---

        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

             Friday, April 11, 2014, Vol. 15, No. 72

                            Headlines

C Z E C H   R E P U B L I C

* CZECH REPUBLIC: Corporate Bankruptcies Up 10% in Q1 2014


F R A N C E

LAFARGE SA: Fitch Puts 'BB+' IDR on Rating Watch Positive


G E R M A N Y

COREALCREDIT BANK: Fitch Raises Sub. Debt Rating From 'BB-'
HSH NORDBANK: Net Loss Widens to EUR814 Million in 2013


G R E E C E

GREECE: Debt Sale Signals a New Phase


K A Z A K H S T A N

* Fitch Says Kazakh Banks Cope with New Challenges, Legacy Woes


N E T H E R L A N D S

QUEEN STREET I: S&P Lowers Rating on Class E Notes to 'B-'


R O M A N I A

TVR: Insolvency Most Acceptable Solution for TV Station


S L O V E N I A

CIMOS: EU Commission Open Probe Into Restructuring Aid


S P A I N

FTA UCI: Fitch Affirms 'Csf' Ratings on Two Tranches
RURALPYME 2 FTPYME: Fitch Affirms 'CCsf' Rating on Class D Notes
TDA TARRAGONA I: S&P Lowers Rating on Class B Notes to 'BB-'


U K R A I N E

* Moody's Takes Rating Actions on 12 Ukrainian Banks


U N I T E D   K I N G D O M

CO-OPERATIVE GROUP: Lord Myners Steps Down Amid Reform Row
HEARTS OF MIDLOTHIAN: To Request for Advance on SPFL Money
INTER DEFENCE: High Court Enters Wind Up Order
LADBROKES PLC: Moody's Affirms 'Ba2' CFR; Outlook Negative
TRADE ELECTRONIX: FRP Advisory Appointed as Administrators

UK COAL: Government Opts to Close Two Mines


U Z B E K I S T A N

AMIRBANK: S&P Suspends 'CCC/C' Counterparty Credit Ratings


X X X X X X X X

* BOOK REVIEW: Creating Value through Corporate Restructuring


                            *********


===========================
C Z E C H   R E P U B L I C
===========================


* CZECH REPUBLIC: Corporate Bankruptcies Up 10% in Q1 2014
----------------------------------------------------------
Czech News Agency (CTK) reports that a total of 613 companies and
self-employed persons were declared bankrupt in the Czech
Republic in the first quarter of this year, a growth of almost 10
percent compared with the first quarter of 2013, according to
data from company Creditreform.

CTK relates that the number of companies going bankrupt fell by
8.5 percent to 343 in January to March. By contrast, the number
of bankruptcies declared by self-employed persons rose by 46
percent to 270.

A total of 9,124 insolvency petitions were filed in the first
quarter, the news agency discloses.

According to CTK, the number of insolvency petitions filed by
companies dropped by 43 percent year-on-year to 390. The fall
might have been caused by a year-on-year decrease in the number
of petitions for insolvency filed by companies in liquidation.

In contrast, the number of insolvency petitions filed by the
self-employed increased by 81 percent to 740, and the number of
insolvency petitions filed by individuals grew by 5 percent to
2,381.

The highest number of insolvency petitions was filed in the
construction industry (139 petitions) in the first quarter,
followed by wholesale (135), retail (99), restaurant and hotel
services, and facility management, adds CTK.



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


LAFARGE SA: Fitch Puts 'BB+' IDR on Rating Watch Positive
---------------------------------------------------------
Fitch Ratings has placed Lafarge SA's 'BB+' Long-term Issuer
Default Ratings (IDR) and senior unsecured bonds on Rating Watch
Positive (RWP), following the announcement of its merger with
Holcim Ltd (Holcim; BBB/Stable).

The RWP reflects Fitch's expectations that Lafarge's IDR could be
upgraded following completion of the merger with Holcim.
However, an upgrade would depend on the combined entity's
financial profile and group structure.  The RWP also reflects the
combined group's improved scale, diversification and market
positions and the synergy potentials between the two companies.
Fitch forecasts FFO adjusted leverage in excess of 3.5x for the
combined group in 2015, given the share-exchange of the two
companies, with no additional debt to be raised by either
company.  Fitch expects substantial disposal proceeds from the
contemplated sale of assets accounting for 10%-15% of group
EBITDA, which could improve the combined group's financial
flexibility, if proceeds are used to repay debt.

KEY RATING DRIVERS

Diversification and Market Position

The announced merger between Holcim and Lafarge will create the
world's largest building materials company, with combined annual
revenues of around CHF39 billion (EUR32 billion).  It will hold
number one market positions in cement, aggregates and ready-mix
products and benefit from the individual companies' complementary
asset base in Latin America and Africa & Middle East.

Synergies

Management aims to reap CHF1.7 billion (EUR1.4 billion) in
synergies over three years through best practices and cross-
utilization, financial savings and optimized capex allocation.
In addition, the group plans to implement CHF500 million in
(EUR410 million) in working capital savings.  These measures will
support the combined group's credit profile in the long term,
although the associated costs will offset the benefits in the
near term.

Disposals Could Improve Leverage

Fitch expects closing of the merger to be contingent on asset
disposals and expect substantial proceeds from the disposal of
around 10%-15% of the combined group's EBITDA.  These could
improve the combined group's financial profile, if proceeds are
used to repay debt, given that the merger is structured as a pure
share deal in a merger of equals and will not incur additional
indebtedness.

RATING SENSITIVITIES

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

   -- Lafarge's rating could be upgraded on completion of the
      merger with Holcim. However, an upgrade would depend on the
      combined entity's financial profile and group structure.

   -- On a standalone basis, an upgrade could occur if the
      company deleverages via operating cash flow, extraordinary
      measures or disposals, leading to an FFO gross leverage
      ratio around or below 3.5x.

   -- Positive FCF on a sustained basis.

   -- FFO fixed charge cover above 3.5x on a sustained basis.

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

   -- A deterioration of trading activity affecting operating
      cash flow generation and resulting in FFO gross leverage in
      excess of 4.5.x on a sustained basis.

   -- Consistently negative FCF.

   -- FFO fixed charge cover below 3.0x on a sustained basis.



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


COREALCREDIT BANK: Fitch Raises Sub. Debt Rating From 'BB-'
-----------------------------------------------------------
Fitch Ratings has upgraded Germany-based COREALCREDIT BANK AG's
Long- and Short-term Issuer Default Ratings (IDR) to 'BBB' and
'F2' respectively, from 'BBB-' and 'F3'.  The Rating Outlook is
Stable.  At the same time, Fitch has withdrawn COREALCREDIT's
Support Rating Floor (SRF) of 'BBB-' and its Viability Rating
(VR) of 'bb'.

Aareal Bank AG's ratings are unaffected by the rating action.

The rating action followed Aareal's completion of the acquisition
of COREALCREDIT announced in December 2013.

KEY RATING DRIVERS - IDRs, SUPPORT RATING, SRF, SENIOR DEBT,
SUBORDINATED DEBT, VR

The upgrades of COREALCREDIT's IDRs and senior debt reflect
Fitch's expectation that Aareal would support COREALCREDIT, if
needed.  The ratings, following the upgrades, are at the same
level as Aareal's VR of 'bbb', reflecting the bank's ability to
provide support from its own resources.  The ratings of
COREALCREDIT also factor in a very strong propensity for Aareal
to support COREALCREDIT, underpinned by a profit-and- loss
sharing agreement between the two financial institutions.

The acquisition by Aareal has resulted in a change of support
source for COREALCREDIT to institutional (from Aareal) from
sovereign (Germany; AAA/Stable), and consequently, in withdrawal
of COREALCREDIT's SRF.  Fitch's expectations of support-driven
ratings for EU banks were expressed in a series of rating action
comments on March 26, 2014, including "Fitch Revises Outlooks on
18 EU Commercial Banks to Negative on Weakening Support", where
Fitch stated that SRFs of EU banks, including Aareal, are likely
to be revised downwards within the next one to two years.  This
would reflect further progress being made in implementing the
legislative and practical aspects of enabling effective bank
resolution frameworks, thereby reducing implicit sovereign
support for the banks.  However, mitigating factors, which could
arise in the meantime, include upgrades of VRs to the level of
current SRFs, significant increases in buffers of junior debt or
corporate actions.

COREALCREDIT's upgraded Short-term IDR of 'F2' is the higher of
two potential Short-term IDRs that map to a Long-term IDR of
'BBB'.  This reflects both the greater likelihood of state
support being available through Aareal to COREALCREDIT in the
short-term as well as Aareal's broader funding franchise, which
should benefit COREALCREDIT's access to liquidity.

COREALCREDIT's capital, funding and liquidity will be managed at
a consolidated level -- meaning COREALCREDIT's liquidity will
benefit from Aareal's sound funding access -- and the profit-and-
loss sharing agreement will mutualize the two banks' earnings.

Consequently, Fitch has withdrawn COREALCREDIT's VR.
COREALCREDIT's subordinated debt ratings are now anchored to and
are one notch below Aareal's VR, based on Fitch's assumption that
support from Aareal to COREALCREDIT will extend to these
securities.

RATING SENSITIVITIES - COREALCREDIT's IDRs, SR, SENIOR DEBT AND
SUBORDINATED DEBT

COREALCREDIT's IDRs, SR, senior and subordinated debt ratings
share the same sensitivities as Aareal's VR.  They are also
sensitive to a weakening in Fitch's assumptions around the
propensity of Aareal to provide timely support to COREALCREDIT.
Any upgrade of Aareal's VR would likely result in an upgrade of
COREALCREDIT's Long-term IDR, SR, senior and subordinated debt
ratings.

COREALCREDIT BANK AG:

  Long-term IDR: upgraded to 'BBB' from 'BBB-', Rating Watch
   Positive removed; Outlook Stable

  Short-term IDR: upgraded to 'F2' from 'F3'; Rating Watch
   Positive removed

  Senior unsecured notes: upgraded to 'BBB' from 'BBB-'; Rating
   Watch Positive removed

  Subordinated debt: upgraded to 'BBB-' from 'BB-'; Rating Watch
   Positive removed

  Support Rating: affirmed at '2'

  Support Rating Floor: withdrawn at 'BBB-'

  Viability Rating: withdrawn at 'bb'


HSH NORDBANK: Net Loss Widens to EUR814 Million in 2013
-------------------------------------------------------
Nicholas Brautlecht at Bloomberg News reports that HSH Nordbank
AG, the world's largest financier of ships, recorded the worst
full-year result since 2008 as the shipping crisis and additional
tax payments prompted the bank to boost provisions.

HSH Nordbank, which was bailed out by its state owners Hamburg
and Schleswig-Holstein in 2009,  said in a statement the lender
saw its loss widen to EUR814 million (US$1.1 billion) from EUR124
million in 2012, Bloomberg relates.  In 2008, the year of the
collapse of Lehman Brothers Holding Inc., HSH Nordbank posted a
loss of EUR3 billion, Bloomberg recounts.

HSH Nordbank, like other financiers of ships, including
Commerzbank AG (CBK) and Norddeutsche Landesbank Girozentrale,
are suffering from rising credit default risks, Bloomberg
discloses.

According to Bloomberg, to cover potential losses at HSH
Nordbank, Hamburg and Schleswig-Holstein raised a guarantee to
EUR10 billion from EUR7 billion, which was approved by the
European Union on a preliminary basis.

The bank, as cited by Bloomberg, said it now expects to draw as
much as EUR1.6 billion from the guarantee from 2019 to 2025,
compared with the EUR1.3 billion previously envisaged.

                       About HSH Nordbank

HSH Nordbank -- http://www.hsh-nordbank.com/-- is a commercial
bank in northern Europe with headquarters in Hamburg as well as
Kiel, Germany.  It is active in corporate and private banking.
HSH's main focus is on shipping, transportation, real estate and
renewable energy.



===========
G R E E C E
===========


GREECE: Debt Sale Signals a New Phase
-------------------------------------
Ben Edwards, Neelabh Chaturvedi and Alkman Granitsas, writing for
The Wall Street Journal, reported that Greece plans to sell a new
bond, and demand appeared strong among investors ready to look
beyond the country's debt crisis.

According to the report, the country's desire to issue the bond,
its first longer-term debt sale since its international bailout
in 2010, was well known. But details of the planned offering and
indications of healthy investor appetite spurred a rally on
April 9 in Greece's existing securities. The yield on the 10-year
Greek bond fell 0.26 percentage point, to close at 5.837%, the
Journal said, citing Tradeweb. Yields fall as prices rise.

The new sale is expected to close April 10, the day before German
Chancellor Angela Merkel arrives for a visit, the report said.
Bankers working on the transaction said investors intended to
place more than EUR11 billion (US$15.2 billion) of orders. The
banks themselves account for EUR1.3 billion of that. People
familiar with the matter said Greece could raise EUR2.5 billion
from the sale.

The bond, which will mature in five years, is likely to pay
investors a return close to 5%, bankers said, the report related.

To a degree, the sale is symbolic: Greece regularly raises more
than EUR1 billion in its semimonthly treasury bill auction, and
the bulk of the government's financing comes through rescue loans
from its euro-zone peers and the International Monetary Fund, the
report noted.



===================
K A Z A K H S T A N
===================


* Fitch Says Kazakh Banks Cope with New Challenges, Legacy Woes
---------------------------------------------------------------
Fitch Ratings says in a newly published report that the outlook
for Kazakhstan's banks remains stable, as a generally supportive
operating environment offsets challenges arising from still
sizable problem legacy corporate loans, rapid growth in consumer
lending and tighter sector liquidity.

The economic background remains broadly supportive for bank
lending, in Fitch's view, given robust GDP growth (2014F: 5.5%),
slightly improving economic diversification and moderate credit
penetration, with net loans amounting to 27% of GDP, or 34% of
non-oil GDP, at end-2013.  However, corporate loan growth has
been limited (12% in 2013), as many large banks remain primarily
focused on work-outs of old exposures.

Problem loan recovery remains slow, due to deep-seated problems
at many distressed borrowers, legal and tax impediments to loan
work outs, and sometimes weak court enforcement of creditor
rights and/or inefficient collateral foreclosures.  Non-
performing loans (overdue by more than 90 days) were a high 33.6%
for the whole sector at end-February 2014, or 18.6% for non-
restructured banks. Reserve coverage of these was 112% and 121%,
respectively, and the sector capital ratio was a solid 18.4%.
However, restructured loans are above 10% at most large banks,
and recognizing significant losses on these exposures would
strain capital positions.

Rapid retail lending growth (27% in 2013) has supported sector
profitability, with pre-impairment profit of non-restructured
banks improving to a solid 5.3% of average assets in 2013 from
3.7% for 2012, and return on average equity rising to 13.6% from
11.1%.  Although household lending is still a moderate 10.3% of
GDP, the cost of servicing this debt is significant, in
particular for lower-income borrowers, because of high rates and
rapid amortization.  In Fitch's view, the newly adopted 50%
regulatory ceiling on borrowers' payment-to-income ratios
(effective from April 2014) should help to limit overheating
risks in the sector, as may proposed measures to limit annual
consumer loan growth and increase regulatory risk weightings.

The sector's funding profile has improved considerably over
recent years as a result of deleveraging, debt write-downs by
restructured banks, and deposit inflows.  However, banks'
liquidity management is complicated by significant deposit
concentrations, a shallow domestic interbank market and limited
refinancing possibilities with the National Bank of Kazakhstan
(NBK).  Potential risks were underscored in February 2014 as the
devaluation of the tenge and an information attack on some banks
caused a 6% retail deposit outflow, forcing the NBK to provide
additional liquidity to the market.

Fitch believes that the 19% devaluation will likely have a
further moderate negative impact on corporate loan quality,
although a high proportion of foreign currency exposures has
already been recognized as problematic, reducing the potential
for additional deterioration.  In addition, the regulator's
attempts to avoid excess liquidity in the system (to prevent
further pressure on the tenge) will be moderately negative for
banking sector growth and profitability in 2014.  However, the
sector capital ratio barely changed as a result of devaluation,
falling to 18.4% on March 1, from 18.6% at end-February,
supported by the regulatory change of accounting for dynamic
reserves; otherwise the ratio would have dropped to 18.0%.



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


QUEEN STREET I: S&P Lowers Rating on Class E Notes to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Queen Street CLO I B.V.

Specifically, S&P has:

   -- Raised to 'AA- (sf)' from 'A+ (sf)' its rating on the class
      B notes;

   -- Affirmed its ratings on the class A1, A2, C1, C2, D1, and
      D2 notes; and

   -- Lowered to 'B- (sf)' from 'B+ (sf)' its rating on the class
      E notes.

The rating actions follow S&P's assessment of the transaction's
performance using data from the latest available trustee report,
dated Feb. 20, 2014.

Queen Street CLO I has been amortizing since the end of its
reinvestment period in April 2013.  Since S&P's March 21, 2012
review, the aggregate collateral balance has decreased by 4.59%
to EUR459.38 million from EUR481.47 million.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class of
notes at each rating level.  In S&P's analysis, it used the
reported portfolio balance that it considers to be performing
(EUR459,381,003), the current weighted-average spread, and the
weighted-average recovery rates that S&P considered appropriate.
S&P incorporated various cash flow stress scenarios using
alternative default patterns, and levels, in conjunction with
different interest and currency stress scenarios.

S&P has observed that EUR15.00 million of the class A1 notes have
amortized since its 2012 review.  S&P has also observed that the
weighted-average recovery rates, the pool's weighted-average
life, and the available credit enhancement has remained stable
over the same period.  S&P noted that the pool's overall credit
quality has improved, the portfolio has become more diverse, and
the weighted-average spread has increased to 378 basis points
(bps) from 313 bps, over the same period.

Non-euro-denominated assets comprise 16.94% of the aggregate
collateral balance.  A cross-currency swap agreement hedges these
assets.  In S&P's cash flow analysis, it considered scenarios
where the hedging counterparty does not perform, and where the
transaction is therefore exposed to changes in currency rates.

Taking into account the results of S&P's credit and cash flow
analysis and the application of its current counterparty
criteria, S&P considers the available credit enhancement for the
class A1 and A2 notes to be commensurate with their currently
assigned ratings.  S&P has therefore affirmed its 'AAA (sf)' and
'AA+ (sf)' ratings on the class A1 and A2 notes, respectively.

Due to the pool's improved credit quality, and the portfolio's
higher diversification and increased weighted-average spread,
S&P's credit and cash flow analysis indicates that the available
credit enhancement for the class B notes is commensurate with a
higher rating than previously assigned.  S&P has therefore raised
to 'AA- (sf)' from 'A+ (sf)' its rating on the class B notes.

S&P's ratings on the class C1, C2, D1, D2, and E notes are
constrained by the results of the largest obligor default test, a
supplemental stress test that S&P introduced in its 2009 criteria
update for corporate collateralized debt obligations (CDOs).

Taking into account the available credit enhancement, after
applying the largest obligor test, S&P has affirmed its 'BBB+
(sf)' ratings on the class C1 and C2 notes and its 'BB+ (sf)'
ratings on the class D1 and D2 notes.

S&P's largest obligor test results and the available credit
enhancement for the class E notes, are no longer commensurate
with its currently assigned rating.  S&P has therefore lowered to
'B- (sf)' from 'B+ (sf)' its rating on the class E notes.

Queen Street CLO I is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  The transaction closed in
January 2007 and its reinvestment period ended in April 2013.
Ares Management Ltd. manages the transaction.

RATINGS LIST

Class              Rating
             To              From

Queen Street CLO I B.V.
EUR550.14 Million Senior Secured Fixed- and
Floating-Rate Notes and Subordinated Notes

Rating Raised

B            AA- (sf)        A+ (sf)

Ratings Affirmed

A1           AAA (sf)
A2           AA+ (sf)
C1           BBB+ (sf)
C2           BBB+ (sf)
D1           BB+ (sf)
D2           BB+ (sf)

Rating Lowered

E            B- (sf)         B+ (sf)



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


TVR: Insolvency Most Acceptable Solution for TV Station
-------------------------------------------------------
Irina Popescu at Romania-Insider.com reports that Romanian
Culture Minister Kelemen Hunor, who is also the president of the
Democratic Alliance of Hungarians in Romania UDMR, believes TVR,
the main state-owned Romanian TV station, should choose the
insolvency path to solve its problems.

Romania-Insider.com relates that Mr. Hunor recently said there
are three main solutions for TVR, which is currently in dire
straits, but in his opinion, the most acceptable one is
insolvency. This way, the television can reach a balance in
expenditures in about a year, the report relays.

"The solution for TVR should be proposed by the Board of
Directors. There are three major solutions at this point:
entering a default state, insolvency, or the dissolution of the
television. I don't know what will be the Board's decision, but
from my point of view, an acceptable solution at this point is
insolvency," said Kelemen Hunor, quoted by local Mediafax,
Romania-Insider.com relays.

This would not mean that the television would go bankrupt, but
rather that there will be an economic recovery plan, he
explained, report Romania-Insider.com.

"In a year and a half, the television can reach a balance in
expenditures. Currently, there are debts of RON 800 million, of
which 500 million to the state budget and 300 million to third
parties and the best solution has to be found for the public
service to work," Mr. Hunor, as cited by Romania-Insider.com,
said.

According to Romania-Insider.com, governmental sources told local
Mediafax that TVR's entry into insolvency becomes a feasible
solution after the Board of Director's appointment at the
Parliament meeting on April 1.

The option to increase the radio-TV tax would only be a momentary
solution, according to the sources. Moreover, TVR needs
restructuring and reorganization and a decision to increase the
tax would only postpone the insolvency, Romania-Insider.com adds.



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


CIMOS: EU Commission Open Probe Into Restructuring Aid
------------------------------------------------------
The Slovenia Times reports that the European Commission has
opened an in-depth investigation to assess whether EUR35 million
in restructuring aid for Cimos complies with EU state aid rules.

According The Slovenia Times, the Commission said Wednesday the
review will seek to determine whether the planned aid will enable
the company to become viable without continued public support and
whether the owners contributed sufficiently to the cost of
restructuring.

In July the Commission provisionally cleared the aid subject to a
commitment by Slovenia to notify a restructuring plan capable of
ensuring the long-term viability of the firm, The Slovenia Times
recounts.

In November 2013, Slovenia submitted the restructuring plan,
which is based on a debt-to-equity conversion of the state's
claim against the company, but the Commission now said it had
"doubts whether the plan complies with the requirements", The
Slovenia Times relates.

The Commission is "concerned that the company owners may not
sufficiently contribute to the restructuring cost," as funding
designated as own contribution by the company may actually come
from state resources and involve additional state aid, The
Slovenia Times says.

The news comes three weeks ahead of a Cimos shareholders' meeting
at which a proposal to convert between EUR112 million and EUR186
million of debt to equity will be put to a vote, The Slovenia
Times notes.

Cimos, which employs 7,000 workers, declared insolvency in early
March, The Slovenia Times recounts.  The group's outstanding
financial debt is about EUR400 million, The Slovenia Times says,
citing business daily Finance.

Cimos is a Slovenian automotive group.



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


FTA UCI: Fitch Affirms 'Csf' Ratings on Two Tranches
-----------------------------------------------------
Fitch Ratings has affirmed the FTA UCI series, four Spanish non-
conforming RMBS transactions originated by Union de Creditos
Immobiliarios (not rated).

KEY RATING DRIVERS

High Portions of Mortgage Renegotiations

The transactions have been strongly affected by mortgage
renegotiations including temporary loan agreements.  These are
offered to troubled borrowers and allow reduction to the loan
instalments for a certain period of time (determined on a case-
by-case basis).  This practice has been in place since 2009 and
has at some point been applied to between 45% (UCI 14 and 15) and
52.5% (UCI 17) of the current collateral.  Between 27.5% (UCI 14)
and 32.8% (UCI 17) of the pool are reported to currently be under
such an agreement.

The temporary loan agreements aim to reduce borrower distress and
have led to a reduction in the number of delinquent borrowers and
are the main driver for the reported stable arrears.  Loans in
arrears by more than three months range between 8.2% (UCI 15) and
10.5% (UCI 16) of the current pool, in line with other Fitch-
rated Spanish non-conforming mortgage transactions.  Nonetheless,
history suggests that the loans which have been subject to a
temporary loan agreement are more likely to roll into default.
Consequently, in its analysis of the transactions the agency
applied more conservative default probability assumptions on
these loans.  Although the scheme increases the cash flow to the
structure by generating some proceeds from borrowers that may
otherwise not be making any payments, Fitch also considers the
renegotiations as a form of delay in the recognition of default,
possibly to the detriment of the senior notes.

The analysis and assumptions led to the affirmation, as the
credit enhancement available to the rated notes is sufficient to
withstand the stresses at the respective rating levels.

Strong Excess Spread

To date, the excess spread generated from the underlying
mortgages has remained high, since the temporary instalment
reduction is mainly achieved by decreasing the principal
component, while keeping the interest component constant.
However, the agency is concerned that as more mortgages exit the
scheme and start rolling to arrears, the excess spread will
decrease accordingly.

Unprovisioned Defaults

UCI 16 and 17 have shown weaker performance than UCI 14 and 15.
Although high, the excess spread has been insufficient to
provision for the large volume of defaulted mortgages in UCI 16
and 17, causing the depletion of the respective cash reserves and
a build-up of unprovisioned defaults (PDL), equivalent to 3.25%
and 4.5% of the note balance, respectively.  Fitch expects the
PDL balances to increase as loans in late-stage arrears roll
through to default and the excess spread declines.

High Observed Market Value Decline

Fitch has observed a high average market value decline (around
60%) on the sale of underlying properties.  This factor has been
included in the analysis by reducing the recovery rates.

RATING SENSITIVITIES

-- A worsening of the Spanish macroeconomic environment,
    especially employment conditions, might jeopardize the
    ability of the underlying borrowers to meet their payment
    obligations.

-- Further deterioration in the performance of borrowers
    previously under temporary loan agreements would lead to more
    conservative assumptions on these borrowers.  This could lead
    to negative rating actions.

-- A reduction in available excess spread combined with volatile
    arrears and a rapid increase in defaults beyond Fitch's
    expectations could trigger negative rating actions.

The rating actions are as follows:

Fondo de Titulizacion de Activos UCI 14:

Class A (ISIN ES0338341003) affirmed at 'BBsf'; Outlook Negative
Class B (ISIN ES0338341011) affirmed at 'Bsf'; Outlook Negative
Class C (ISIN ES0338341029) affirmed at 'CCCsf'; Recovery
  Estimate of 0%

Fondo de Titulizacion de Activos UCI 15:

Class A (ISIN ES0380957003) affirmed at 'BBsf'; Outlook Negative
Class B (ISIN ES0380957011) affirmed at 'Bsf'; Outlook Negative
Class C (ISIN ES0380957029) affirmed at 'CCsf'; Recovery
  Estimate of 0%
Class D (ISIN ES0380957037) affirmed at 'CCsf'; Recovery
  Estimate of 0%

Fondo de Titulizacion de Activos UCI 16:

Class A2 (ISIN ES0338186010) affirmed at 'BB-sf'; Outlook
  Negative
Class B (ISIN ES0338186028) affirmed at 'CCCsf'; Recovery
  Estimate of 0%
Class C (ISIN ES0338186036) affirmed at 'CCsf'; Recovery
  Estimate of 0%
Class D (ISIN ES0338186044) affirmed at 'CCsf'; Recovery
  Estimate of 0%
Class E (ISIN ES0338186051) affirmed at 'Csf'; Recovery Estimate
  of 0%

Fondo de Titulizacion de Activos UCI 17:

Class A2 (ISIN ES0337985016) affirmed at 'Bsf'; Outlook Negative
Class B (ISIN ES0337985024) affirmed at 'CCsf'; Recovery
  Estimate of 0%
Class C (ISIN ES0337985032) affirmed at 'CCsf'; Recovery
  Estimate of 0%
Class D (ISIN ES0337985040) affirmed at 'Csf'; Recovery Estimate
  of 0%


RURALPYME 2 FTPYME: Fitch Affirms 'CCsf' Rating on Class D Notes
----------------------------------------------------------------
Fitch Ratings has upgraded Ruralpyme 2 FTPYME, FTA's class B and
C notes and affirmed class D as follows:

  EUR30.6m Class A2 (G) notes (ISIN ES0374352013): affirmed at
  'AA-sf'; Outlook Stable

  EUR29.1m Class B notes (ISIN ES0374352021): upgraded to 'AA-sf'
  from 'A+sf'; Outlook Stable

  EUR23.2m Class C notes (ISIN ES0374352039): upgraded to 'BBBsf'
  from 'BBsf'; Outlook Stable

  EUR24.05m Class D notes (ISIN ES0374352047): affirmed at
  'CCsf'; Recovery Estimate 50%

Key Rating Drivers

The upgrade of class B and C reflects the increase in credit
enhancement (CE) due to structural amortization and improved
transaction performance.  Class B and C's reported CE has gone up
from 38.79% and 19.74% respectively in February 2013 to 51.61%
and 23.61% respectively in February 2014.

The portfolio factor has reduced to 14.45% of the original
balance.  As of February 2014, the 90+ delinquency rate has
reduced to 4.11% of the outstanding balance from 9.2% as of a
year earlier.  The transaction considers loans in arrears of more
than 18 months to be defaulted.  The current defaults in the
portfolio as of February 2014 are reported at EUR10.85m compared
to EUR7.6m in February 2013.  The reserve fund is currently
reported at EUR19.57m and is sufficient to provision for the
current defaults in the portfolio.

Since the previous review, the class A1 has paid in full and the
structure is currently amortizing in a sequential manner.  Class
A2(G) has started to amortize and is currently reported at 56.94%
of the original balance along with the reported CE of 86.72%.

The class D notes have been affirmed due to the limited CE
available.  Furthermore, the proceeds from the class D notes were
used to fund the reserve fund at closing and consequently the
repayment of the notes is dependent upon the level of the reserve
fund at legal maturity.

The top 10 obligor concentration has gone up to 13.58% in
February 2014 from 12.92% a year earlier.  Similarly, the
industrial concentration has gone up; the real estate and
construction sector currently represents 24.99% of the portfolio
as of February 2014 as compared to 22% as of a year earlier.  The
current real estate and construction sector exposure is less than
the average of real estate exposure for Fitch rated Spanish SME
CLOs.  The portfolio continues to benefit from high security
coverage of the underlying loans where 78% of the loans are
secured by first lien mortgage collateral.

RATING SENSITIVITIES

Applying a 1.25x default rate multiplier to all assets in the
portfolio would not result in downgrade of any of the notes.
Applying a 0.75x recovery rate multiplier to all assets in the
portfolio would not result in downgrade of any of the notes.


TDA TARRAGONA I: S&P Lowers Rating on Class B Notes to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services has lowered to 'BB- (sf)' from
'BB+ (sf)' its credit rating on TDA Tarragona 1, Fondo de
Titulizacion de Activos' class B notes.  At the same time, S&P
has affirmed its 'BB+ (sf)' rating on the class A notes.

The rating actions follow S&P's review of the collateral's credit
quality evolution and its assessment of the counterparty risk it
is exposed to.  S&P's ratings on the notes also reflect its
analysis of the evolution of the transaction's structural
features by applying its cash flow criteria for European
residential mortgage-backed securities (RMBS) transactions.  S&P
has used the latest available portfolio and structural features
information from the February 2014 trustee investor report.

According to the February 2014 trustee investor report, arrears
of more than 90 days (excluding defaults -- defined in this
transaction as loans delinquent for 12 months or longer),
represent 6.04% of the outstanding nondefaulted pool balance,
compared with 5.76% in March 2013.  As of the end of December
2013, the ratio of gross cumulative defaults over the original
loan balance increased to 9.19%, from 4.21% on our Dec. 12, 2012
review.  S&P expects cumulative defaults to continue to increase,
due to the high number of long-term delinquencies that will
become defaults.

In December 2012, the issuer had partially drawn on the reserve
fund to pay for collateral loans that had defaulted since closing
in November 2008.  At that time, the reserve fund was at 27.08%
of its required level.  Since the June 2013 interest payment date
(IPD), the reserve fund has been fully depleted.  As a result,
the available credit enhancement for all classes of notes has
significantly decreased.  Only excess spread (55 basis points)
left by the interest rate swap currently provides credit
enhancement for the notes.

The class A notes had 4.52% available credit enhancement (based
on the performing balance, including arrears of up to 90 days
plus the reserve balance) in December 2012.  As of the March 2014
IPD, the class A notes' asset collateralization was -0.72%.  If
S&P calculates the available credit enhancement based on the
pool's nondefaulted balance, the class A notes credit enhancement
has decreased to 5.36% from 8.97% over the same period.

The reduction of the credit enhancement for the class B notes has
been more severe.  The notes are now fully undercollateralized,
from being 4.81% undercollateralized a year ago (based on the
performing balance, including arrears of up to 90 days plus the
reserve balance).  The available credit enhancement based on the
non-defaulted balance has decreased to 0.18% from 4.61% over the
same period.  As the available performing portfolio balance will
continue to decrease, it will further weaken the notes'
collateralization.

The transaction's servicer, Catalunya Banc S.A., is also the
servicer for all of the Hipocat RMBS transactions.  The
transactions' performance, especially since 2012, may indicate a
deterioration of operational risk, in our view.  S&P has taken
this risk into account in its credit analysis for TDA Tarragona
I.

At closing, the trustee entered into an interest swap contract
with Cecabank S.A.  This agreement provides protection against
adverse interest rate resetting and interest-rate movements.  The
swap provider will pay to the issuer three-month Euro Interbank
Offered Rate (EURIBOR) plus the weighted-average margin of the
class A, B, and C notes, plus a guaranteed margin of 55 basis
points.  In S&P's view, the swap contract provides substantial
credit enhancement for the notes.

Under the transaction documents, if S&P's long-term issuer credit
rating (ICR) on the swap provider falls below 'BBB+', the
transaction enters a 60-day remedy period, in which the swap
counterparty should replace itself with a 'BBB+' rated entity or
find an 'BBB+' rated guarantor.  Cecabank's rating is below the
documented required level and did not take the documented
remedial actions.  Therefore, S&P cannot give credit to the swap
agreement at a rating level above the long-term ICR on the swap
provider, and S&P conducted its cash flow analysis assuming that
the transaction does not benefit from any support from the
interest rate swap provider.  In this scenario and under S&P's
current counterparty criteria, the class A and B notes cannot
achieve a higher rating than its 'BB+' long-term (ICR) on
Cecabank.

According to S&P's analysis, the available credit enhancement for
the class A notes is sufficient to withstand the credit and cash
flow stresses that it applies at a 'A' rating level.  However,
the rating on this class of notes is constrained by the ICR on
the swap counterparty.  S&P has therefore affirmed its 'BB+ (sf)'
rating on the class A notes.

"In our cash flow analysis for the class B notes, we assumed that
commingling risk is mitigated at the current rating category.  We
therefore assumed no commingling risk, based on the servicer's
credit quality.  The class B notes are no longer constrained by
our long-term ICR on the swap counterparty, as our analysis
indicates that the maximum rating achievable for the class B
notes is below our long-term ICR on the swap provider.  In our
view, the class B notes can no longer maintain their currently
assigned rating due to their deteriorating available credit
enhancement.  We have therefore lowered to 'BB- (sf)' from 'BB+
(sf)' our rating on the class B notes," S&P said.

TDA Tarragona I is a Spanish RMBS transaction, that closed in
November 2007.  It securitizes a portfolio of residential
mortgage loans, most of which are originated by real estate
agents.  The loans are secured over Spanish properties, mainly in
Catalonia (95.13% of the balance of the outstanding pool).  Loans
granted to second home-buyers currently represent 11% of the
pool, and loans granted to self-employed borrowers account for
6.3% of the pool's outstanding balance.  Catalunya Banc
(previously Caixa D'Estalvis de Tarragona) originated the
underlying loans.

The observed ongoing potential roll-over of severe delinquencies
into defaults, given the recent performance, may further affect
S&P's ratings on the notes.

RATINGS LIST

Class       Rating           Rating
            To               From

TDA Tarragona I, Fondo de Titulizacion de Activos
EUR397.4 Million Mortgage-Backed Floating-Rate Notes

Rating Lowered

B           BB- (sf)         BB+ (sf)

Rating Affirmed

A           BB+ (sf)



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


* Moody's Takes Rating Actions on 12 Ukrainian Banks
----------------------------------------------------
Moody's Investors Service has taken rating actions on 12
Ukrainian banks and one leasing company following the weakening
of Ukraine's credit profile reflected in Moody's downgrade on
April 4, 2014 of the Ukrainian government bond rating to Caa3
(negative) from Caa2 (negative). The rating actions also follow
the related adjustments to the foreign-currency deposit ceiling
to Ca from Caa3 and to the foreign-currency bond ceiling to Caa2
from Caa1. Moody's has assigned negative outlooks to all affected
banks' ratings. Specifically, Moody's has:

(1) lowered the baseline credit assessments (BCAs) of 11
     Ukrainian banks;

(2) downgraded the local-currency deposit ratings and local and
     foreign-currency debt ratings of 10 banks and one leasing
     company in Ukraine;

(3) affirmed the local-currency deposit ratings and local and
     foreign-currency debt ratings and the NSRs of two Ukrainian
     banks;

(4) downgraded the National Scale Ratings (NSR) of eight
     Ukrainian banks and one leasing company.

At the same time, the rating agency has downgraded the foreign-
currency deposit rating of twelve Ukrainian banks due to the
lowering of the country ceiling on foreign-currency deposit
ratings to Ca.

Moody's adds that the local-currency bank deposit and bond
ceiling of Caa1 remain unchanged. These ceilings cap the maximum
ratings that can be assigned to banks and other issuers domiciled
in the country.

Ratings Rationale

BCAs

Moody's says the downward revision of the BCAs of 11 Ukrainian
banks is driven by the high dependence of their businesses on the
domestic macroeconomic and financial environment.

Consequently, Moody's lowered the BCAs of 10 banks by one notch
to caa3 from caa2 and one bank's BCA by two notches to caa3 from
caa1. These banks' BCAs are now in line with Ukraine's government
debt rating, reflecting Moody's view that the banks'
creditworthiness is highly correlated to that of their national
government due to their holdings of government debt and/or the
shared exposure of their financial health to the country's
macroeconomic environment.

Foreign-Currency Debt and Local Currency Deposit And Debt Ratings

The local-currency deposit and debt ratings, as well as foreign-
currency debt ratings of eight of the 12 Ukrainian banks (whose
BCAs were lowered) were consequently downgraded by one or two
notches, in line with the downgrade of their BCAs. Two more
banks' local-currency debt and deposit and foreign-currency debt
ratings -- which receive notching uplift from parental support --
were affirmed at Caa1 level, while ratings of two more banks
(incorporating parental support considerations) were downgraded
to Caa2 from Caa1. All of these banks' local-currency deposits
and debt as well as their foreign-currency debt ratings carry a
negative outlook, in line with the sovereign rating outlook.

Foreign-Currency Deposit Ratings

The lowering of Ukraine's foreign-currency deposit ceiling to Ca
led to the downgrade of 12 banks' foreign-currency deposit
ratings to the same level. All the banks' foreign-currency
deposit ratings carry a negative outlook, in line with the
sovereign rating outlook.

What Could Move The Ratings Up/Down

Moody's considers that upward rating pressure is unlikely in the
near term, because the key drivers of the actions are related to
the downgrade of the government rating to Caa3, which carries a
negative outlook. In the long term, an improving operating
environment may exert upward pressure on the Ukrainian banks'
ratings. An improvement in Ukraine's credit-risk profile could
also have positive rating implications. Conversely, deterioration
in the banks' operating environment, further deterioration in
Ukraine's credit risk profile and/or a weakening of the banks'
standalone financial fundamentals could exert downward pressure
on the ratings.

The following rating actions were taken:

Privatbank

  BFSR of E affirmed, now equivalent to a caa3 BCA (formerly
  caa1)

  Long-term local-currency deposit rating downgraded to Caa3 from
  Caa1

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  Long-term foreign-currency senior unsecured debt rating
  downgraded to Caa3 from Caa1

  Long-term foreign-currency subordinated debt rating downgraded
  to Ca from Caa2

  The BFSR carries no specific outlook; all the other long-term
  global-scale ratings carry a negative outlook

OTP Bank (Ukraine)

  BFSR of E affirmed, now equivalent to a caa3 BCA (formerly
  caa2)

  Long-term local-currency deposit rating of Caa1 affirmed

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  NSR of Ba3.ua affirmed

  The BFSR and the NSR carry no specific outlook; all the other
  long-term global-scale ratings carry a negative outlook

Ukreximbank

  BFSR of E affirmed, now equivalent to a caa3 BCA (formerly
  caa2)

  Long-term local-currency deposit rating downgraded to Caa3 from
  Caa2

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  Long-term foreign-currency senior unsecured debt rating
  downgraded to Caa3 from Caa2

  Long-term foreign-currency subordinated debt rating downgraded
  to Ca from Caa3

  The BFSR carries no specific outlook; all the long-term global-
  scale ratings carry a negative outlook

Raiffeisen Bank Aval

  BFSR of E affirmed, now equivalent to a caa3 BCA (formerly
  caa2)

  Long-term local-currency deposit rating downgraded to Caa2 from
  Caa1

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  NSR downgraded to B3.ua from of Ba3.ua

  The BFSR and the NSR carry no specific outlook; all the long-
  term global-scale ratings carry a negative outlook

Subsidiary Bank Sberbank Of Russia

  BFSR of E affirmed, now equivalent to a caa3 BCA (formerly
  caa2)

  Long-term local-currency deposit rating of Caa1 affirmed

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  NSR of Ba3.ua affirmed

  The BFSR and the NSR carry no specific outlook; all the long-
  term global-scale ratings carry a negative outlook

First Ukrainian International Bank, PJSC

  BFSR of E affirmed, now equivalent to a caa3 BCA (formerly
  caa2)

  Long-term local-currency deposit rating downgraded to Caa3 from
  Caa2

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  Long-term foreign-currency senior unsecured debt rating
  downgraded to Caa3 from Caa2

  NSR downgraded to Caa3.ua from B3.ua

  The BFSR and the NSR carry no specific outlook; all the long-
  term global-scale ratings carry a negative outlook

Pivdennyi Bank, JSCB

  BFSR of E affirmed, now equivalent to a caa3 BCA (formerly
  caa2)

  Long-term local-currency deposit rating downgraded to Caa3 from
  Caa2

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  Long-term local-currency senior unsecured debt rating
  downgraded to (P)Caa3 from (P)Caa2

  NSR Deposit rating and MTN program downgraded to Caa3.ua from
  B3.ua

  The BFSR and the NSR carry no specific outlook; all the long-
  term global-scale ratings carry a negative outlook

Savings Bank of Ukraine

  BFSR of E affirmed, now equivalent to a caa3 BCA (formerly
  caa2)

  Long-term local-currency deposit rating downgraded to Caa3 from
  Caa2

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  Long-term local-currency senior unsecured debt rating
  downgraded to Caa3 from Caa2

  Long-term foreign-currency senior unsecured debt rating
  downgraded to Caa3 from Caa2

  NSR Deposit and senior unsecured debt downgraded to Caa3.ua
  from of B3.ua

  The BFSR and the NSR carry no specific outlook; all the long-
  term global-scale ratings carry a negative outlook

Credit DNEPR Bank

  BFSR of E affirmed, now equivalent to a caa3 BCA (formerly
  caa2)

  Long-term local-currency deposit rating downgraded to Caa3 from
  Caa2

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  NSR downgraded to Caa3.ua from B3.ua

  The BFSR and the NSR carry no specific outlook; all the long-
  term global-scale ratings carry a negative outlook

Prominvestbank

  BFSR of E affirmed, now equivalent to a caa3 BCA (formerly
  caa2)

  Long-term local-currency deposit rating downgraded to Caa2 from
  Caa1

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  Long-term local-currency senior unsecured debt rating
  downgraded to Caa2 from Caa1

  NSR Deposit and senior unsecured debt downgraded to B3.ua from
  of Ba3.ua

  The BFSR and the NSR carry no specific outlook; all the long-
  term global-scale ratings carry a negative outlook

Vab Bank

  BFSR of E affirmed, now equivalent to a caa3 BCA (formerly
  caa2)

  Long-term local-currency deposit rating downgraded to Caa3 from
  Caa2

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  Long-term foreign-currency debt rating downgraded to Caa3 from
  Caa2

  NSR downgraded to Caa3.ua from B3.ua

  The BFSR and the NSR carry no specific outlook; all the long-
  term global-scale ratings carry a negative outlook

Bank Finance And Credit JSC

  BFSR of E with equivalent to a ca BCA unaffected

  Long-term local-currency deposit rating downgraded to Caa3 from
  Caa2

  Long-term foreign-currency deposit rating downgraded to Ca from
  Caa3

  NSR downgraded to Caa3.ua from B3.ua

  The BFSR and the NSR carry no specific outlook; all the long-
  term global-scale ratings carry a negative outlook

Raiffeisen Leasing Aval

  Long-term national scale issuer rating downgraded to B3.ua from
  Ba3.ua

  Long-term national scale corporate family rating downgraded to
  B3.ua from Ba3.ua

  The NSR carries no specific outlook.



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


CO-OPERATIVE GROUP: Lord Myners Steps Down Amid Reform Row
----------------------------------------------------------
Andrew Bounds and John Aglionby at The Financial Times report
that Lord Myners, the senior independent director of the
Co-operative Group, tendered his resignation amid growing
opposition to his plans to reform UK's biggest mutual.

The chain of supermarkets, funeral homes and pharmacies has now
lost its chief executive and senior director within weeks of each
other, the FT notes.

According to the FT, the Co-op Group confirmed Lord Myners, the
former Labour City minister, had tendered his resignation as a
director but said he would continue with his review of its
governance.

The group is expected to report a GBP2 billion loss on April 17
and has struggled since a GBP1.5 billion capital hole was
uncovered in the Co-op Bank's balance sheet in May, the FT
discloses.

The bank had to be rescued by bondholders and is now majority-
owned by hedge funds and other investors, the FT recounts.  In
November, the bank's former chairman, Paul Flowers, whose
embarrassing lack of financial knowledge had already been
exposed, was filmed allegedly buying drugs, relays.

Lord Myners was brought on board by the Co-op Group in December,
having said that its "failed" board needed to take responsibility
for the mistakes at the bank, the FT relates.

However, the reform efforts suffered a blow in March when Euan
Sutherland, chief executive, resigned after just 10 months,
calling the group "ungovernable", the FT notes.

The Co-op Bank is set to report big losses when its delayed
results are announced this week, the FT says.  It requires an
additional GBP400 million to cover the cost of mis-selling
scandals with the Co-op needing to contribute GBP120 million to
prevent its stake in the bank falling below 30%, according to the
FT.

Richard Pennycook, a former Wm Morrison finance director, is the
acting chief executive, the FT discloses.

Co-operative Group is a mutually owned food-to-funerals
conglomerate.  Founded in 1863, the Co-op Group has more than six
million members, employs more than 100,000 people, and has
turnover of more than GBP13 billion.


HEARTS OF MIDLOTHIAN: To Request for Advance on SPFL Money
----------------------------------------------------------
Stuart Bathgate at The Scotsman reports that BDO, as
administrators of the Hearts of Midlothian Football Club, on
Tuesday night were still preparing to submit an application to
the Scottish Professional Football League for early payment of
the money they are due to receive at the end of the season.

According to The Scotsman, with money due to run out around the
end of this month and no date yet confirmed for final approval of
the Company Voluntary Arrangement which is designed to take
Hearts out of administration, BDO is committed to doing
everything it can to ensure the Tynecastle club can fulfill its
post-split fixtures.

On Tuesday night, the SPFL had yet to receive an official
approach from Hearts or BDO, The Scotsman notes.  Until the
league body knows the precise nature of the request they will not
say how favorably they might treat it -- but there is a useful
precedent from Hearts' point of view in the case of Gretna, The
Scotsman states.

However, even if its approach is successful, Hearts will only
receive about an extra GBP100,000, The Scotsman says.

Bryan Jackson of BDO remained in Lithuania on Tuesday and is
expected to be there for the rest of the week at least, The
Scotsman discloses.  He is scheduled to have further talks with
the administrators of Ukio Bankas, whose creditors have yet to
approve the transfer of the shares and security they hold, The
Scotsman notes.

                    About Hearts of Midlothian

Hearts of Midlothian Football Club, more commonly known as
Hearts, is a Scottish professional football club based in Gorgie,
in the west of Edinburgh.

Hearts went into administration after the Scottish FA opened
disciplinary proceedings against the club.  BDO was appointed
administrators on June 19.


INTER DEFENCE: High Court Enters Wind Up Order
----------------------------------------------
Inter Defence Security Limited, a Manchester-based company which
used misleading and objectionable sales practices to induce
customers to purchase monitored alarm systems, has been wound up
in the High Court following an investigation by the Insolvency
Service.

The investigation found that the company generated GBP595,301
from sales in the first nine months of trading.

Commenting on the case, Colin Cronin, Investigation Supervisor
said: "Inter Defence Security Limited made a number of serious
misrepresentations when selling its alarm systems to customers.
It was of particular concern to the court that many of the
company's customers were elderly and believed that they had
bought a system which provided for rapid response by the Police
and Fire Service.

"The Insolvency Service will take firm action against companies
which mislead the public in this way."

The investigation found that in its advertising, the company
falsely implied that its alarm system was approved by the
Association of Chief Police Officers (ACPO); falsely stated that
the alarm system was free when, in reality, customers had to
enter into lengthy monitoring contracts, paying amounts of up to
oe5,695; and falsely implied that the alarm system covered rapid
response by the emergency services.

The investigation also found that, in many instances, alarm
systems were installed prior to the expiry of the statutory
cooling-off period to which customers are entitled when entering
into contracts in their own homes.

The petition to wind-up Inter Defence Security Limited was
presented under s124A of the Insolvency Act 1986 on Jan. 29,
2014. The company was wound-up on April 1, 2014.


LADBROKES PLC: Moody's Affirms 'Ba2' CFR; Outlook Negative
----------------------------------------------------------
Moody's Investors Service affirmed Ladbrokes Plc' CFR Ba2, PDR
Ba2-PD ratings and Ladbrokes Group Finance Plc's Ba2 senior
unsecured rating. The outlook has changed to negative from
stable.

Ratings Rationale

The change in outlook reflects: (1) the deterioration in the
financial metrics following the FY 13 weak operating performance;
(2) the adverse changes in taxation for gaming machines announced
with the 2014 UK Budget and the threat of further regulatory
actions in this segment; and (3) the execution risk inherent with
the turnaround of the digital division and the tax on remote
gambling from December 2014.

Ladbrokes' net revenue (excluding high rollers) grew by 5.5% in
2013. However, EBITDA, as adjusted by Moody's, decreased by
approximately 24% to GBP244 million and EBITDA margin fell to 22%
from 29%. This decline in profitability both in absolute amount
and in margin resulted in an adjusted net debt/EBITDA ratio at
4.4x and an adjusted RCF/net debt ratio at 11% trending towards
our guidance of 4.5x and 10% respectively.

The disappointing operating performance reflected weaknesses in
the UK retail division, with new store openings and retail
optimization offset by like-for-like pressures and increased
content and tax costs, which also led to profit warnings. The
company's digital division also significantly underperformed,
with the transition into the Playtech platform and the lack of a
competitive online offering.

Moody's expects some recovery in 2014 triggered by a more
favorable economic environment in the UK, the renovated gaming
machines estate, the broader sport content and broadcast
facilities in the UK retail division, the partnership with
Playtech and the launch of a more compelling online offering, and
to lesser extent by the FIFA World Cup. However, the resulting
improvements in performance and financial metrics, visible in the
second half of 2014, will likely be offset in 2015 by adverse
changes to the taxation regime.

The UK Government announced in the 2014 Budget a 5% increase to
25% in the Machine Games Duty from March 2015. Ladbrokes has
indicated that this would have a negative annual impact of about
GBP20 million. The Government also confirmed the Point of
Consumption tax on remote gambling from December 2014. If this is
at a rate of 15 per cent, as widely expected, it would result in
an additional annual outflow of about GBP25 million based on 2013
results.

Although Ladbrokes will seek to mitigate the impact via cost
reduction initiatives, this is likely to result in deterioration
of cash flow generation and other financial metrics in 2015,
partially subject to dividend distributions.

Gaming machines are currently the focus of considerable public
interest, with the Department of Culture, Media and Sport and the
Responsible Gaming Trust expected to publish reports on this
topic before Easter and in autumn 2014 respectively. These could
result in further adverse regulatory actions for this segment
which could put additional pressure on the ratings.

Although Moody's expect benefits from the partnership with
Playtech, turnaround of the digital division could take longer
than expected considering the highly competitive nature of the
online industry, which could further intensify and require
significant marketing spend.

Rationale For Negative Outlook

The negative outlook on the ratings reflects Ladbrokes' weak
positioning in its rating category, together with the possibility
of additional adverse regulatory changes that could result in
further deterioration of credit metrics.

What Could Change The Rating Up/Down

A downgrade of the ratings could occur if Moody's expect that
Ladbrokes' adjusted debt/EBITDA might remain above 4.5x, or if
free cash flow turns zero, or if there any weakening of the
company's liquidity profile. A downgrade could also occur as a
result of delays in the digital division turnaround, or negative
regulatory actions on gaming machines.

To stabilize the outlook, Moody's would expect Ladbrokes to
succeed in its digital growth strategy whilst maintaining solid
earnings base in the remaining divisions, implement adequate cost
reductions ahead of the 2015 tax headwinds, translating into an
adjusted debt/EBITDA ratio sustainably below 4x.

Ladbrokes is of the UK leading retail bookmaker by number of
stores and the leading operator of betting and gaming brands,
notably in the UK, one of the largest markets for gambling. The
company is also one of the leading providers of telephone and
online betting. In 2013, Ladbrokes generated approximately
GBP1.1 billion of net revenues and GBP 185 million of EBITDA
(GBP244 million as adjusted by Moody's). Established in 1886,
company has been listed in the London Stock Exchange since 1967
and employs approximately 15,000 people.


TRADE ELECTRONIX: FRP Advisory Appointed as Administrators
----------------------------------------------------------
InsiderMedia reports that Trade Electronix in Digbeth has ceased
to trade following the appointment of insolvency specialists from
FRP Advisory.

Steve Stokes -- steve.stokes@frpadvisory.com -- and Chris
Stirland -- chris.stirland@frpadvisory.com -- from FRP Advisory
were appointed as joint administrators to the company on
March 11, 2014, the report relates.

Mr. Stokes told Insider the business ceased to operate as a going
concern after a deterioration in trading conditions had put
unsustainable pressure on its cash flow and its former directors
made all of the staff redundant.

"The joint administrators at FRP Advisory are now fulfilling
their statutory duties in realising the assets of the business in
the interests of all the creditors," the report quotes Mr. Stokes
as saying.


UK COAL: Government Opts to Close Two Mines
-------------------------------------------
Belfast Telegraph reports that the U.K. Government decided there
was no case for investment to keep two of the last three sites
operated by UK Coal open in the long term.

According to Belfast Telegraph, ministers have agreed to a GBP10
million loan, alongside GBP10 million from the private sector, to
support the "managed closure" of the mines at Kellingley in North
Yorkshire and Thoresby in Nottinghamshire.

The sites are to be wound down by autumn 2015, Belfast Telegraph
discloses.

The Government backing spares the company the prospect of
immediate insolvency which would have cost the Treasury
"significant losses and liabilities" from redundancies and unpaid
taxes, Belfast Telegraph says.

In a written statement to MPs, energy minister Michael Fallon
said the Government intended to participate in a private sector-
led consortium "to avoid the immediate insolvency of UK Coal",
Belfast Telegraph relates.

The proposal, which ministers have been considering since
March 21, would see the deep pits face a phased shutdown and UK
Coal's six surface mines sold off, according to Belfast
Telegraph.

Mr. Fallon told MPs that the Government's agreement to
participate was subject to final terms "that provide adequate
protection to taxpayers" as well as assurance of backing from all
parties including trade unions, Belfast Telegraph notes.

Mr. Fallon, as cited by Belfast Telegraph, said directors of UK
Coal had approached the Government at the end of January to
report that a falling coal price, exchange rates and other
factors meant that "the viability of the business was potentially
in doubt".

It is understood that private sector investment will come from
rival mining group Hargreaves Services and Harworth Estates,
landlord of the two mines, Belfast Telegraph notes.

UK Coal plc -- http://www.ukcoal.com/-- is a United Kingdom-
based company engaged in surface and underground coal mining,
property regeneration and management, and power generation.



===================
U Z B E K I S T A N
===================


AMIRBANK: S&P Suspends 'CCC/C' Counterparty Credit Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services suspended its 'CCC' long-term
and 'C' short-term counterparty credit ratings on Uzbekistan-
based Amirbank.  The outlook at the time of suspension was
stable.

The rating suspension reflects Standard & Poor's lack of receipt
of timely information that it considers of satisfactory quality
from the issuer, in accordance with its applicable criteria and
policies.  In particular, S&P has not received the bank's recent
financial statements or any other information related to the
bank's current or prospective activities.

S&P may reinstate the ratings on Amirbank after the receipt and
analysis of the information that S&P needs to maintain the
ratings, and if S&P believes such information will be supplied on
an ongoing basis.  If S&P do not receive sufficient and reliable
information to maintain the ratings in the next three months, it
will withdraw the ratings.



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


* BOOK REVIEW: Creating Value through Corporate Restructuring
-------------------------------------------------------------
Author: Stuart C. Gilson
Publisher: Wiley
Hardcover: 516 pages
List Price: $79.95
Review by David M. Henderson

Most business books fall into two categories. The first is very
important. It is like that stuff you have to drink before you
have a colonoscopy. You keep telling yourself, this is very
good for me, while you would rather be at the beach reading
Liar's Poker or Barbarians at the Gate.

Stuart Gilson, of the Harvard Business School, has managed to
write a book important to everybody in the distressed market
that is also quite enjoyable. His prose is fluid and succinct
and a pleasure to read. But don't take my word for it. The
dust jacket endorsements come from Jay Alix, Martin Fridson,
Harvey Miller, Arthur Newman, and Sanford Sigoloff. At a
collective gazillion dollars a billing hour, that's a lot of
endorsement.

Be advised that this is designed as a text book. The case study
format might be off-putting to some. The effect can be jarring
as you read the narrative history of the case and suddenly
confront the financial statements without any further clue as to
what to do, but this must be what it is like for the turnaround
manager. Even after reading several of the cases, when I got to
the financials I had that sinking feeling of, what do I do now?
If you read carefully, clues to the solutions are in the
introductions.

The book is divided into three "modules", bizspeek for sections:
Restructuring Creditors' Claims,. Restructuring Shareholders'
Claims, and Restructuring Employees' Claims. The text covers 13
corporate restructurings focusing on debt workouts, vulture
investing, equity spinoffs, tracking stock, assete divestitures,
employee layoffs, corporate downsizing, M & A, HLTs, wage
givebacks, employee stock buyouts, and the restructuring of
employee benefit plans. That's a pretty comprehensive survey,
wouldn't you say? Dr. Gilson's chapter on "Investing in
Distressed Situations" is an excellent summary of the distressed
market and a good touchstone even for seasoned vultures.

Even in the two appendices on technical analysis, this book is
marvelously free of those charts and graphs that purport to show
some general ROI of distressed investing. Those are cute,
aren't they? As Judy Mencher has famously said, "You can buy
the paper at 50 thinking it's going to 70, but it can just as
easily go to 30 if you are not willing to act on it." Therein
lies the rub and the weakness, if inevitable, of this or any
book on corporate restructurings. As Dr. Gilson notes, no two
are alike, and the outcome is highly subjective, in our out of
Court, but especially in Chapter 11. Is the Judge enthralled by
Jack Butler as Debtor's Counsel or intimidated by Harvey Miller
as Debtor's Counsel? Are you holding "secured" paper only to
discover that when it was issued the bond counsel forgot to
notify the Indenture Trustee of the most Senior debt? Is
somebody holding Junior paper that you think is out of the money
only to have Hugh Ray read the fine print and discover that the
"Junior" paper is secured? This is the stuff of corporate
reorganizations that is virtually impossible to codify into a
textbook.

That said, this is an especially valuable text for anybody
working in the distressed market. As a Duke grad, I tend to be
disdainful of all things Harvard, but having read Dr. Gilson's
book, I am enticed to encamp by the dirty waters of the Charles
long enough to take his course, appropriately entitled,
"Creating Value Through Corporate Restructuring."


                            *********

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, and Peter A. Chapman,
Editors.

Copyright 2014.  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 * * *