future capital investments with cash generation and also
from the dividends inflow from Raizen and Comgas, thus being able
to maintain leverage below 3.5x over time and profitability near
current levels. It also considers that the company will conduct
any future acquisition plans in a prudent manner, in order not to
impact its current credit metrics.

The ratings could be upgraded if Cosan proves able to integrate
its recent acquisitions, while preserving cash generation and
current credit metrics. Quantitatively, that would be the case if
leverage approaches 3.0x, CFO/Net Debt above 35% and
EBITA/interest expense higher than 4.0x.

A downgrade could result from a deterioration in liquidity and
also from the inability of keeping operating margins near current
levels. More specifically, the ratings could be downgraded if
total adjusted debt to EBITDA is sustained above 4.0x, CFO/Net
Debt less than 20% and EBITA/ interest expense below 3.5x. A
large debt funded acquisition could also put downward pressure on
the rating.

The principal methodology used in this rating was the Global Food
- Protein and Agriculture Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Sao Paulo, Cosan S.A. Industria e Comercio, is a
conglomerate with businesses in the sugar & ethanol space, fuel
and gas distribution, land management of agricultural properties,
logistics and production and commercialization of lubes. For the
LTM period ended in December, 2012 the company posted net sales
of BRL 27.3 billion and adjusted EBITDA margin of 12.7%.

The company's largest assets are Raizen (50% stake) and Comgas
(60% stake). Raizen (Baa3 Stable), formed through a 50-50 JV with
Shell, is globally one of the leading players in the growing of
sugar and ethanol business, with an installed crushing capacity
of 65 million tons of sugarcane, and domestically the third
largest fuel distributor, with 4,700 service stations principally
under the Shell brand. Comgas (Baa3 Stable) is the largest
distributor of natural gas in Brazil, with a concession area that
covers 27% of country's GDP. Since Comgas' acquisition was closed
in November, 2012 only two months of financials were so far
consolidated into Cosan's results. Cosan also produces and
distributes lubes and base oils under the Mobil brand; has a 75%
stake in Rumo, a leading logistics provider for the
transportation and loading of sugar and has a 37.7% stake in
Radar, a land management company with various interests in
agricultural properties. The acquisition of a 5.7% stake in ALL,
a provider of rail and trucking logistics services with six
concessions in Brazil and Argentina, is still pending.


MELCHIOR CDO: Fitch Affirms 'Csf' Ratings on Four Note Classes
--------------------------------------------------------------
Fitch Ratings has affirmed Melchior CDO I S.A.'s (Melchior CDO I)
notes, as follows.

EUR7.7m Class C-1 (XS0132606301): affirmed at 'Csf'; RE10%

EUR15.3m Class C-2 (XS0132607291): affirmed at 'Csf'; RE10%

EUR23.2m Class D (XS0132607887): affirmed at 'Csf'; RE0%

EUR5.3m Combination Notes (XS0132620120): affirmed at 'Csf'; RE0%

KEY RATING DRIVERS

The affirmations reflect the inevitability of default on the
notes as the total assets represent only 19% of the outstanding
balance of the class C-1 through D notes.

There are four non-defaulted assets in the outstanding pool,
three of which are long dated and will have to be liquidated
before the transaction's legal final date in August 2013.
Therefore, the potential recoveries on the notes are subject to
market risk.

RATING SENSITIVITIES

Given the current ratings of the notes, sensitivity analysis will
not have any detrimental impact on the ratings.


TAKKO LUXEMBOURG: S&P Lowers Rating on Sr. Sec. Notes to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue
rating on the senior secured notes issued by Takko Luxembourg 2
S.C.A. (Takko 2) to 'B-' from 'B'.  Takko Luxembourg 2 is the
subsidiary of Salsa Retail Holding Debtco 1 S.a.r.l (Takko),
which in turn is the ultimate parent of Germany-based value
apparel retailer Takko Fashion.  At the same time, S&P revised
the recovery rating on Takko's senior secured notes downward to
'5' from '4'.  The recovery rating of '5' indicates S&P's
expectation of modest (10%-30%) recovery prospects in the event
of a payment
default.

In addition, S&P withdraw its issue and recovery ratings on the
proposed unsecured notes, which were not issued under the revised
capital structure.

The downgrade of the issue rating and downward revision of the
recovery rating reflects that Takko upsized the senior secured
note issuance to EUR525 million from EUR450 million.  S&P
therefore envisage lower recovery prospects for the senior
secured noteholders, due to a lower stressed enterprise value to
be shared among a larger amount of senior secured debt.

A capital injection of EUR100 million of equity from Apax funds
will reduce leverage by about 0.5x to 8.5x (6.2x excluding
preferred equity certificates).  S&P views this as a strong
commitment from Apax after a EUR60 million additional capital
injection in the spring of 2012.  However, Takko remains "highly
leveraged" in S&P's view.

                        RECOVERY ANALYSIS

S&P's issue and recovery ratings on the senior secured notes
reflect the substantial amount of super senior debt ranking ahead
of the notes and the total size of the senior secured debt
issuance.  The super senior debt comprises EUR275 million in
revolving credit and letter-of-credit facilities.  That said, S&P
views the security package provided to the senior secured lenders
as fairly comprehensive, including pledges over group companies,
accounts receivables, and assets.  However, S&P notes that the
company has a limited tangible asset base.

S&P's hypothetical default scenario envisages a default in 2016
due to a weak macroeconomic environment resulting in reduced
discretionary spending and pressure on revenues.  S&P assumes
this would coincide with inflated sourcing costs that the group
could not pass on to customers, leading to lower margins.

S&P values Takko as a going concern, reflecting S&P's view of the
group's resilient business model, position as a retailer of value
fashion apparel, and limited fixed asset base.  S&P has revised
the severity of its stress on Takko in light of the lower fixed
charges due to reduced cash interest on the transaction.  This
results in a stressed EBITDA of about EUR80 million and a
stressed enterprise value of EUR450 million at our hypothetical
point of default.

After deducting enforcement costs of about EUR25 million and
priority debt of about EUR40 million--mainly comprising finance
leasing liabilities and prepetition interest-- S&P arrives at a
net stressed enterprise value of about EUR385 million.  S&P
assumes that the revolving credit and letter-of-credit facilities
are fully drawn at default, equating to EUR285 million of super
senior debt outstanding, including about EUR10 million of
prepetition interest.  S&P envisage EUR550 million of senior
secured debt, including six months of prepetition interest,
outstanding at S&P's hypothetical point of default.

In view of the intensely competitive nature of the retail
segment, and the closure of a number of high-profile retailers
during the recent recession, liquidation could also be a possible
post-default outcome.  While this is not S&P's central rating
scenario for Takko, S&P believes that recovery prospects could be
materially lower under liquidation than under a going-concern
sale, as a result of Takko's very limited tangible asset base.

RATINGS LIST

Downgraded
                                        To                 From
Takko Luxembourg 2 S.C.A.
Senior Secured*                        B-                 B
   Recovery Rating                      5                  4

Ratings Withdrawn
                                        To                 From
Takko Luxembourg 1 S.C.A.
Subordinated*                          NR                 CCC+
  Recovery Rating                       NR                 6

*Guaranteed by Salsa Retail Holding Debtco 1 S.a.r.l.



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


SC VEENDAM: Declared Bankrupt After Failed Rescue Plan
------------------------------------------------------
ZeeNews reports that SC Veendam was declared bankrupt.

According to ZeeNews, Veendam suffered from financial problems
for a while and asked for a moratorium two weeks ago.  An attempt
for a final rescue plan failed, as the club was not able to
collect over EUR1 million (US$1.3 million) to pay its debts and
survive, ZeeNews notes.

After an eight-day appeal period the club will be officially
declared bankrupt and all results of Veendam in the Jupiler
League will be deleted, ZeeNews discloses.

Veendam was founded in 1894 and are playing professional football
since 1954.  It is currently tenth in the second Dutch league.



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


CENTRAL EUROPEAN: Receives NASDAQ Staff Determination Letter
------------------------------------------------------------
Central European Distribution Corporation on March 22 disclosed
that on March 20, 2013, it received a Staff Determination letter
from the Listing Qualifications Department of The NASDAQ Stock
Market LLC stating that CEDC was not in compliance with Listing
Rules 5250(c) which requires CEDC to file its Annual Report on
Form 10-K for the period ended December 31, 2012.  As a result,
Nasdaq staff have stated that this serves as an additional basis
to delist CEDC securities from the NASDAQ Stock Market to that
announced by CEDC on its Current Report on Form 8-K filed with
the United States Securities and Exchange Commission on January
7, 2013 and that the Nasdaq Hearings Panel will consider this
matter in rendering a determination regarding CEDC's continued
listing on the Nasdaq Global Select Market.  If CEDC wishes to
request a stay to delisting beyond the hearing currently
scheduled for March 28, 2013, it must make the request no later
than March 27, 2013, together with an explanation of why an
extended stay is appropriate.  CEDC intends to request a stay to
delisting.  The letter also stated that the Nasdaq staff do not
believe that any further stay is warranted because CEDC is in
default of its 3% convertible notes due 2013 and is actively
soliciting the note holders to vote in favor of a plan of
reorganization through a filing for protection under Chapter 11
of the U.S. Bankruptcy Code.  The NASDAQ Staff Determination
letter has no immediate effect on the listing or trading of
CEDC's common stock on the NASDAQ Global Select Market.

                            About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z.o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

The Company's balance sheet at Sept. 30, 2012, showed
US$1.98 billion in total assets, US$1.73 billion in total
liabilities, US$29.44 million in temporary equity, and US$210.78
million in total stockholders' equity.

Mark Kaufman and the A1 Investment Company announced in March
2013 that they are offering to sponsor a chapter 11 plan of
reorganization for CEDC.  In a letter to members of the Board of
CEDC, A1 and Dr. Kaufman proposed to invest up to US$225 million
in the restructuring of CEDC in exchange for 85% of the equity of
the reorganized CEDC.

At the end of February 2013, Roust Trading Ltd. and certain
holders of senior secured notes announced a term sheet for a
proposed restructuring for CEDC where Roust Trading would provide
a new US$172 million cash investment.



=============
R O M A N I A
=============


OLTCHIM: Appoints Talpasanu as General Manager
----------------------------------------------
romania-insider.com reports that Romania's insolvent chemical
producer Oltchim has appointed Mihail Talpasanu as the new
general manager.  Mr. Talpasanu replaced former manager Mihai
Balan, whose mandate ended on March 15.

Oltchim is a Romanian state-owned chemical plant.

A court in the southwestern Romanian county of Valcea declared
the company insolvent on Jan. 30, 2013.  The court appointed a
consortium made up of Rominsolv SPRL and BDO Business
Restructuring SPRL as its temporary administrator.  The state-
controlled company filed for insolvency on Jan. 24, 2013.


* ROMANIA: Micro-Enterprises Insolvency Up 14.5% in Two Years
-------------------------------------------------------------
Business Review reports that a study carried out credit insurer
Coface revealed that the number of micro-enterprises that became
insolvent in the last two years grew by 14.5%, against an overall
increase of 10% for all companies, while the share of small
business in total insolvencies reached 85%.

Coface added that only 25% of the Romanian enterprises run a
small insolvency risk, Business Review relates.  It has analyzed
over 23,000 microenterprises with a combined turnover of
EUR12.3 billion in 2012 - half of the total turnover of micro-
enterprises, the report notes.

According to Business Reviews, the micro-enterprises have been
the worst performers in the past year, being the only sector with
a negative capitalization.  The small firms have a debt level of
99% and register a loss rate of 4.5%.

The report states that micro-enterprises that filed for
insolvency in 2012 had an average turnover of EUR47,125 and a
debt level of 132%.  Their receivables collection rate reaches
225 days.

The sectors most vulnerable to insolvencies are in the mining and
metallurgical sectors, as well as in the foods and drinks
industry. The safest are in IT, healthcare and enterprise
services, Business Review adds.



===========
S E R B I A
===========


RAZVOJNA BANKA: To Close on April 8; Gov't to Transfer Assets
-------------------------------------------------------------
Aleksandar Vasovic at Reuters reports that troubled Serbian bank
Razvojna Banka Vojvodine (RVB) will cease to exist next month,
after it transfers its assets, clients and loans to another bank
and loans to a special fund.

In January, the government of Serbia's northern Vojvodina
province which owns 62% stake in the bank and Belgrade agreed to
transfer RVB's deposits and clients to another bank, Reuters
recounts.  Its loans will be deposited to a fund in which
Vojvodina will own 78.11%, while the central government will
control the remainder, Reuters says.

According to Reuters, the bank's net loss rose to RSD7.9 billion
(US$90.3 million) in the third quarter of 2012, up from RSD163.6
million a year earlier.  RVB's capital stood at RSD11.3 billion
in Q3 of 2012, while its assets were at RSD7.7 billion, Reuters
discloses.

"The bank will cease to exist on April 8 . . . after the
completion of transfer of its capital to another bank on April 6
and 7," Reuters quotes Zoran Radoman, Vojvodina'c Secretary for
Finance, as saying in a TV broadcast.  He did not specify which
bank would take over RVB's assets, Reuters notes.

The closure of RVB also comes two days after Serbian police
detained three of its former officials on suspicion of extending
loans without adequate insurance, Reuters relates.

The January agreement envisages the transfer of nearly EUR110
million (US$142 million) in insured deposits and close to EUR100
million in uninsured deposits, owned by about 80,000 clients of
the RBV, according to Reuters.

The uninsured deposits will be secured with a EUR70 million in
five-year bonds, issued by the provincial government and the
central government, says.



===============
S L O V E N I A
===============


NOVA KREDITNA: Moody's Lowers Long-Term Deposit Rating to Caa2
--------------------------------------------------------------
Moody's Investors Service downgraded Nova Kreditna banka
Maribor's long-term deposit rating to Caa2 from B3, with a
negative outlook. The junior subordinate ratings were downgraded
to C(hyb) from Caa3(hyb).

Concurrently, NKBM's standalone E bank financial strength rating
has been affirmed. However, Moody's has lowered the bank's
baseline credit assessment to caa3 from caa1 within E standalone
BFSR.

The downgrades were prompted by Moody's assessment that NKBM's
credit profile has been further weakened by (i) the necessity of
a further capital injection to maintain capital adequacy above
the European Banking Authority's (EBA) regulatory guidelines; ii)
sizeable provisioning needs undermining its already weak capital
base; and iii) the expectation of further deterioration in asset
quality given the weak economic trends and difficulties in
Slovenia's highly-leveraged corporate sector.

Ratings Rationale:

Moody's says that the lowering of the Slovenian bank's BCA to
caa3 from caa1 primarily reflects the high likelihood that the
bank will need to resort to external capital assistance, or
deleveraging further, in order to remain above regulatory minimum
capital guidelines.

The bank announced large losses of EUR 206 million for 2012 which
have reduced its capital below the EBA minimum regulatory
requirement, despite the fact that the bank managed to raise some
capital by divesting its insurance subsidiary and by attracting a
capital injection of EUR100 million from the Republic of Slovenia
in 2012.

As a result, without external capital injection to support its
Tier 1 capital ratio of 8.17% as at end-2012, the bank will be
challenged to maintain its market shares and resume normal
lending activities. In addition, Moody's expects NKBM to remain
loss making in 2013, in line with other rated Slovenian peers.

The bank's asset quality deteriorated considerably in 2012, with
non-performing loans reaching 28% of total loans as at end-2012
from 19% the year before. Similarly to Slovenian peers, most of
the asset quality deterioration was due to highly leveraged
corporate loan exposures. Moody's notes that corporate
indebtedness remains high in Slovenia and is unlikely to improve
markedly in the current year, and that this has contributed to
the rapid decline in asset quality for the bank.

Moody's however notes that the bank's loan concentration is lower
compared with its rated Slovenian peers. In addition, NKBM's
liquidity and funding profile is more favorable with limited
refinancing risk in 2013. This explains the one notch
differential in the BCAs of NKBM and the other rated Slovenian
banks.

Moody's says that it continues to incorporate a notch of uplift
in the bank's supported long-term deposit rating of Caa2. This is
based on its assessment of a moderate probability of systemic
support in the event of need and the evidence of the capital
injection made by the Slovenian government in December 2012.
However, at the same time Moody's takes into account constraints
on the government's fiscal position and its capacity to provide
systemic support to several of the country's leading banks, which
are experiencing similar problems with their asset quality and
capital. This assessment drives the negative outlook on the
bank's long-term deposit rating.

The bank's subordinate and junior subordinate ratings were
notched off from the bank's BCA and therefore have been
downgraded to C (hyb), the lowest rating category.

What Could Move The Ratings Up/Down

Given the recent multi-notch downgrade of the ratings (and the
negative outlook), upwards pressure is unlikely to develop in the
near term. However, in the medium term, upwards pressure on the
ratings could materialize if NKBM (i) brings its capital buffers
to comfortable and sustainable levels to support its franchise
and lending operations; (ii) reverses the declining asset-quality
trends; and (iii) returns to profitability.

At the current very low level of the standalone ratings of caa3,
Moody's expects further downwards pressure to be limited, unless
the bank experiences problems with its liquidity. On the deposit
ratings however, downwards pressure on NKBM's debt ratings could
be triggered by rising uncertainty regarding the likelihood of
systemic support with the recapitalization of the bank or
widening the expectation of potential losses on these
instruments.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.



=========
S P A I N
=========


AYT COLATERALES: Fitch Confirms 'BB' Rating on Class B Notes
------------------------------------------------------------
Fitch Ratings has confirmed AyT Colaterales Global Hipotecario
BBK I and II.

The confirmations solely address the recent restructure of the
transaction, which includes: the switch to fixed rate note
payments from current floating interest rate, the removal of the
basis swaps, with termination fees waived by swap counterparties,
and the subsequent increase in the reserve funds. The tranches
remain on Rating Watch Negative (RWN) while Fitch analyzes the
effect of the revised criteria assumptions on Spanish residential
mortgage portfolios.

The changes to the structures have resulted in the class A notes
being fixed at 1.17% from six-month Euribor (in AyT CGH BBK I),
while the rates paid on AyT CGH BBK II's class A and B notes will
be 1.3% and 1.6%, respectively, per annum.

KEY RATING DRIVERS

- Removal of Swap Not Material:
The removal of the swap has exposed both transactions to the
interest rate volatility of the floating rate mortgages
especially in a decreasing interest rate scenario. Fitch applied
its cash flow model interest rate stresses to the transactions to
test whether the credit enhancement currently available to the
notes was sufficient to mitigate the increased interest rate
risk. The analysis showed that the notes were able to withstand
their respective rating stresses, and for this reason the notes
have been confirmed.

- Increase in Reserve Funds:
The reserve funds have been increased to EUR54.6m and EUR39.7m in
AyT CGH BBK I and AyT CGH BBK II, respectively. The increase in
reserve funds has led to an increase in the credit support
available to the structure, which is deemed a positive for the
two deals.

RATING SENSITIVITIES

- A change in legislation that materially changes mortgage
borrower behavior would cause the agency to revisit its
assumptions and could have a negative effect on the ratings.

- Home price declines beyond Fitch's expectations would limit
expected recoveries, causing additional stress on portfolio cash
flows. This would most severely affect those portfolios exposed
to high loan-to-value ratio loans.

- Further stresses on borrowers could come from a rise in
interest rates leading to increases in the volumes of loans in
arrears and default.

Fitch will resolve the RWN following a full review of the
transactions in the next four weeks. The review may result in
some tranches being downgraded by multiple notches.

The ratings are:

AyT Colaterales Global Hipotecario, FTA Serie AyT Colaterales
Global Hipotecario BBK I:

-- Class A notes (ISIN ES0312273008) 'A-sf'; RWN

AyT Colaterales Global Hipotecario, FTA Serie AyT Colaterales
Global Hipotecario BBK II:

-- Class A notes (ISIN ES0312273362) 'AA-sf'; RWN
-- Class B notes (ISIN ES0312273370) 'BBsf'; RWN


BANKIA: S&P Lowers Counterparty Credit Rating to 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Bankia S.A. to 'BB-' from 'BB' and
on its parent company Banco Financiero y de Ahorros S.A. (BFA),
to 'B-' from 'B'.  S&P removed these ratings from CreditWatch
with negative implications where it had placed them on April 30,
2012.

S&P also lowered to 'C' from 'B' its short-term counterparty
credit rating on BFA and removed this rating from CreditWatch
negative where it had placed it on May 10, 2012.

S&P affirmed its 'B' short-term counterparty credit rating on
Bankia.

S&P's 'C' and 'CC' debt ratings on preference shares and
nondeferrable subordinated debt are not affected by this rating
action.

The rating action follows S&P's review of the implications on
Bankia's business and financial profiles of the bank's
recapitalization and restructuring plan, which the European
Commission formally approved on Nov. 28, 2012.  The rating action
also takes into account the financial impact on the group of the
high losses reported at year-end 2012, the completion of the
state's capital injection, and the transfer of problematic assets
to Sareb.

The lowering of Bankia's long-term rating reflects our belief
that the capital strengthening that S&P will see once its burden-
sharing exercise is completed, through the conversion of
EUR6.5 billion of hybrid debt into equity, will not be as great
as S&P previously expected.  Bankia and BFA recorded a
consolidated loss of EUR21 billion in 2012, which will result in
a lower risk-adjusted capital (RAC) ratio than the one S&P had
incorporated into its forecasts.  S&P estimates that the pro
forma RAC for year-end 2012 (reflecting the assumed conversion of
EUR6.5 billion of hybrid instruments into equity) will stand at
around 3.4%, or about 144 basis points (bp) lower than S&P's
previous forecast.  Earnings retention and deleveraging will help
to improve the bank's capitalization over this year and next,
with the RAC rising to around 4.5% by year-end 2014.  S&P
considers this level of capital to be "weak."

S&P believes that Bankia's transfer of EUR22 billion of net
problematic assets to Sareb and the state's EUR13.5 billion
capital injection, in December 2012, improved the bank's
liquidity cushions, because the bank received bonds eligible for
discount at the European Central Bank (ECB) or with financial
counterparties. As a result, S&P has improved its assessment of
the bank's stand-alone liquidity to "moderate" from "weak," but
this does not affect the ratings since it had already anticipated
the provision of short-term support.  S&P's moderate assessment
still reflects the bank's proportionally high reliance on short-
term funding.

Conversely, S&P has not changed its assessment of the bank's
funding, which remains "below average."  Although the loan
portfolio is much smaller after the transfer of real estate
exposures to Sareb, leading to an improvement in the loan-to-
deposits ratio, the bank still has to fund the Sareb bonds it
received in exchange for the loans, and thus S&P expects its
funding profile to remain structurally more reliant than those of
peers on wholesale funding and systemic funding support
(primarily provided by the ECB).  Despite having declined over
the past few months, the group's reliance on ECB funding is so
large that S&P thinks that the unwinding process will extend over
a long period of time.

S&P has reviewed the implications of the bank's restructuring
plan for its business position, and decided to maintain its
current assessment of "adequate."  This decision reflects on the
one hand S&P views that the bank's business stability, risk and
funding profiles, and efficiency will likely benefit from the
restructuring measures proposed.  On the other hand, it factors
in implementation risks: The internal transformation of the bank
will take time in S&P's view, and management faces the hurdle of
making the banking franchise profitable.

Bankia's stand-alone credit profile (SACP) remains capped at
'ccc+' because at present the bank still does not comply with
minimum regulatory capital ratios.  Once the burden-sharing
exercise is completed, everything else being equal, S&P would
expect to improve the bank's SACP to 'b+'.  At that point, the
SACP will reflect fully S&P's view on the benefits of the
recapitalization and restructuring plan, something that S&P
reflects in the form of notches of uplift over the SACP for
short-term government support.

At present S&P's ratings on Bankia benefit from three notches of
short-term government support and one extra notch for
extraordinary government support.  S&P expects to maintain the
one-notch uplift for extraordinary support over the medium term,
once short-term support materializes.  This reflects S&P's view
on
the likelihood of the bank receiving further state assistance if
needed, given its high systemic importance and S&P's view of
Spain's supportive stance toward the banking system.

In line with S&P's criteria for rating nonoperating holding
companies, it analyzes Bankia and its controlling holding company
BFA on a consolidated basis, using BFA's consolidated financial
information.  S&P considers Bankia to be the group's "core"
operating entity.  S&P rates BFA three notches below Bankia to
reflect the structural subordination of BFA's creditors toward
those of Bankia and BFA's high double leverage.  S&P don't think
BFA's double leverage will reduce significantly in the short term
and thus S&P has decided to maintain the three-notch gap between
the rating of the holding company and that of the operating
entity.

The negative outlook reflects the risk of Spain's operating and
financial environment becoming even more difficult than S&P
currently anticipates, as well as the possibility of the bank not
proving successful in its restructuring plan.  At present S&P is
assuming that the implementation of the restructuring plan, led
by the new management team appointed mid last year, will go
according to schedule.  S&P will however continue monitoring the
process closely.  Significant deviations or delays in the
implementation of the restructuring plan, including weaker-than-
expected financial performance or signs of renewed deposit
outflows (which the bank has managed to contain over the past few
months), could therefore lead to a lowering of the ratings.
Failure to significantly strengthen the bank's capital through
the burden-sharing exercise could also put pressure in Bankia's
ratings.

At present an outlook revision to stable looks unlikely.  For
that to happen S&P would need to see signs of the risks in
Spanish banks' economic and financial environment abating, and
the bank making good progress in its restructuring.

The outlook on BFA mirrors that on Bankia, the group's operating
entity, and thus, all other things being equal, their ratings
will move in tandem.


BBVA RMBS: Moody's Cuts Ratings on Two Note Classes to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three junior
and seven senior notes in three Spanish residential mortgage-
backed securities (RMBS) transactions: BBVA RMBS 1, FTA; BBVA
RMBS 2, FTA; and BBVA RMBS 3, FTA. At the same time, Moody's
confirmed the ratings of one note in BBVA RMBS 1 and three notes
in BBVA RMBS 3. Insufficiency of credit enhancement to address
sovereign risk has prompted the downgrade action.

The rating action concludes the review of twelve notes placed on
review on July 2, 2012, following Moody's downgrade of Spanish
government bond ratings to Baa3 from A3 on June 13, 2012. This
rating action also concludes the review of fourteen notes placed
on review on November 23, 2012, following Moody's revision of key
collateral assumptions for the entire Spanish RMBS market.

Ratings Rationale:

The rating action primarily reflects the insufficiency of credit
enhancement to address sovereign risk. Moody's confirmed the
ratings of securities whose credit enhancement and structural
features provided enough protection against sovereign and
counterparty risk.

The determination of the applicable credit enhancement driving
the rating actions reflects the introduction of additional
factors in Moody's analysis to better measure the impact of
sovereign risk on structured finance transactions (see
"Structured Finance Transactions: Assessing the Impact of
Sovereign Risk", March 11, 2013).

- Additional Factors Better Reflect Increased Sovereign Risk

Moody's has supplemented its analysis to determine the loss
distribution of securitized portfolios with two additional
factors, the maximum achievable rating in a given country (the
local currency country risk ceiling) and the applicable portfolio
credit enhancement for this rating. With the introduction of
these additional factors, Moody's intends to better reflect
increased sovereign risk in its quantitative analysis, in
particular for mezzanine and junior tranches.

The Spanish country ceiling, and therefore the maximum rating
that Moody's will assign to a domestic Spanish issuer including
structured finance transactions backed by Spanish receivables, is
A3. Moody's Individual Loan Analysis Credit Enhancement (MILAN
CE) represents the required credit enhancement under the senior
tranche for it to achieve the country ceiling. By lowering the
maximum achievable rating for a given MILAN, the revised
methodology alters the loss distribution curve and implies an
increased probability of high loss scenarios.

In the three affected transactions, Moody's maintained the
current expected loss and MILAN CE assumptions. Expected loss
assumptions remain at 5.53% for BBVA RMBS 1, 5.47% for BBVA RMBS
2 and 11.37% for BBVA RMBS 3. The MILAN CE assumptions remain at
17.1% for BBVA RMBS 1, 15% for BBVA RMBS 2 and 22.5% for BBVA
RMBS 3.

- Pro-rata vs. sequential amortization of Class A

The rating action takes into account the relative priority of
principal payments within the A notes.

In BBVA RMBS 1 and 2, the performance conditions for sequential
amortization between the A sub-classes currently hold, and they
will continue to amortize sequentially in Moody's expected
scenario. This leads to a one notch uplift in the Class A2 rating
compared to the Class A3 rating in both transactions.

In BBVA RMBS 3, the performance conditions for sequential
amortization between Classes A1, A2 and A3 no longer hold,
therefore the notes amortize pro rata. The notes will continue to
amortize pro rata in Moody's expected scenario.

- Exposure to Counterparty Risk

The conclusion of Moody's rating review also takes into
consideration the exposure to Banco Bilbao Vizcaya Argentaria,
S.A. (BBVA, Baa3/P-3), acting either as issuer account bank or
swap counterparty.

BBVA is the Issuer Account Bank for BBVA RMBS 1, however the
guarantee of Credit Agricole CIB mitigates this exposure.

Also, BBVA is the Issuer Account Bank for BBVA RMBS 3. This
exposure has been factored into the rating action and had no
rating impact.

BBVA still acts as swap counterparty for the three transactions.
Moody's notes that, following the breach of the second rating
trigger, the swaps do not reflect Moody's de-linkage criteria in
each of the three transactions. The rating agency has assessed
the probability and effect of a default of the swap counterparty
on the ability of the issuers to meet its obligations under the
transactions. Additionally, Moody's has examined the effect of
the loss of any benefit from the swaps and any obligation the
issuers may have to make a termination payment. In conclusion,
these factors will not negatively affect the ratings on the
notes.

- Other Developments May Negatively Affect the Notes

In consideration of Moody's new adjustments, any further
sovereign downgrade would negatively affect structured finance
ratings through the application of the country ceiling or maximum
achievable rating, as well as potentially increased portfolio
credit enhancement requirements for a given rating.

As the euro area crisis continues, the ratings of structured
finance notes remain exposed to the uncertainties of credit
conditions in the general economy. The deteriorating
creditworthiness of euro area sovereigns as well as the weakening
credit profile of the global banking sector could further
negatively affect the ratings of the notes.

Moody's describes additional factors that may affect the ratings
in "Approach to Assessing Linkage to Swap Counterparties in
Structured Finance Cashflow Transactions: Request for Comment".

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
March 2013.

Other factors used in these ratings are described in "The
Temporary Use of Cash in Structured Finance Transactions:
Eligible Investment and Bank Guidelines" published in March 2013.

In reviewing these transactions, Moody's used its cash flow
model, ABSROM, to determine the loss for each tranche. The cash
flow model evaluates all default scenarios that are then weighted
considering the probabilities of the lognormal distribution
assumed for the portfolio default rate. In each default scenario,
Moody's calculates the corresponding loss for each class of notes
given the incoming cash flows from the assets and the outgoing
payments to third parties and noteholders. Therefore, the
expected loss for each tranche is the sum product of (1) the
probability of occurrence of each default scenario and (2) the
loss derived from the cash flow model in each default scenario
for each tranche.

As such, Moody's analysis encompasses the assessment of stressed
scenarios.

In the context of the rating review, the transactions have been
remodeled and some inputs have been adjusted to reflect the new
approach. In addition, the following model inputs have been
corrected during this review: for BBVA RMBS 1, the final legal
maturity of the notes; for BBVA RMBS 2, the note margin on
Classes A2, A3 and A4; for BBVA RMBS 3, the note margin on
Classes A1 and A2.

List Of Affected Securities:

Issuer: BBVA RMBS 1 Fondo de Titulizacion de Activos

EUR1400M A2 Notes, Confirmed at Baa1 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR495M A3 Notes, Downgraded to Baa2 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR120M B Notes, Downgraded to B1 (sf); previously on Nov 23,
2012 Downgraded to Baa2 (sf) and Remained On Review for Possible
Downgrade

EUR85M C Notes, Downgraded to Caa3 (sf); previously on Nov 23,
2012 Downgraded to Caa2 (sf) and Remained On Review for Possible
Downgrade

Issuer: BBVA RMBS 2 Fondo de Titulizacion de Activos

EUR2400M A2 Notes, Downgraded to Baa3 (sf); previously on Nov 23,
2012 Downgraded to Baa2 (sf) and Remained On Review for Possible
Downgrade

EUR387.5M A3 Notes, Downgraded to Ba1 (sf); previously on Nov 23,
2012 Downgraded to Baa2 (sf) and Remained On Review for Possible
Downgrade

EUR1050M A4 Notes, Downgraded to Ba1 (sf); previously on Nov 23,
2012 Downgraded to Baa2 (sf) and Remained On Review for Possible
Downgrade

EUR112.5M B Notes, Downgraded to Caa3 (sf); previously on Nov 23,
2012 Downgraded to Caa1 (sf) and Remained On Review for Possible
Downgrade

Issuer: BBVA RMBS 3, FTA

EUR1200M A1 Notes, Confirmed at B2 (sf); previously on Nov 23,
2012 Downgraded to B2 (sf) and Remained On Review for Possible
Downgrade

EUR595.5M A2 Notes, Confirmed at B2 (sf); previously on Nov 23,
2012 Downgraded to B2 (sf) and Remained On Review for Possible
Downgrade

A3a Notes, Confirmed at Baa1 (sf); previously on Nov 23, 2012
Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

A3b Notes, Downgraded to Ba1 (sf); previously on Jul 2, 2012 Baa1
(sf) Placed Under Review for Possible Downgrade

A3c Notes, Downgraded to B2 (sf); previously on Nov 23, 2012
Downgraded to Ba2 (sf) and Remained On Review for Possible
Downgrade

A3d Notes, Downgraded to Caa1 (sf); previously on Nov 23, 2012
Downgraded to B2 (sf) and Remained On Review for Possible
Downgrade


IM GRUPO: Moody's Upgrades Rating on Class D Notes to 'B2'
----------------------------------------------------------
Moody's Investors Service confirmed the ratings of the Class
A(G), B and C notes issued by IM Banco Popular FTPYME 1, FTA and
confirmed the ratings of the Class A2, B and C notes issued by IM
Grupo Banco Popular Empresas 1, FTA. At the same time, Moody's
upgraded the rating of Class D notes to B2 (sf) from Caa1 (sf)
and affirmed the C (sf) rating of Class E notes of IM Grupo Banco
Popular Empresas 1. Sufficient credit enhancement, which protects
against sovereign and counterparty risk, primarily drove the
rating action.

The rating action concludes the review for downgrade initiated by
Moody's on July 2, 2012. Both are Spanish asset-backed securities
transactions backed by loans to small and medium-sized
enterprises (SME ABS) originated by Banco Popular Espanol S.A.
(Ba1/NP, on review for possible downgrade)

Ratings Rationale:

The rating action primarily reflects the availability of
sufficient credit enhancement to address sovereign and increased
counterparty risk. The introduction of new adjustments to Moody's
modeling assumptions to account for the effect of deterioration
in sovereign creditworthiness has had no effect on the ratings of
all classes of notes in both transactions. Furthermore, the
current level of credit enhancement available under the Class D
notes of IM Grupo Banco Popular Empresas 1 in the form of cash
(via the reserve fund) is sufficient to support an upgrade to B2
(sf) from Caa1 (sf).

- Additional Factors Better Reflect Increased Sovereign Risk

Moody's has supplemented its analysis to determine the loss
distribution of securitized portfolios with two additional
factors, the maximum achievable rating in a given country (the
local currency country risk ceiling) and the applicable portfolio
credit enhancement for this rating. With the introduction of
these additional factors, Moody's intends to better reflect
increased sovereign risk in its quantitative analysis, in
particular for mezzanine and junior tranches.

The Spanish country ceiling is A3, which is the maximum rating
that Moody's will assign to a domestic Spanish issuer including
structured finance transactions backed by Spanish receivables.
The portfolio credit enhancement represents the required credit
enhancement under the senior tranche for it to achieve the
country ceiling. By lowering the maximum achievable rating, the
revised methodology alters the loss distribution curve and
implies an increased probability of high loss scenarios.

Under the updated methodology incorporating sovereign risk on ABS
transactions, loss distribution volatility increases to capture
increased sovereign-related risks. Given the expected loss of a
portfolio and the shape of the loss distribution, the combination
of the highest achievable rating in a country for structured
finance and the applicable credit enhancement for this rating
uniquely determines the volatility of the portfolio distribution,
which the coefficient of variation (CoV) typically measures for
ABS transactions. A higher applicable credit enhancement for a
given rating ceiling or a lower rating ceiling with the same
applicable credit enhancement both translate into a higher CoV.

- Moody's Revises Key Collateral Assumptions

Moody's maintained its default and recovery rate assumptions for
both transactions, which it updated on 18 December 2012 (see
"Moody's updates key collateral assumptions in Spanish ABS
transactions backed by loans to SMEs". According to the updated
methodology, Moody's increased the CoV, which is a measure of
volatility.

For IM Banco Popular FTPYME 1, the current default assumption is
13.2% of the current portfolio and the assumption for the fixed
recovery rate is 60.0%. Moody's has increased the CoV to 105.7%
from 43.0%, which, combined with the revised key collateral
assumptions, corresponds to a portfolio credit enhancement of
22.0%.

For IM Grupo Banco Popular Empresas 1, the current default
assumption is 16.5% of the current portfolio and the assumption
for the fixed recovery rate is 60.0%. Moody's has increased the
CoV to 90.3% from 43.0%, which, combined with the revised key
collateral assumptions, corresponds to a portfolio credit
enhancement of 22.8%.

- Moody's Has Considered Exposure to Counterparty Risk

The conclusion of Moody's rating review also takes into
consideration the increased exposure to commingling due to
weakened counterparty creditworthiness.

In both transactions, Banco Popular Espanol acts as servicer and
collections account bank, and transfers collections every day to
the reinvestment accounts at the Bank of Spain (unrated). The
reserve funds reside at the Bank of Spain. Moody's has
incorporated into its analysis the potential default of both
counterparties, which could expose the transaction to a
commingling loss on the collections and a loss on the reserve
fund.

Banco Popular Espanol acts as swap counterparty in IM BANCO
POPULAR FTPYME 1, while the London branch of JPMorgan Chase Bank,
N.A. (Aa3/P-1) plays this role in IM Grupo Banco Popular Empresas
1. As part of its analysis, Moody's assessed the exposure to the
swap counterparties, which in both transactions do not have a
negative effect on the rating levels at this time.

- Other Developments May Negatively Affect the Notes

In consideration of Moody's new adjustments, any further
sovereign downgrade would negatively affect structured finance
ratings through the application of the country ceiling or maximum
achievable rating, as well as potentially increased portfolio
credit enhancement requirements for a given rating.

As the euro area crisis continues, the ratings of structured
finance notes remain exposed to the uncertainties of credit
conditions in the general economy. The deteriorating
creditworthiness of euro area sovereigns as well as the weakening
credit profile of the global banking sector could further
negatively affect the ratings of the notes.

Moody's describes additional factors that may affect the ratings
in its Request for Comment, "Approach to Assessing Linkage to
Swap Counterparties in Structured Finance Cashflow Transactions:
Request for Comment" July 2, 2012.

In reviewing these transactions, Moody's used ABSROM to model the
cash flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the inverse normal distribution
assumed for the portfolio default rate. In each default scenario,
Moody's calculates the corresponding loss for each class of notes
given the incoming cash flows from the assets and the outgoing
payments to third parties and noteholders. Therefore, the
expected loss for each tranche is the sum product of the
probability of occurrence of each default scenario and the loss
derived from the cash flow model in each default scenario for
each tranche.

As such, Moody's analysis encompasses the assessment of stressed
scenarios.

When remodeling the transactions affected by these rating
actions, some inputs have been adjusted to reflect the new
approach.

The principal methodology used in these ratings was "Moody's
Approach to Rating CDOs of SMEs in Europe", published in February
2007.

The revised approach to incorporating country risk changes into
structured finance ratings forms part of the relevant asset class
methodologies, which Moody's updated and republished or
supplemented on March 11, 2013, along with the publication of its
Special Comment " Structured Finance Transactions: Assessing the
Impact of Sovereign Risk".

Other factors used in these ratings are described in "The
Temporary Use of Cash in Structured Finance Transactions:
Eligible Investment and Bank Guidelines", published in March
2013.

List Of Affected Ratings:

Issuer: IM Banco Popular FTPYME 1, FTA

EUR418.8M A(G) Notes, Confirmed at A3 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR55M B Notes, Confirmed at A3 (sf); previously on Jul 2, 2012
Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR71M C Notes, Confirmed at Caa1 (sf); previously on Jul 2, 2012
Caa1 (sf) Placed Under Review for Possible Downgrade

Issuer: IM Grupo Banco Popular Empresas 1, FTA

EUR1135.8M A2 Notes, Confirmed at A3 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR28.8M B Notes, Confirmed at A3 (sf); previously on Jul 2, 2012
Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR27M C Notes, Confirmed at Baa3 (sf); previously on Jul 2, 2012
Baa3 (sf) Placed Under Review for Possible Downgrade

EUR54.9M D Notes, Upgraded to B2 (sf); previously on Oct 21, 2009
Downgraded to Caa1 (sf)

EUR32.4M E Notes, Affirmed C (sf); previously on Sep 19, 2006
Definitive Rating Assigned C (sf)


PESCANOVA: Faces High Debt Level; Novapesca Sparks Speculation
--------------------------------------------------------------
FIS reports that Pescanova is facing a serious financial
situation due to a high level of debt, higher than initially
announced, and to the weakness of its own equity.

Moreover, among the financial lending institutions there is
uncertainty regarding the gap between its accounts and the bank
debt figures, FIS notes.

The outlook of the Galician company is also discouraging because
of the lack of transparency, poor governance and dissensions in
the core of Pescanova, FIS says.  According to FIS, the newspaper
Faro de Vigo reported that the company's international expansion
plans also reaped poor results.

According to Santiago Lago Penas, Professor of Applied Economics
at the University of Vigo, some of the possible measures that
would help the company out of this critical situation are:

    -- The sale of assets, which will imply a significant
       strategic shift;

    -- The renegotiation of liabilities, which is more difficult
       than expected;

    -- The purge of the responsibilities taken for the mistakes
       committed; and

    -- The reformulation of the governance of the multinational
       firm and its resurgence as a stronger firm.

Last week, Pescanova requested the bank "a minimum" of EUR50
million to meet immediate payments, FIS relates.

Banks expressed willingness to help the Spanish company, but
requested to receive the accounts, a debt map, the restructuring
plan and an endorsement of its advisers, FIS discloses.

More than 25 days ago, Pescanova requested a creditors' meeting
seeking to renegotiate the debt with banks, FIS recounts.

By December 31, 2011, Pescanova owed EUR1,750 million in total,
considering the bank debt, commercial factors and others, both in
the short term as well as in the long term, FIS says, citing La
Voz de Galicia.

If the company has assets for EUR2,278 million and a liability of
EUR3,278 million, it is facing a serious problem, as all its
debts would not be paid in full even by liquidating all its
assets, according to FIS.

For bank creditors, the debt could reach EUR2,600 million, FIS
says.

The main Galician newspapers emphasize that the reduced control
capacity of the shareholders that are Pescanova's reference
generates instability and weakness, FIS notes.

                            Novapesca

Eva Tallaksen at Undercurrent News reports that the latest
revelations to emerge from Pescanova are centered on the
existence of Novapesca, a subsidiary of the Spanish group little-
known until now.

The holding has already been likened to a "bad bank", or "malo
banco", by Spanish media after investigations into Pescanova's
accounts revealed Novapesca has more than EUR800 million of debt
-- of which the bulk is owed to Pescanova subsidiaries,
Undercurrent News discloses.

The findings have sparked speculation that the subsidiary was
used as a holding to dump debts belonging to Pescanova and its
affiliates, Undercurrent News states.

Novapesca was registered as a brand in 1998 and 2002 in the
European Union, and in 2003 in the United States (where it was
cancelled in 2010), Undercurrent News says, citing trademark
documents.  Undercurrent News notes that one Spanish executive,
who worked with Pescanova several years ago, said while no longer
in use, the brand was used mainly for Pescanova's frozen-at-sea
products.

An investigation by the Spanish newspaper Expansion which looked
into the crisscrossing of debts between Pescanova's myriad of
subsidiaries also highlighted Novapesca's figures, Undercurrent
News discloses.

According to Undercurrent News, kooking at only 15 of Pescanova's
Spanish subsidiaries -- Pescanova has more than 80 branches
worldwide -- Expansion found that Novapesca owes EUR585 million
to group companies, and holds stakes in 43 Pescanova affiliates.

Yet this subsidiary -- described to Undercurrent News by one
Spanish executive as "completely unknown" until now -- had almost
no activities to show for, said another news Web site, Economia
Digital.

According to both media, Novapesca was also wholly unaudited,
Undercurrent News says.  Not even BDO -- Binder Dijker Otte & Co,
the world's fifth accounting firm according to Wikipedia and the
accounting firm used by Pescanova for the rest of its activities
-- was auditing that subsidiary, Undercurrent News states.

The revelations are the latest to suggest KPMG will have a lot of
work ahead as it is hired to audit Pescanova's accounts, on
demand of the company's main creditors, Undercurrent News notes.

They also reinforce the belief the banks will most likely seek a
way to make Pescanova continue operations, but only after selling
assets, increasing their ownership and, at the same time,
replacing or diluting the chairman and majority owner, Manuel
Fernandez de Sousa-Faro, according to Undercurrent News.

Pescanova is a Galicia-based fishing company.  It catches,
processes and packages fish on factory ships.

Pescanova on Feb. 1 filed for insolvency having failed to sell
part of its salmon farming business.  The company, which had debt
worth EUR1.52 billion (US$1.99 billion) at the end of September
last year, struggled in the last months to make its investments
into farmed crustaceans and fishes profitable.



===========
T U R K E Y
===========


DOYSAN TARIM: Bankruptcy Office Takes Over Frigo-Pak Stake
----------------------------------------------------------
Aydan Eksin at Bloomberg News reports that Doysan Tarim's 22%
stake in Frigo-Pak was taken over by Turkish debt enforcement and
bankruptcy office after Doysan Tarim's bankruptcy.

Frigo-Pak has no debt or collateral obligation as well as
receivables to Doysan, Bloomberg notes.



=============
U K R A I N E
=============


DTEK HOLDINGS: Fitch Affirms 'B' Long-Term Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed DTEK Holdings Limited's foreign
currency Long-term Issuer Default Rating (IDR) at 'B' and local
currency Long-term IDR at 'B+' with Stable Outlooks and
simultaneously withdrawn the ratings. At the same time, the
agency has assigned DTEK Holdings B.V. (DTEK) a foreign currency
Long-term IDR of 'B' and local currency Long-term IDR of 'B+'
with Stable Outlooks. Fitch has also affirmed DTEK Finance B.V.'s
notes' senior unsecured rating at 'B' and DTEK Finance plc's
notes' expected senior unsecured rating at 'B(EXP)'. The notes
benefit from guarantees and sureties from several holding and
operating companies, all owned by DTEK, together referred to as
DTEK Group.

The withdrawal of DTEK Holdings Limited's IDRs and assignment of
IDRs to DTEK Holdings B.V. reflect the fact that DTEK is now the
ultimate holding company of DTEK Group representing the security
and guarantor group for the notes. DTEK prepares audited
consolidated accounts for DTEK Holdings B.V. DTEK's 'B+' local
currency Long-term IDR continues to reflect the company's
unconstrained credit profile while the 'B' Long-term IDR remains
constrained by Ukraine's Country Ceiling ('B').

KEY DRIVERS

- Ukraine's Leading Private Utility
DTEK's ratings reflect its leadership in coal mining, power and
heat generation, electricity distribution and sales among
Ukraine's ('B'/Stable) utility companies. With installed electric
capacity of over 18 gigawatts (GW) at end-2012, DTEK ranks among
the largest Fitch-rated CIS power utilities. Fitch believes that
DTEK's UAH5bn M&A program is completed, and does not anticipate
significant new acquisitions over the medium term.

- Post-Acquisition Profitability Deteriorated in 2012
As a result of acquisitions, in 2012 DTEK reported a significant
increase in its operating and financial results across all
segments. Its 2012 gross revenue, including subsidies, more than
doubled to UAH82.6 billion from UAH39.6 billion in 2011 and
EBITDA to UAH16.8 billion from UAH10.4 billion. However, DTEK's
EBITDA margin dropped to 20.4% in 2012 from 26.3% in 2011 due to
the large profitability decline in its power generation segment
and a higher proportion of its less profitable power distribution
segment in the total profit composition. Fitch assumes that the
operating margins will not recover to pre-M&A levels during our
forecast period 2013-2016.

- Ukrainian Power Market Constrains DTEK's Profitability
The Ukrainian power sector, which accounted for over 90% of
DTEK's consolidated revenue in 2012, is heavily regulated.
Changes in Ukraine's power consumption correlated well with its
GDP growth, which the agency forecasts at 2.5% in 2012 and 3.5%
in 2013. Fitch believes that while the expected deregulation of
the Ukrainian power sector may help DTEK improve its
profitability in the future, significant increases in electricity
demand and prices are unlikely given the vulnerable state of the
national economy.

- 2x Leverage and Negative FCF Expected
DTEK is planning to spend nearly UAH56 billion (US$7 billion) on
its capital investment programs between 2013 and 2016. The agency
expects that DTEK's capex program, although flexible, will be
partially debt funded. This new debt, combined with acquisition
debt that DTEK raised in 2011-2012, will result in steady
leverage over the medium term, in Fitch's view. The agency
forecasts that DTEK's gross funds from operations (FFO) adjusted
leverage will not exceed 2x during 2013-2016. The agency expects
that DTEK's free cash flow (FCF) will be negative over the
forecast period due to its large capex program.

LIQUIDITY AND DEBT STRUCTURE

- Adequate Liquidity
Fitch views DTEK's debt maturity profile and liquidity as
adequate. At December 31, 2012, DTEK had gross adjusted debt of
about UAH26.7 billion including finance lease and off balance
sheet obligations, of which short-term debt was UAH3.4 billion.
The company had UAH5.4 billion of cash and cash equivalents on
that date that was sufficient to cover its short-term maturities
despite the expected negative FCF.

-Cyprus Exposure
Fitch assesses the risks stemming from the financial situation in
Cyprus for DTEK Group as fairly limited as DTEK Group maintains
insignificant cash balances and have had minimal transactions
through Cyprus or accounts with Cypriot banks abroad.

- Comfortable Maturities
A large portion of debt, including the US$500 million Eurobonds
due in 2015 fall due over 2014-2016.

- Borrowings in Foreign Currencies
Fitch notes that over 90% of DTEK's borrowings at December 31,
2012 are denominated in RUB, EUR or USD. As such, the company is
exposed to foreign exchange risk. Most borrowings were unsecured
at December 31, 2012.

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
action include:

- Ratings Capped by Sovereign's
DTEK's Long-Term foreign currency IDR is constrained by Ukraine's
Country Ceiling at 'B'. Fitch would need to upgrade Ukraine
before upgrading DTEK's Long-Term foreign currency IDR to its
unconstrained level of 'B+'/Stable.

- We currently view the upgrade potential of DTEK's Long-Term
local currency IDR as limited due to the limitations of its
operational environment and our expectations for its credit
metrics.

Negative: Future developments that could lead to negative rating
action include:

- Significant Hryvnia Devaluation
A large, sustained hryvnia softening against the US dollar would
weaken DTEK's credit ratios and could put pressure on its
ratings.

- FFO gross adjusted leverage of 3x
DTEK's ratings might come under pressure if its FFO gross
adjusted leverage increases to 3x.

The ratings actions are:

DTEK Holdings Limited
Long-term foreign currency IDR: affirmed at 'B'; Outlook Stable;
withdrawn

Short-term foreign currency IDR: affirmed at 'B'; withdrawn
Long-term local currency IDR: affirmed at 'B+'; Outlook Stable;
withdrawn

Short-term local currency IDR: affirmed at 'B'; withdrawn
National Long-term Rating: affirmed at 'AA+(ukr)'; Outlook
Stable; withdrawn

DTEK Holdings B.V.
Long-term foreign currency IDR: assigned at 'B'; Outlook Stable

Short-term foreign currency IDR: assigned at 'B'

Long-term local currency IDR: assigned at 'B+'; Outlook Stable

Short-term local currency IDR: assigned at 'B'

National Long-term Rating: assigned at 'AA+(ukr)'; Outlook Stable

Foreign currency senior unsecured: assigned at 'B'

DTEK Finance B.V.
Foreign currency notes guaranteed by DTEK and its subsidiaries
and structured as senior unsecured obligations of DTEK: affirmed
at 'B'

Recovery Rating: affirmed at 'RR4'

DTEK Finance plc
Foreign currency notes guaranteed by DTEK and its subsidiaries
and structured as senior unsecured obligations of DTEK: affirmed
at 'B(EXP)'

Recovery Rating: affirmed at 'RR4'


FINTEST TRADING: Moody's Assigns 'B3' CFR; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and a B3-PD probability of default rating to Fintest Trading Co
Limited (Donetsksteel). Concurrently, Moody's has assigned a
Baa3.ua national scale rating to the company. The outlook on the
ratings is negative. This is the first time Moody's has assigned
a rating to Donetsksteel.

Ratings Rationale:

"Our decision to assign the B3 CFR and Baa3.ua NSR reflects
Donetsksteel's exposure to the sovereign risks in Ukraine and the
volatile and cyclical steel and mining sector and, more
positively, the company's significant high quality coal
reserves," says Denis Perevezentsev, a Moody's Vice President -
Senior Analyst and lead analyst for Donetsksteel.

Donetsksteel's CFR and NSR are constrained by the company's (1)
limited operating, geographical and product diversification, with
Donetsksteel's Pokrovskoe coking coal mine, two coke production
plants and a steel plant all located in Ukraine, determining the
company's business profile; (2) exposure to the volatile and
cyclical nature of the steel and mining industries, which can
lead to significant swings in operating performance; (3) rather
weak liquidity profile, characterized by the company's
historically low level of cash balances, reliance on external
financing and significant loan repayments coming due in 2014; (4)
evolving corporate governance; and (5) exposure to Ukraine's weak
institutional and economic environment. In addition, there are
risks associated with Donetsksteel's concentrated ownership
structure, with the manager-owner influencing the company's
strategy.

The rating is also constrained by Ukraine's foreign-currency bond
country ceiling, which Moody's recently downgraded to B3 from B1.
Moody's considers that Donetsksteel's capacity to serve its
foreign-currency debt could be exposed to actions taken by the
Ukrainian government to preserve the country's foreign-exchange
reserves.

More positively, the rating is supported by (1) significant high-
quality coal reserves; (2) the company's diversification into
coke and steel operations, which are self-sufficient in captive
coking coal supplies; (3) strong market share in coal, estimated
by the company to represent approximately a third of the
Ukrainian market, as well as sizeable coke and pig iron
operations globally; (4) its advantageous cash cost position --
despite its use of the underground method of mining -- driven by
advanced production facilities and low logistics costs due to the
proximity of the Pokrovskoe mine to the company's beneficiation
plant; (5) Ukraine's structural deficit in coking coal, which
contributes to the fact that domestic market is the largest for
the company's coking coal supplies, helping mitigate
transportation costs related to the company's sea-borne or long-
distance railway deliveries; and (6) favorable location of
Donetsksteel's production facilities, in close proximity to
Europe and sea ports, which allows for the efficient
transportation of products to Asia, the company's third-largest
end market after Ukraine and Europe.

Outlook

The negative outlook on Donetsksteel's ratings reflects Moody's
current outlook on Ukraine's sovereign rating and the related
risk of a further potential downgrade of the foreign-currency
bond country ceiling.

What Could Change The Rating Up/Down

Downward pressure could be exerted on Donetsksteel's ratings if
Moody's downgrades Ukraine's sovereign rating and lowers its
foreign-currency bond country ceiling. Downward pressure could
also result if (1) Donetsksteel's profitability deteriorates; (2)
the company pursues a more aggressive financial policy, such that
its net debt/EBITDA ratio increases above 3.0x on a sustained
basis; or (3) its liquidity position deteriorates.

Given the negative outlook, Moody's does not currently expect
upward pressure on Donetsksteel's ratings. However, Moody's could
upgrade the rating if (1) it raises the foreign-currency bond
country ceiling; and (2) the company restores and maintains
adequate liquidity, demonstrating a clear path towards the
successful refinancing of its bank debt maturing in 2014 while
maintaining leverage, as measured by net debt/EBITDA, at around
2.5x.

Donetsksteel's ratings are constrained by factors related to the
Ukrainian political, business, legal and regulatory environment,
given that the majority of its assets are located within the
country. Therefore the company's ratings will also be ultimately
dependent on further developments at the sovereign level.

Principal Methodology

The principal methodology used in this rating was the Global
Mining Industry published in May 2009.

Headquartered in Donetsk, Ukraine, and incorporated in Cyprus,
Donetsksteel is one of the leading Ukrainian coking coal mining
companies. The company has a significant reserve base of highest
quality coal (grade K as per local classification) and is
vertically integrated into coke and steel production.
Donetsksteel also has an underground coking coal mine with a
capacity 8 million tons per annum (mtpa), a coal-washing plant,
two coke production plants with total production capacity of 3.4
mtpa and a full metallurgical cycle plant with annual production
capacities of 1.45 mtpa of pig iron, 600 thousand tons of crude
steel, 365 thousand tons of section rolling and 520 thousand tons
of plate rolling. The company's major external purchases are iron
ore for steel products and modest amounts of coal of various
grades to complement its own grades for coke production. In 2011,
approximately 36% of Donetsksteel's sales revenue was generated
in Ukraine, with the remainder generated in Europe (35%), Asia
(22%), the Commonwealth of Independent States (CIS), Baltic
counties and South America.

In 2012, Donetsksteel mined approximately 8.4 million metric tons
(mmt) of raw coal, produced 4.9 mmt of coal concentrate, 2.8 mmt
of coke, 1.3 mmt of pig iron and 0.17 mmt of steel products
(sections and plates). In 2012 the company had revenues of over
US$2.0 billion.

Moody's National Scale Ratings (NSRs) are intended as relative
measures of creditworthiness among debt issues and issuers within
a country, enabling market participants to better differentiate
relative risks. NSRs differ from Moody's global scale ratings in
that they are not globally comparable with the full universe of
Moody's rated entities, but only with NSRs for other rated debt
issues and issuers within the same country. NSRs are designated
by a ".nn" country modifier signifying the relevant country, as
in ".mx" for Mexico.


* UKRAINE: Extends Moratorium on Bankruptcy of Coal Mines
---------------------------------------------------------
Interfax-Ukraine reports that the Ukrainian parliament has
extended a moratorium on the bankruptcy of coal mines until
January 1, 2015.

According to Interfax-Ukraine, some 269 of the 350 registered MPs
voted to amend the law to restore the solvency of the debtor or
declare it bankrupt.

The law extends until January 1, 2015 the moratorium on the
bankruptcy of mining companies in which the state holds a stake
in the charter capital of not less than 25%, Interfax-Ukraine
discloses.



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


BUSINESS MORTGAGE: Fitch Cuts Ratings on Two Tranches to 'CCsf'
---------------------------------------------------------------
Fitch Ratings has affirmed 29 tranches of the Business Mortgage
Finance PLC series and downgraded 11 tranches.

The rating actions follow a review of the transactions'
performance.

KEY RATING DRIVERS
The downgrades result from the high arrears levels and falling
recovery rates for enforced loans, particularly associated with
the later transactions in the series. The affirmations reflect
the increase subordination to the senior note classes through the
sequential paydown.

RATING SENSITIVITIES
Further declines in values of secondary/tertiary commercial
property beyond Fitch's expectations would limit expected
recoveries, causing additional stress on portfolio cash flows.
This would most severely affect those portfolios exposed to
higher loan-to-value ratio loans.

Further stresses on borrowers could come from a rise in interest
rates leading to increases in the volumes of loans in arrears and
default.

The BMF transactions are securitizations of mortgages to small
and medium-sized enterprises and the owner managed business
community.

The rating actions are:

BMF1 (due 2036):

-- GBP7.4m class M (XS0186220769): affirmed at 'AAAsf'; Outlook
    Stable

-- GBP5.3m class B (XS0186221577): affirmed at 'AAsf'; Outlook
    Stable

BMF2 (due 2037):

-- GBP16.1m class M notes (XS0203851380): affirmed at 'AAAsf';
    Outlook Stable

-- GBP10.1m class B notes (XS0203851463): affirmed at 'Asf';
    Outlook Stable

BMF3 (due 2038):

-- GBP3.9m class A1 notes (XS0223481325): affirmed at 'AAAsf';
    Outlook Stable

-- Detachable A1 coupon (XS0223483610): affirmed at 'AAAsf';
    Outlook Stable

-- EUR4.1m class A2 notes (XS0223481598): affirmed at 'AAAsf';
    Outlook Stable

-- Detachable A2 coupon (XS0223483883): affirmed at 'AAAsf';
    Outlook Stable

-- GBP42.5m class M notes (XS0223481838): affirmed at 'Asf';
    Outlook Positive

-- GBP9.5m class B1 notes (XS0223482307): affirmed at 'BBBsf';
    Outlook Negative

-- EUR8m class B2 notes (XS0223482729): affirmed at 'BBBsf';
    Outlook Negative

-- GBP2.5m class C notes (XS0223483024): affirmed at 'BBsf';
    Outlook Negative

BMF4 (due 2045):

-- GBP46.1m class A (XS0249507947): affirmed at 'AAAsf'; Outlook
    Stable

-- Detachable A coupon (XS0250410114): affirmed at 'AAAsf';
    Outlook Stable

-- GBP41.3m class M (XS0249508242): downgraded to 'BBBsf' from
    'Asf'; Outlook Negative

-- GBP15m class B (XS0249508754): downgraded to 'CCCsf' from
    'BBsf'; Recovery Estimate (RE) 60%

-- GBP7.3m class C (XS0249509133): downgraded to 'CCsf' from
    'Bsf'; RE0%

BMF5 (due 2039):

-- GBP39.1m class A1 notes (XS0271320060): affirmed at 'AAsf';
    Outlook Stable

-- Detachable A1 coupon (XS0271321035): affirmed at 'AAAsf';
    Outlook Stable

-- EUR70.4m class A2 notes (XS0271323163): affirmed at'AAsf';
    Outlook Stable

-- Detachable A2 coupon (XS0271323676): affirmed at 'AAAsf';
    Outlook Stable

-- GBP27m class M1 notes (XS0271324724): downgraded to 'Bsf'
    from 'BBsf'; Outlook Negative

-- EUR36.5m class M2 notes (XS0271324997): downgraded to 'Bsf'
    from 'BBsf'; Outlook Negative

-- GBP12m class B1 notes (XS0271325291): affirmed at 'CCCsf';
    RE10%

-- EUR11.5m class B2 notes (XS0271325614): affirmed at 'CCCsf';
    RE10%

-- GBP8.7m class C notes (XS0271326000): affirmed at 'CCsf';
    RE0%

BMF6 (due 2040):

-- GBP55.5m class A1 notes (XS0299445808): affirmed at 'AAsf';
    Outlook Negative

-- Detachable A1 coupon (XS0299535384): affirmed at 'AAAsf';
    Outlook Stable

-- EUR209.8m class A2 notes (XS0299446103): affirmed at 'AAsf';
    Outlook Negative

-- Detachable A2 coupon (XS0299536515): affirmed at 'AAAsf':
    Outlook Stable

-- GBP38m class M1 notes (XS0299446442): downgraded to 'CCCsf'
    from 'Bsf'; RE90%

-- EUR55.6m class M2 notes (XS0299446798): downgraded to 'CCCsf'
    from 'Bsf'; RE90%
-- EUR39.1m class B2 notes (XS0299447507): affirmed at 'CCsf';
    RE0%

-- GBP17.3m class C notes (XS0299447846): affirmed at 'CCsf';
    RE0%

BMF7 (due 2041):

-- GBP113.7m class A1 notes (XS0330211359): downgraded to 'Asf'
    from 'AAsf'; Outlook Stable

-- Detachable A1 coupon (XS0330212597): affirmed at 'AAAsf';
    Outlook Stable

-- GBP38.7m class M1 notes (XS0330220855): downgraded to 'CCCsf'
    from 'Bsf'; RE70%

-- EUR5m class M2 notes (XS0330222638): downgraded to 'CCCsf'
    from 'Bsf'; RE70%

-- GBP12.4m class B1 notes (XS0330228320): downgraded to 'CCsf'
    from 'CCCsf'; RE0%

-- GBP7.9m class C notes (XS0330229138): affirmed at 'CCsf';
    RE0%


FINE WINE: London High Court Bans Directors For 24 Years
--------------------------------------------------------
Bradleigh Anthony Caley and John George Evans who duped people
into investing in a worthless wine business, Fine Wine Vintners
Limited, have been disqualified from acting as company directors
for 12 years each by the High Court in London.

The bans, which follow an investigation by the Insolvency
Service, took effect on March 20, 2013. The disqualification
restricts Mr. Caley and Mr. Evans from managing or controlling
limited companies in any way for the duration of their 12 year
bans.

Investigators found that Mr. Caley, a director of Fine Wine
Vintners and Mr. Evans, who was not a registered director of the
company, had both caused the company to trade in a manner that
lacked commercial probity.

The court heard that between Aug. 25, 2009 and Oct. 8, 2010,
Mr. Caley and Mr. Evans caused Fine Wine Vintners to encourage
members of the public to invest GBP1,562,888 on the understanding
that this would be used to purchase wine.

In reality, only GBP446,756 was used to purchase wine on behalf
of customers. In fact over GBP1 million invested by members of
the public over 14 months was not used to purchase fine wines but
to fund their own lavish lifestyles.

The investigation uncovered that in excess of GBP500,000 was used
to make payments to Mr. Caley, Mr. Evans and their friends,
families and associates. The remainder was used to purchase
properties, fund visits to restaurants, gentlemen's clubs, bars,
and cash withdrawals.

The court heard that Fine Wine Vintners was set up in 2009 to
encourage members of the public to invest in fine wines,
predominantly from the Bordeaux region of France. The majority of
the wine recommended by the company was 'En-Primeur' which
implied it traded in "wine futures", where wines are purchased
whilst the vintage is still in the barrel and thus not bottled or
available to be shipped for at least a year.

Purchasing wine in this manner is very risky as the true value of
the vintage is not known until it is bottled. However, the
company used various tactics to convince the public that it was a
genuine wine broker. Some of those tactics included having a
Mayfair address, which was actually a "virtual office", while
their employees worked out of a "boiler room" in Bromley, Kent.

In addition they used a slick-looking brochure that claimed Fine
Wine Vintners was "one of the UK's leading fine wine traders" and
used "financial discipline, market insight and wine knowledge to
optimise returns". Furthermore, Fine Wine Vintners claimed to
have a network of contacts throughout the UK and Europe and could
arrange the re-sale of wines at a moments notice.

In reality, the company had only been incorporated in 2009 and
their 'brokers' worked from a script and the only 'contacts' the
company had were those of internationally known wine merchants
and wholesalers whose details are readily available to the
general public.

In addition to the slick brochure sent to clients, Fine Wine
Vintners employed brokers who used a technique of hard selling
via telephone and adopted pseudonyms to hide their true
identities.

Brokers would call prospective investors using a list of names
and persuade them to purchase fine wines at a price that was
grossly inflated and made the prospect of gaining a meaningful
return extremely difficult or non-existent.

Mr. Caley or Mr. Evans were not present in court and did not
assist the Insolvency Service with their enquiries.

Commenting on the disqualifications, David Brooks, a Chief
Examiner for the Insolvency Service stated:

"Where investors are told that their funds will be used for a
certain purpose the directors ought to ensure that the company
does what it says it will do.  The fact that clients' trust was
broken and their money lost with limited wine purchased for them
makes this case all the more serious.

"This disqualification should serve as a reminder that the
Insolvency Service will investigate and take action against
unacceptable conduct by company directors and those who are not
appointed but still act as directors."

Fine Wine Vintners Limited entered creditors' voluntary
liquidation on Sept. 30, 2011.


LA MARGHERITA: Restaurant in Liquidation; Sale Talks Ongoing
------------------------------------------------------------
The Daily Echo reports that La Margherita, one of Southampton's
most famous restaurants, has been placed into liquidation.

Restaurateur Nikos Raftopoulos has turned to Fareham-based
business recovery specialists Portland Business and Financial
Solutions to help find a buyer, according to documents seen by
Daily Echo.

The report relates that liquidators Mike Field --
mike.field@portbfs.co.uk -- and Carl Faulds --
carl.faulds@portbfs.co.uk -- said that negotiations were under
way with a prospective purchaser in a bid to save the venue,
which remains open for business.

La Margherita opened for the first time in 1973, under the
original name of the Cabin Crew cafe, in Commercial Road.  The
restaurant moved to Town Quay in 1998 when the area at the top of
Commercial Road was earmarked for development.


SPIRIT DEVIZES: Fashion Firm Goes Into Liquidation
--------------------------------------------------
BBC News reports that 20 jobs have been lost at fashion firm
Spirit (Devizes) Ltd, which has gone into liquidation owing
almost GBP470,000.  Tim Ball, corporate recovery partner at
international accountancy firm Mazars, was named liquidator.

According to BBC News, Mazars said at its peak the firm had a
GBP1 million turnover but had been unable to beat the recession.

Stores in Marlborough and Frome, Somerset, already have new
tenants but the Bradford-on-Avon store is not expected to
re-open, the report relays.

A spokesman for Mazars said the remaining outlet in Devizes and
the company's assets are expected to be sold to an "interested
party - shortly", BBC News reports.

Spirit (Devizes) Ltd employed around 20 people at stores in
Devizes, Marlborough, Bradford on Avon and Frome.


WORLDPAY: Moody's Puts 'Ba3' CFR Under Review for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed the Ba3 Corporate Family Rating
of Ship Luxco 3 Sarl ("WorldPay" or "the company") under review
for downgrade.

Moody's has also downgraded WorldPay's Probability of Default
Rating ("PDR") to B1-PD from Ba3-PD, and concurrently downgraded
the Term Loan A and B, the CAR Facility, and Revolving Credit
Facility to Ba3 from Ba2.

Moody's has also assigned a (P)Ba3 to the approximately GBP700
million new Term Loan C to be issued by Ship Midco Limited, a
subsidiary of the company. All ratings have also been placed
under review for downgrade; which Moody's currently expects to
conclude with a maximum one notch downgrade.

Ratings Rationale:

Moody's rating actions follow the company's announcement to amend
its capital structure including raising an additional Term Loan
C, together with the potential disposal of its US-based merchant
acquiring business unit over the coming months.

Subject to lenders' consent, WorldPay intends to extend its Term
Loan B facilities by 2 years, and to raise a new Term Loan C to
repay its existing GBP343 million mezzanine facility and pay a
dividend. This will increase the company's reported net leverage
to 5.0x compared to 3.7x as of FYE December 2012. The repayment
of the mezzanine debt will remove the junior debt cushion in the
capital structure, resulting in a downgrade of the senior debt to
Ba3 from Ba2, in line with the CFR. The (P)Ba3 rating of the new
Term Loan C (under review for downgrade) reflects its pari passu
ranking with the existing facilities under the SFA. The downgrade
of the PDR to B1-PD reflects the all-bank nature of the revised
capital structure.

The ratings have additionally been placed under review for
downgrade to reflect the company's higher leverage, combined with
its weaker business profile following the disposal of the US
business unit. Moody's expects the proceeds of this disposal will
be used for an additional dividend payment, with leverage
remaining at around 5.0x. In Moody's view, the disposal of the US
business would reduce significantly the size of WorldPay's
operations, concentrate the company's activities on the weak UK
economic environment, and slow down future de-leveraging. Any
downgrade is expected to impact all ratings by the same amount.

In 2012, all of WorldPay's business units experienced income
growth of 4%, 14%, and 17% for UK Streamline, eCommerce, and US,
respectively. This strong performance group-wide led to an
increase in EBITDA (pre separation and exceptionals as reported
by the company) to GBP305 million compared to GBP270 million a
year earlier. Due to significant ongoing P&L and Capex spend
related to the separation process from RBS and the set up of the
operational platform, Free Cash Flow (as calculated by Moody's)
has remained relatively weak in 2012.

Moody's currently expects to conclude the review on completion of
both the refinancing and the US disposal.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in London (UK), WorldPay is a global payment
services provider. The company offers services across the whole
acquiring value chain including transaction capture, processing
and acquiring.


* UK: Fitch Puts 32 Tranches of SF Transactions on Watch Negative
-----------------------------------------------------------------
Fitch Ratings has placed 32 tranches of 10 structured finance
(SF) transactions on Rating Watch Negative (RWN) and maintained
three tranches on RWN. The affected transactions are credit-
linked or have significant credit exposure to the United Kingdom
(UK; 'AAA'/RWN) sovereign.

The rating actions follow the placement of the UK's Long-term
Issuer Default Rating (IDR) on RWN.

KEY RATING DRIVERS

The SF tranches placed or maintained on RWN have either
significant credit exposure or full credit-linkage to the UK
sovereign. As a result, a decline in the credit quality of the UK
sovereign is likely to have a negative effect on the ratings of
these tranches. In taking any rating action following the
resolution of the RWN on the UK sovereign, Fitch will assess the
extent of the sovereign credit exposure for each of the SF
tranches.

Annington Finance No.1 Plc and Sceptre Funding No1 PLC are
commercial property related transactions that rely entirely on
payments from UK central government for note repayment. The ABS
and structured credit (SC) transactions affected are
securitizations of credits relating to the social housing,
student loan and project finance initiative sectors, all of which
indirectly rely on payments from the state.

Leek Finance 17, 18 and 19 are part of a series of RMBS
transactions with loans originated by a subsidiary of The Co-
operative Bank PLC ('BBB+'/'F2'/RWN). As part of a restructuring
in June 2011, UK government gilts were added to the collateral
portfolio, providing a significant portion of the credit
enhancement available to the notes. These additions triggered
upgrades of the mezzanine and junior tranches to match the 'AAA'
of the gilts. The RWN on the UK sovereign is now reflected on the
ratings of these tranches.

RATING SENSITIVITIES

The ratings of the tranches on RWN are sensitive to the ratings
of the UK sovereign.



===============
X X X X X X X X
===============


* EUROPE: Moody's Sees Auto ABS Market Defaults in 3 Countries
--------------------------------------------------------------
The overall performance of auto loan and lease asset-backed
securities (ABS) market in Europe, the Middle East and Africa
(EMEA) continued to improve in January 2013, according to the
latest indices published by Moody's Investors Service.

EMEA ABS cumulative defaults decreased to 1.52% in January 2013
from 1.86% in January 2012 and 60+ day delinquencies diminished
to 0.71% from 0.79% over the same period showing an overall
improvement in the market mostly due to the good performance of
the German market, where cum defaults remained low at 0.38%.

But the positive trend is not supported in all markets.
Cumulative defaults for Italian Auto ABS (only a few outstanding
transactions) increased to 2.04% from 1.39% in January 2012.
These high defaults are mostly due to the performance of Red and
Black Consumer Italy Srl in which defaults stood at 3% in January
2013. The highest default levels remain in Portugal and Spain at
7.48% and 3.70%, respectively, in January 2013. Only two
transactions are outstanding in Portugal (BMORE Finance No. 4 plc
and LTR Finance No. 8 Limited), both have high defaults. BMORE
Finance No. 4 plc has also an unpaid Principal Deficiency ledger
and a very low outstanding pool balance (0.9 million).

On March 11, 2013, Moody's published its new rating methodology
for auto ABS ("Incorporating Sovereign Risk to EMEA Auto Loan
Methodology"), in which it has adjusted its EMEA auto loan
approach using two additional factors: the maximum achievable
rating in a given country and the applicable portfolio credit
enhancement for the rating.

Moody's outlook for German auto ABS collateral is stable. The
rating agency expects that the unemployment rate in Germany will
remain stable at 5.5%, which will keep auto delinquencies stable.
Moody's previously announced its unemployment forecast in
"European ABS and RMBS: 2013 Outlook", December 10, 2012. In the
same outlook, Moody's outlined its forecast that Portugal, Spain
and Italy will remain in economic recession in 2013. As a result,
Moody's expects that delinquencies and defaults will continue to
increase in these countries.

In the quarter to January 2013, Moody's rated 10 new auto ABS
transactions mainly in high rated countries such as Germany, the
UK, Norway and France. The outstanding pool balance of rated
transaction was 29.5 billion in January 2013, 8% higher than in
January 2012 but below the November 2008 peak of 35.2 billion.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than US$3 per
share in public markets.  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.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/booksto order any title today.


                            *********


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., Washington, D.C., USA.
Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
Joy A. Agravante, Ivy B. Magdadaro, Frauline S. Abangan and Peter
A. Chapman, Editors.

Copyright 2013.  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$775 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 Peter Chapman at 215-945-7000 or Nina Novak at
202-241-8200.


                 * * * End of Transmission * * *