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

                           E U R O P E

           Tuesday, April 10, 2018, Vol. 19, No. 070


                            Headlines


C R O A T I A

AGROKOR DD: Sberbank to Own 30% Stake Under Debt Settlement Terms


G E O R G I A

GEORGIAN OIL: Fitch Alters Outlook to Pos., Affirms BB- IDR


G E R M A N Y

SENVION SA: Moody's Lowers CFR to B2, Outlook Stable


I R E L A N D

CHAVES SME: Moody's Withdraws C(sf) Rating on Class E Notes
MARLAY PARK: Fitch Rates EUR11.6MM Class E Notes 'B-sf'


I T A L Y

PIAGGIO & C: S&P Raises Long-Term Issuer Credit Rating to BB-


K A Z A K H S T A N

ALFA BANK: Fitch Affirms BB- Long-Term IDR, Outlook Stable
NOMAD INSURANCE: A.M. Best Cuts FSR to C++(Marginal)


L U X E M B O U R G

COVERIS HOLDINGS: Moody's Affirms B3 CFR, Outlook Stable


N E T H E R L A N D S

BNPP IP 2015-1: Moody's Assigns (P)B2 Rating to Cl. F Sr. Notes
RBS HOLDINGS: Moody's Withdraws (P)Ba1 Subordinate Shelf Rating


P O L A N D

MINOX SA: Creditor Files Bankruptcy Motion


R U S S I A

BANK VVB: Put on Provisional Administration, License Revoked
FEDERAL PASSENGER: Fitch Affirms BB+ IDR, Outlook Positive
SISTEMA PJFSC: S&P Affirms 'B+' Issuer Credit Rating
SOLLERS-FINANCE LLC: Fitch Alters Outlook to Pos., Affirms B+ IDR


U N I T E D   K I N G D O M

CONVIVIALITY PLC: Bestway Direct Acquires Retail Business
HOMEBASE: Westfarmers Chair to Visit UK Stores, Explores Options
MORPHEUS EUROPEAN 19: Fitch Affirms Then Withdraws D Loan Rating
NEX GROUP: Moody's Reviews (P)Ba1 Sub. MTN Rating for Upgrade


                            *********



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C R O A T I A
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AGROKOR DD: Sberbank to Own 30% Stake Under Debt Settlement Terms
-----------------------------------------------------------------
Reuters, citing a Croatian newspaper, reports that Russia's
Sberbank may get around 30% of Croatia's indebted food group
Agrokor following a debt settlement.

Agrokor, the biggest employer in the Balkans, was put under
state-run administration last April and has until July to reach a
final deal with creditors, Reuters recounts.

The company said last month it expected to have debt settlement
terms ready by April 10, and creditors would vote on the deal
before July 10, the legal deadline for avoiding bankruptcy,
Reuters relates.  Two thirds of the creditors must support the
deal to make it valid, Reuters notes.

"A draft has been agreed among creditors and should be formally
accepted this week . . .  Sberbank will own some 30 percent or a
bit more, while with another Russian bank, VTB, the percentage
controlled by banks from Russia will amount to close to 45%,"
Reuters quotes the Vecernji List daily as saying.

Sberbank is Agrokor's single biggest creditor with a claim of
EUR1.1 billion (US$1.35 billion), Reuters states.  VTB's claim
amounts to EUR300 million, according to Reuters.

The overall claims against Agrokor, from creditors including also
local banks, bondholders and suppliers, amount to some HRK58
billion (US$9.59 billion), Reuters discloses.

Vecernji List, as cited by Reuters, said the bondholders, of
which the biggest is the U.S. investment fund Knighthead, would
get up to 25% of Agrokor, while the local banks would get up to
10%.

                       About Agrokor DD

Founded in 1976 and based in Zagreb, Crotia, Agrokor DD is the
biggest food producer and retailer in the Balkans, employing
almost 60,000 people across the region with annual revenue of
some HRK50 billion (US$7 billion).

On April 10, 2017, the Zagreb Commercial Court allowed the
initiation of the procedure for extraordinary administration over
Agrokor and some of its affiliated or subsidiary companies.  This
comes on the heels of an April 7, 2017 proposal submitted by the
management board of Agrokor Group for the administration
proceedings for the Company pursuant to the Law of Extraordinary
Administration for Companies with Systemic Importance for the
Republic of Croatia.

Mr. Ante Ramljak was simultaneously appointed extraordinary
commissioner/trustee for Agrokor on April 10.

In May 2017, Agrokor dd, in close cooperation with its advisors,
established that as of March 31, 2017, it had total liabilities
of HRK40.409 billion.  The company racked up debts during a rapid
expansion, notably in Croatia, Slovenia, Bosnia and Serbia, a
Reuters report noted.

On June 2, 2017, Moody's Investors Service downgraded Agrokor
D.D.'s corporate family rating (CFR) to Ca from Caa2 and the
probability of default rating (PDR) to D-PD from Ca-PD. The
outlook on the company's ratings remains negative.  Moody's also
downgraded the senior unsecured rating assigned to the notes
issued by Agrokor due in 2019 and 2020 to C from Caa2.  The
rating actions reflect Agrokor's decision not to pay the coupon
scheduled on May 1, 2017 on its EUR300 million notes due May 2019
at the end of the 30-day grace period.  It also factors in
Moody's understanding that the company is not paying interest on
any of the debt in place prior to Agrokor's decision in April
2017 to file for restructuring under Croatia's law for the
Extraordinary Administration for Companies with Systemic
Importance.

On June 8, 2017, Agrokor's Agrarian Administration signed an
agreement on a financial arrangement agreement worth EUR480
million, including EUR80 million of loans granted to Agrokor by
domestic banks in April.  In addition to this amount, additional
buffers are also provided with additional EUR50 million of
potential refinancing credit.  The total loan arrangement amounts
to EUR1,060 million, of which a new debt totaling EUR530 million
and the remainder is intended to refinance old debt.


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G E O R G I A
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GEORGIAN OIL: Fitch Alters Outlook to Pos., Affirms BB- IDR
------------------------------------------------------------
Fitch Ratings has revised the Outlook on JSC Georgian Oil and Gas
Corporation's (GOGC) Long-Term Foreign-Currency Issuer Default
Rating (IDR) to Positive from Stable and affirmed the rating at
'BB-'.

GOGC achieved a score of 25 points under Fitch's government-
related entity (GRE) rating criteria. Fitch assesses GOGC's
standalone credit profile (SCP) at 'BB-'. If the sovereign rating
of Georgia is upgraded and GOGC's SCP is one notch below the
sovereign, a one-notch uplift to the same rating as the
government can be considered. This underpins the revision of
GOGC's Outlook to Positive from Stable.

KEY RATING DRIVERS

Strong ties With Ultimate Parent: GOGC is 100% owned by the
Partnership Fund (BB-/Stable), a fully government-owned
investment vehicle. The company's operations and investment plans
are overseen by the Georgian government. GOGC has received
financial support from the government in the past in the form of
contributions in kind and the earlier repayment of loans provided
to the immediate parent. Fitch assesses the status, ownership,
control factor and the record of, and expectations for support as
strong.

GOGC is the primary party in Georgia to gas supply and transit
agreements, and is a key government vehicle for ensuring the
reliability of gas supplies through cooperation with local
distributors and suppliers. Fitch believes that GOGC's default
could have serious consequences for the continued supply of gas
in Georgia and assess the socio-political implications of the
company's default as strong. Fitch believe that GOGC's default
would have a moderate impact on the availability and cost of
funding for the government and other state companies and assess
the financial implications of default as moderate.

First Power Plant Fully Operational: The construction of the
first gas-fired power plant in Gardabani was completed in
September 2015. The plant generated 30% of GOGC's total revenues
in 2017, according to preliminary 2017 figures. It operates as a
guaranteed electricity provider receiving a capacity fee, while
electricity sales in its domestic market will be provided at
cost. The government guarantees a 12.5% internal rate of return
(IRR) over the asset's life, with sales of electricity for export
providing possible upside to Fitch forecasts.

Improved Results in 2017: Revenues increased by 6% yoy to GEL672
million in 2017 according to preliminary financials. Gross profit
before unallocated costs increased by 14% yoy to GEL277 million
on the back of improved results from the gas supply, and
electricity generation and supply segments. Reported net debt to
EBITDA decreased to 0.9x at end-2017 from 2.2x a year ago. GOGC's
cash flow from operations (CFO) increased to GEL232 million in
2017, up from GEL159 million, as GOGC managed to reduce the
amount of trade receivables by GEL36 million.

New Investments: GOGC plans to build an underground gas storage
facility in Georgia and a second power plant in Gardabani. While
details on the required spending are yet to be determined, based
on the preliminary estimates Fitch expect that GOGC's net debt to
EBITDA will remain below 3.0x until 2020.

DERIVATION SUMMARY

GOGC received a score of 25 points under Fitch's GRE rating
criteria. Fitch assess GOGC's SCP at 'BB-'. If the sovereign
rating of Georgia is upgraded and GOGC's SCP is one notch below
the sovereign, a one-notch uplift to the same rating as the
government can be considered. This underpins the revision of
GOGC's Outlook to Positive from Stable.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
- no cash income tax payments in 2018-2020;
- stable dollar-denominated revenues and EBITDA from core
   pipeline rental, oil transportation and power generation
   operations;
- gas supply obligations of GOGC for households and power
   generation will not exceed the amount of gas available to the
   company through existing contracts;
- average gas sale price equal to US$123/mcm in 2018-2020;
- investments in the second gas-fired power plant amounting to
   US$180 million until 2019 with the plant starting operations
   in mid-2019;
- total capex averaging GEL280 million in 2018-2020;
- US$/GEL 2.48 in 2018 and thereafter;
- dividend payout ratio equal to 35%.

RATING SENSITIVITIES

GOGC
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- A positive rating action for Georgia

Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- A negative rating action for Georgia
- Weakening state support and/or an aggressive investment
   programme resulting in a significant deterioration of
   standalone credit metrics, eg net debt/EBITDA above 3.5x on a
   sustained basis
- Unexpected changes in the contractual frameworks governing
   GOGC's midstream activities

Georgia
The main factors that could, individually or collectively, could
lead to an upgrade of the sovereign are:
- strong and sustainable GDP growth consistent with
   macroeconomic stability;
- a reduction in external vulnerability;
- shrinkage in budget deficits and public-sector indebtedness.

The Rating Outlook is Positive. Consequently, Fitch's sensitivity
analysis does not currently anticipate developments with a high
likelihood of leading to a negative rating change. However,
future developments that could individually, or collectively,
result in the Outlook being revised to Stable include:
- an increase in external vulnerability, for example a widening
   of the current account deficit not financed by foreign direct
   investment;
- A worsening of the budget deficit, leading to a further rise
   in public indebtedness;
- a deterioration in either the domestic or regional political
   environment that affects economics policymaking or regional
   growth and stability

LIQUIDITY

Strong Liquidity: A cash balance of GEL499 million at end-2017
comfortably covered GOGC's short-term debt of GEL79 million and
negative free cash flow of GEL185 million projected by Fitch.

FULL LIST OF RATING ACTIONS

Long-Term Foreign- and Local-Currency IDRs: Outlook Revised to
Positive from Stable; affirmed at 'BB-;
Short-Term Foreign- and Local-Currency IDRs: affirmed at 'B';
Senior unsecured rating: affirmed at 'BB-'.


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G E R M A N Y
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SENVION SA: Moody's Lowers CFR to B2, Outlook Stable
----------------------------------------------------
Moody's Investors Service downgraded to B2 from B1 the corporate
family rating (CFR) and to B2-PD from B1-PD the probability of
default rating (PDR) of Senvion S.A. (Senvion). Concurrently
Moody's downgraded to B3 from B2 the rating of the senior secured
notes issued by Senvion Holding GmbH. The outlook has been
changed to stable from negative.

RATINGS RATIONALE

"Moody's decision to downgrade Senvion's ratings by one notch was
triggered by the more challenging operating conditions in the
wind turbine market and the expectation that Senvion's credit
metrics will remain sustainably weaker than previously expected
by Moody's, despite the expectation of better performance in
2019. Senvion closed the year 2017 at a higher leverage than
previously anticipated (6.0x Debt / EBITDA, as adjusted by
Moody's) in combination with a cautious guidance given by Senvion
for 2018. As a result of the intense price pressure in the
industry, Senvion expects to reach revenues around 2017 level and
a Senvion adjusted EBITDA margin in a range between 5.0-6.5%,
which compares to 8% in 2017," said Oliver Giani, lead analyst
for Senvion. "Against the backdrop of the challenges the wind
turbine industry is currently facing this lead Moody's to update
its base case scenario for Senvion. Moody's now expects weaker
credit metrics than previously anticipated for 2018 and a slower
path of recovery thereafter, which finally lead to the
downgrade," he added.

Senvion S.A.'s CFR of B2 is supported (1) the company's size and
market leadership positions, ranking sixth worldwide (excl.
China) and remaining significantly smaller than the leaders
Vestas, Siemens Gamesa and GE Renewables (2) its historically
stable and resilient profitability compared with other wind
turbine manufacturers, (3) a solid level of firm order book (+15%
in 2017) which provides good revenue visibility for the next 12-
18 months. The rating is constrained by (1) the structurally low
profitability of the consolidating and intensely competitive wind
turbine industry where products are largely undifferentiated, (2)
the limited product and end-industry diversification with more
than 80% of 2017 revenues coming from the installation of new
wind turbines and (3) some geographical concentrations with
Senvion's historical key markets of Germany, France and the UK
still representing 55% of new installations and 46% of revenues
in 2017.

LIQUIDITY

Moody's consider Senvion's liquidity to be adequate, benefiting
from roughly EUR235 million of cash as of the end of year-end
2017 and an undrawn revolving facility of EUR125 million maturing
in April 2022, which has one net leverage covenant currently
enjoying adequate headroom. While Moody's expect Senvion to be
free cash flow negative during 2018 (in view of restructuring
measures and the cash flow impact of the offshore blade issue),
Moody's expect the company to gradually return to generating
positive free cash flow thereafter. However, Moody's acknowledge
the fact that there is an element of unpredictability and
volatility in cash flows, considering the large size and long
lead times of projects. Senvion also has access to an EUR825
million letter of guarantee facility, which should provide
sufficient headroom for the business needs (issued bonds have
been oscillating around EUR400 million in the last couple of
years).

STRUCTURAL CONSIDERATIONS

The B3 rating assigned to the EUR400 million senior secured notes
due 2022 is one notch below the CFR. This principally reflects
the subordinated position of the notes in the loss given default
waterfall with regards to the super senior secured syndicated
facility in a default scenario, even though the facility and the
notes share the same guarantor and collateral package. The
facility is large enough (i.e., EUR125 million in revolving
credit facility and EUR825 million in letter of guarantee
facility) to justify the notching of the senior secured notes
below the CFR. The EUR825 million letter of guarantee facility,
although not a cash credit, enjoys super seniority status versus
the notes.

RATIONALE FOR OUTLOOK

The stable outlook reflects the solid order book and Moody's
current expectation that despite adverse market conditions and
some erosion in revenues in 2018 Senvion will be able to
stabilize its operating margin and cash-flow generation over the
next few quarters and that the company will be able to materially
restore its credit metrics in 2019 to a level that will position
the company more solidly in the B2 rating category. However in
case Senvion would fail to stabilize its operating performance
over the next few quarters, downward rating pressure would likely
develop.

WHAT COULD CHANGE THE RATING UP/DOWN

The ratings on Senvion could be downgraded in case (1) of
indications that Senvion might be unable to restore its Moody's
adjusted EBITA margin after 2018 to at least 2%, indicating that
the company is unable to withstand competitive pressure in the
market; (2) free cash flow stays negative for a prolonged period;
(3) of indications that Moody's adjusted leverage will remain
above 5.0x debt/EBITDA after 2018; (4) of increasing concerns
that Senvion might not be able to comply with the financial
covenant under its credit facilities agreement; or if (5) the
company's liquidity profile deteriorated.

An upgrade of the ratings could be considered over the medium
term if (1) Moody's adjusted EBITA margin approaches 5%; (2)
Senvion returns to a positive free cash flow generation; and (3)
Moody's adjusted leverage can be sustainably reduced below 4.0x
debt/EBITDA.

Downgrades:

Issuer: Senvion Holding GmbH

-- Senior Secured Regular Bond/Debenture, Downgraded to B3 from
    B2

Issuer: Senvion S.A.

-- Probability of Default Rating, Downgraded to B2-PD from B1-PD

-- Corporate Family Rating, Downgraded to B2 from B1

Outlook Actions:

Issuer: Senvion Holding GmbH

-- Outlook, Changed To Stable From Negative

Issuer: Senvion S.A.

-- Outlook, Changed To Stable From Negative

Senvion S.A. is a publicly quoted entity holding 100% of share
capital at Senvion TopCo GmbH. Senvion TopCo GmbH is the holding
company of the Senvion group at the top of the restricted group.
Headquartered in Hamburg, Germany, Senvion is one of the leading
manufacturers of wind turbine generators (WTGs). The group
develops, manufactures, assembles and installs WTGs with nominal
outputs ranging from 2.0 MW to 6.2 MW, covering all wind classes
in both onshore and offshore markets. Moody's note that Senvion
can also occasionally partner with its clients via
codevelopment/coinvestment projects. Senvion has a workforce of
about 4,500 worldwide and generated revenue of close to EUR1.9
billion during 2017, with cumulative global installed capacity of
around 16.1 GW. In March 2016, private equity firm Centerbridge
Partners sold a stake of around 26.4% in Senvion S.A., the
publicly quoted entity holding 100% of share capital at Senvion
TopCo GmbH, to private investors in an initial public offering.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.


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I R E L A N D
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CHAVES SME: Moody's Withdraws C(sf) Rating on Class E Notes
---------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Chaves SME
CLO No.1:

-- EUR4.9M Class D Notes, Withdrawn (sf); previously on Feb 16,
    2018 Upgraded to Ba1 (sf)

-- EUR9.6M Class E Notes, Withdrawn (sf); previously on Feb 16,
    2018 Affirmed C (sf)

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.


MARLAY PARK: Fitch Rates EUR11.6MM Class E Notes 'B-sf'
-------------------------------------------------------
Fitch Ratings has assigned Marlay Park CLO DAC final ratings, as
follows:

EUR218.0 million class A-1A: 'AAAsf'; Outlook Stable
EUR30.0 million class A-1B: 'AAAsf'; Outlook Stable
EUR34.0 million class A-2A: 'AAsf'; Outlook Stable
EUR10.0 million class A-2B: 'AAsf'; Outlook Stable
EUR24.80 million class B: 'Asf'; Outlook Stable
EUR20.0 million class C: 'BBBsf'; Outlook Stable
EUR23.6 million class D: 'BBsf'; Outlook Stable
EUR11.6 million class E: 'B-sf'; Outlook Stable
EUR41.0 million subordinated notes: not rated

Marlay Park CLO DAC is a cash flow collateralised loan obligation
(CLO). Net proceeds from the issuance of the notes are being used
to purchase a portfolio of EUR400 million of mostly European
leveraged loans and bonds. The portfolio will be actively managed
by Blackstone/GSO Debt Funds Management Europe Limited. The CLO
envisages a four-year reinvestment period and an 8.5-year
weighted average life.

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch considers the average credit
quality of obligors to be in the 'B' range. The Fitch-weighted
average rating factor of the current portfolio is 31.15, below
the indicative maximum covenant of 33 for assigning final
ratings.

High Recovery Expectations: At least 90% of the portfolio will
comprise senior secured obligations. Fitch views the recovery
prospects for these assets as more favourable than for second-
lien, unsecured and mezzanine assets. The Fitch-weighted average
recovery rate of the current portfolio is 68.07%, above the
minimum covenant of 65.00% for assigning final ratings.

Limited Interest Rate Exposure: Fixed-rate liabilities represent
7.5% of the target par, while fixed-rate assets can represent up
to 7.5% of the portfolio depending on the Fitch test matrix point
selected by the manager.

Diversified Asset Portfolio: The covenanted maximum exposure to
the top 10 obligors for assigning the ratings is 20% of the
portfolio balance. This covenant ensures that the asset portfolio
will not be exposed to excessive obligor concentration.

Exposure to Country Ceiling Below 'AAA': The maximum allowance
for obligors domiciled in countries with a Country Ceiling below
'AAA' is 15% of the portfolio balance, depending on the Fitch
test matrix selected by the manager. Therefore, the manager may
choose to invest in countries for which the Country Ceiling
assigned by Fitch is lower than the ratings on the senior notes.


RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added
to all rating default levels, would lead to a downgrade of up to
two notches for the rated notes.
A 25% reduction in recovery rates would lead to a downgrade of up
to two notches for the rated
notes.


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I T A L Y
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PIAGGIO & C: S&P Raises Long-Term Issuer Credit Rating to BB-
-------------------------------------------------------------
S&P Global Ratings said that it had raised its long-term issuer
credit rating on Italian-based manufacturer of scooters,
motorcycles, and light transportation vehicles Piaggio & C. SpA
to 'BB-' from 'B+'. The outlook is stable.

S&P said, "At the same time, we raised our issue rating on the
EUR250 million senior unsecured notes due July 2021 to 'BB-' from
'B+'. The recovery rating on the notes remains unchanged at '3'
reflecting our expectation of meaningful recovery (50%-70%;
rounded estimate 65%) for noteholders in the event of a default.

"The upgrade reflects our view that Piaggio will be able to
maintain credit metrics, namely funds from operation (FFO) to
debt in the high teens, on a sustainable basis, which we view as
in line with the 'BB-' rating level.

"Piaggio was able to outperform our previous base case, thanks to
better operating performance in the European market and good cost
control of its fixed cost base, leading to reported EBITDA of
more than EUR190 million. Moreover, the company was able to
generate positive cash flow after capital expenditures (capex)
and dividends (discretionary cash flow or DCF), resulting in
reduced adjusted debt. We now expect that Piaggio will achieve
adjusted FFO to debt of approximately 20% in 2018 and 2019, and
will continue to reduce its leverage.

"We revised our base case because Europe's market for scooters is
growing, driven by improving macroeconomic environments in
Southern Europe and replacement of aging scooter fleets owing to
tightening environmental regulations. The scooter market in
Europe reached 715,000 units sold in 2017 (the boom year in 2007
saw 1.4 million units sold). Over the past four years, Piaggio
managed to maintain a market share of about 24% in Europe,
reducing from about 26% before. Expectations of improving
performance in India linked to the healthy growth of the markets
for scooters and commercial vehicles also support our revised
base case. In addition, we factor the fallout from one-time
headwinds in India (demonetization, engine regulation, and
changes in the value-added tax system) which weighed on Piaggio's
operating performance in 2017."

Piaggio is the leading scooter manufacturer in Europe, where its
Vespa is a recognized premium brand and gives it consequent
pricing power. The company diversified its geographic presence,
in India and Asia-Pacific, principally Vietnam and Indonesia. All
those countries currently account for 40% of overall revenues.
Its industrial footprint is focused in Europe and in lower-cost
countries (i.e., Vietnam and India), from where it can export to
other regions. Positive credit factors include a growing track
record of low volatility in the company's adjusted EBITDA margin,
despite large declines in both volumes and revenues in 2012-2013.
The margin has remained at 10%-12% since 2010, and has now
improved to above 12%, which we ascribe to Piaggio's relatively
flexible cost structure, under which only one-third of its costs
are fixed.

On the downside, the industry is cyclical and seasonal in nature,
and market conditions are extremely competitive, especially in
some specific markets. S&P said, "We think that Asia-Pacific
could be a drag on volumes and earnings due to persistent
competition and generally lower pricing power. We also view a
dilution of market share as a major risk, because it could
ultimately further erode Piaggio's leadership position. At the
same time, we believe Piaggio's relatively small scale compared
with other rated original equipment manufacturers (OEMs) as a
constraining factor for its business risk, which we see at the
lower end of our fair assessment."

S&P said, "The stable outlook reflects our expectation that
Piaggio will continue to deliver solid operating performance,
maintain its market share and leading position in the scooter
market in Western Europe, and maintain an adjusted EBITDA margin
in excess of 12%. This will likely result in an FFO-to-debt ratio
of around 20% in 2018 and 2019. We expect no material increase in
dividends, leading to ongoing positive cash flow generation after
capex and dividends.

"We could downgrade Piaggio if adjusted FFO to debt structurally
declined to the low teens without near-term recovery prospects or
mitigating measures by the management. This could be triggered by
a softer economic environment in Europe than we currently assume,
a decline in the two-wheeler market, a more challenging
environment in Asia-Pacific, or a decline in the EBITDA margin of
more than 150 basis points.

"Moreover, friendly-shareholders remunerations, either large
dividend payments or share buy-backs, could also put pressure on
the rating. We could also reassess the business risk profile if
Piaggio lost market share, profitability levels decreased, or if
cash flow generation became more volatile.

"We could raise the rating if Piaggio was able to improve its
credit metrics to above 25% FFO to debt sustainably while
maintaining its profitability levels, keeping discretionary cash
flow positive, and adhering to a conservative financial policy.
Our revised base case does not support this scenario, however,
even in the case of stronger growth of revenues or improving
margins. We see only limited upside to Piaggio's business risk
profile, reflecting its rather small scale and diversification
compared to other OEMs."


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


ALFA BANK: Fitch Affirms BB- Long-Term IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Alfa Bank Kazakhstan's (ABK) Long-Term
Issuer Default Ratings (IDRs) at 'BB-', with the Stable Outlook.

KEY RATING DRIVERS
IDRS, VR AND NATIONAL RATINGS

The affirmation of ABK's ratings reflects its stable financial
performance supported by relatively low funding costs and
reasonable asset quality, as well as a considerable capital
buffer, a stable funding base and ample liquidity. The ratings
are constrained by the bank's currently limited franchise and
large appetite for growth, especially in unsecured retail
lending, which may increase credit risks.

The bank's asset quality is underpinned by a sizeable low-risk,
mostly investment-grade, bond and interbank portfolio (50% of
total assets at end-2017) and a loan book (43%) of reasonable
quality.

ABK's non-performing loans (NPLs) accounted for 6% of gross loans
at end-2017, and were fully covered by reserves. Restructured
loans made up an additional 7% (0.2x of Fitch core capital
(FCC)), although, positively, most such exposures are backed by
hard collateral. Loan dollarisation is also moderate with
performing and non-restructured FX loans amounting to 9% of gross
loans (0.3x FCC), but Fitch views the largest of these exposures
as of only moderate risk.

ABK's aggressive retail loan growth plans with an emphasis on
unsecured cash lending (on average 60% per year in 2018-2020) may
result in higher credit risks, although these should be covered
by wide margins. However, the risk stems from potential
overheating in the retail segment, which could happen over the
medium-term due to increasing competition.

ABK's pre-impairment profit for 2017 equalled to a solid 7% of
gross loans, translating into a decent return on average equity
(ROAE) of 12% and providing the bank with a reasonable margin of
safety against potential asset quality deterioration.

ABK's FCC at end-2017 was a high 18% of risk-weighted assets
(RWAs), which is in line with the bank's regulatory capital
ratios. At end-1M18, its regulatory ratios fell moderately by 2%
to 16%, due to a one-off adjustment for IFRS 9. Fitch estimate
that ABK's capital buffer is sufficient to withstand additional
loan impairment equalling to 12% of gross loans and still comply
with regulatory requirements, including a 2% capital conservation
buffer.

ABK is mainly customer-funded (95 % of total liabilities at end-
2017). Funding concentration is high, with the 20-largest
customer accounts making up 36% of total, but the risk is
mitigated by a stable and counter-cyclical deposit base (the bank
benefits from flight to quality), rapid loan turnover and an
ample liquidity buffer, which covered 60% of total customer
accounts at end-1M18.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating of '4' reflects Fitch's view of the limited
probability of support that might be forthcoming from Alfa Bank
Russia (ABR, BB+/Stable) or other group entities, if needed. In
Fitch's view, support may be forthcoming in light of the common
branding, potential reputational risk of a default at ABK and the
small cost of support that may be required.

At the same time, Fitch views ABR's propensity to provide support
as limited because (i) it holds shares in ABK on behalf of ABH
Holdings S.A. (ABHH), to which it has ceded control and voting
rights through a call option, under which ABHH may acquire 100%
of ABK from ABH Financial Limited (the entity controlling 100% of
ABR) until end-December 2019; and (ii) there is limited
operational integration between ABK and ABR.

Support from other Alfa Group entities, in Fitch's view, also
cannot be relied on, especially in a systemic financial crisis in
Kazakhstan. ABHH's failure to provide full support to its
Ukraine-based subsidiary PJSC Alfa-Bank (ABU; B-/Stable) in 2008
is an example.

SENIOR UNSECURED DEBT RATINGS

ABK's senior unsecured local debt ratings are aligned with the
bank's Long-Term Local-Currency IDR and National Long-Term
Rating, and reflect Fitch's assessment that recoveries are likely
to be average in the event of a default.

RATING SENSITIVITIES

Upside is limited by a challenging operating environment, ABK's
small franchise and large growth appetite. Downside rating
pressure could result from significant deterioration of asset
quality and/or capitalisation if that is not offset by sufficient
and timely equity support from the banks' shareholders.

The rating actions are as follows:

Long-Term Foreign- and Local-Currency IDRs: affirmed at 'BB-';
Outlooks Stable
Short-Term Foreign-Currency IDR: affirmed at 'B'
National Long-Term Rating: affirmed at 'BBB+(kaz)'; Outlook
Stable
Viability Rating: affirmed at 'bb-'
Support Rating: affirmed at '4'
Senior unsecured debt: affirmed at 'BB-'
National senior unsecured debt rating: affirmed at 'BBB+(kaz)'


NOMAD INSURANCE: A.M. Best Cuts FSR to C++(Marginal)
----------------------------------------------------
A.M. Best has downgraded the Financial Strength Rating (FSR) to
C++ (Marginal) from B- (Fair) and the Long-Term Issuer Credit
Rating (Long-Term ICR) to b+ from bb- of Nomad Insurance Company
JSC (Nomad Insurance), the wholly owned subsidiary of Nomad
Insurance Group Limited, a private non-operating company (both
entities are domiciled in Kazakhstan). The outlook of the FSR has
been revised to stable from negative, whilst the outlook of the
Long-Term ICR remains negative.

The Credit Rating (rating) downgrades follow a downward trend in
Nomad Insurance's risk-adjusted capitalization, owing to a rise
in its net underwriting leverage and the payment of dividends
over the past two years.

The negative Long-Term ICR outlook considers the risk that Nomad
Insurance's risk-adjusted capitalization could decline further,
taking into account the potential for a further increase in its
net underwriting leverage, as well as future dividend payments.

The ratings reflect Nomad Insurance's balance sheet strength,
which A.M. Best categorizes as adequate, as well as its adequate
operating performance, limited business profile and weak
enterprise risk management.

Nomad Insurance's risk-adjusted capitalization, as measured by
Best's Capital Adequacy Ratio (BCAR), is assessed as adequate as
of year-end 2017. Risk-adjusted capitalization has declined over
the past two years due to a rise in net underwriting risk in
2016, as the company discontinued its motor third-party liability
quota share reinsurance protection, and in 2017, due to a 34%
growth in net written premium, as it expanded into new lines of
business. At the same time, significant dividend payments were
made in 2016 and 2017. Nomad Insurance has a basic capital
management strategy that is reliant on local solvency
requirements in Kazakhstan. Whilst the company remains compliant
with local requirements, its solvency ratio has been subject to
volatility, as shown by a coverage ratio of 1.17 as of January
2018, compared with 2.20 as of December 2017. In A.M. Best's
opinion, Nomad Insurance's ability to withstand unexpected large
losses or sudden changes in its operational environment has
decreased.

Nomad Insurance has reported underwriting profits in four out of
the past five years. However, the company's technical results are
somewhat pressured by high acquisition and management costs. The
expense strain is not expected to ease in the near term due to
Nomad Insurance's high-cost distribution framework and a lack of
scale. Investment performance is subject to volatility but has
been excellent in recent years, reflective of the high interest
rate environment in Kazakhstan and Nomad Insurance's material
foreign exchange gains arising from its holdings of U.S. dollars.

Nomad Insurance has an established business profile in
Kazakhstan, and is a leader in local motor third-party liability
insurance. Negatively affecting A.M. Best's assessment of the
company's business profile is its relatively small size (by
international standards) and concentration in Kazakhstan, which
limit its ability to defend its competitive position.


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


COVERIS HOLDINGS: Moody's Affirms B3 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating (CFR) and B3-PD probability of default rating (PDR) of
Coveris Holdings S.A. Concurrently, Moody's has downgraded the
remaining ca. EUR477 million term loan to B3 from B2 given that
Moody's expects the repayment of the senior unsecured notes. The
outlook on all ratings remains stable.

The rating affirmations follow the company's announcement on
April 2, 2018, that it has entered an agreement to sell its
Americas division, accounting for ca. 36% of 2017 revenues.
Moody's expects the company to use the proceeds to repay around
EUR1 billion of existing debt, including the senior unsecured
notes due 2019, drawn asset-backed facilities and the USD term
loan. Moody's anticipates that the instrument ratings for the
debt repaid as part of this transaction will be withdrawn upon
closing of the transaction in the second quarter of 2018.

RATING RATIONALE

The rating affirmations reflect the changed, and in Moody's view
weaker, business profile following the sale of a large part of
the company and a disproportionate EBITDA contributor. The
Americas business contributed around half of EBITDA and 36% of
revenues. While the remaining operations, generating around
EUR1.4 billion of revenue in 2017, remain diverse, with a focus
on Europe, they also experienced a number of issues that
negatively affected EBITDA in 2016 and 2017.

However, the affirmation also reflects the large debt repayment,
which is positive for the rating, and resulting Moody's-adjusted
debt/EBITDA of 7.4x pro-forma for 2017 (including company-
reported exceptional costs). While this still remains high and
outside Moody's expectation for a B3 rating, Moody's also
believes that the company should be in a position to achieve some
deleveraging in 2018. Importantly, the transaction also results
in an improved liquidity profile consisting of around EUR23
million of cash on the balance sheet and access to an unused UK
asset-backed facility due 2022 with a facility size of GBP87
million as well as several factoring lines in a total amount of
EUR56 million due 2022 which are partly used although Moody's
expects the company to hold additional cash in the amount drawn
as part of the transaction.

Coveris' remaining business consists of 3 segments: Global Rigid
(42% of 2017 expected revenues), EMEA Food & Consumer (30%) and
UK Food & Consumer (29%). The company will be mostly focused on
food end markets (67%) followed by Industrial (13%) and Consumer
Products (11%) with a manufacturing foot print almost exclusively
in Europe (including UK and Eastern Europe). While the business
retains diversification, its geographic diversity and scale will
be reduced. Moreover, both UK Food & Consumer and EMEA Food &
Consumer have suffered from several issues and recorded low
profitability in 2016 and 2017. UK Food & Consumer was affected
by a number of issues in both 2016 and 2017 that included an
inability to pass through raw material price inflation (both
currency-related and resin price increases), IT and equipment
failures at 2 plants and service issues that resulted in losses
to competitors. Significant investment in new assets was also
needed in the business. The EMEA Food & Consumer segment was also
negatively affected by some of these issues, for example around
pricing, and lack of focus on cost discipline. As a result of
these developments, Coveris made personnel changes in the
business, completed the investment into new assets (ie 5 layer
extrusion lines in UK) and made changes to its pricing process,
focused its sales organization on strategic markets and accounts
and made changes to improve its project execution capabilities.
Hence, according to the company, the issues including pricing
issues in the UK were addressed with a positive momentum from Q4
2017 into 2018.

Moody's understands that these issues have been largely addressed
according to the company and that there is potential for recovery
of some of the lost EBITDA, however Moody's also believes
execution risks remains around EBITDA improvements for 2018, not
the least from potential further raw material price volatility.
Nevertheless, some improvements should be possible, including a
reduction of the large exceptional cost occurred in 2017, and
Moody's expects the company to deleverage in 2018. Moody's views
as positive that there are no near-term debt maturities, with all
facilities due in 2022, as well as the replenishment of the
company's liquidity. In 2017, free cash flow was negative, but
for 2018 the company should be in a position to visibly improve
free cash flow (as defined by Moody's -- after interest),
although this will also dependent on the degree of EBITDA
improvement the company can achieve.

The downgrade of the remaining secured term loan to B3
predominantly reflects the repayment of the unsecured notes and
hence reduction in the subordinated debt cushion, aligning the
loan rating with the CFR. Moody's has also withdrawn the SGL
rating of Coveris as it is no longer outstanding.

If the divestment of the Americas division, including the debt
repayment and liquidity improvement, would for any reason not
occur, Moody's would expect to revisit the ratings of Coveris.

Rating Outlook

The stable outlook reflects Moody's expectation that the company
has taken steps that will result in a turnaround of performance,
leading to EBITDA improvements in 2018 and hence a reduction of
Moody's-adjusted debt/EBITDA and improvement of free cash flow.

What Could Change the Rating Up/Down

Any upgrade would be contingent upon a return to sustained EBITDA
growth and normalization of performance in the EMEA Food &
Consumer and UK Food & Consumer segments. Specifically, Coveris
could be upgraded if Moody's-adjusted debt/EBITDA declined
visibly below 5.5x on a sustained basis, while demonstrating
positive free cash flow generation and a solid liquidity profile.
Conversely, failure to stabilize and improve the profitability of
the company, for example due to additional or sustained issues in
the business, could result in negative pressure on the rating. In
any case, Moody's-adjusted debt/EBITDA remaining above 6.0x for a
sustained period of time, negative free cash flow or weakened
liquidity could result in a downgrade. Moody's would also likely
view any acquisitions as negative, particularly debt-funded,
unless the operating performance of the existing business has
stabilized.

Principal Methodology

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.

Company Profile

Coveris Holdings S.A. manufactures flexible and rigid plastic and
paper packaging products, mostly for food and other consumer end
markets. The company's products include both flexible and rigid
products, for example, primary packaging (such as bags, pouches,
tubs, cups, lids and trays), films and labels. Following the 2018
disposal of the Americas division, the business remains focused
Europe (including UK and Eastern Europe) with revenue of EUR1.4
billion for 2017. Coveris is owned by Sun Capital Partners.

List of Affected Ratings

Downgrades:

Issuer: Coveris Holdings S.A.

-- Senior Secured Bank Credit Facility (EUR), Downgraded to B3
    from B2

Affirmations:

Issuer: Coveris Holdings S.A.

-- Probability of Default Rating, Affirmed B3-PD

-- Corporate Family Rating, Affirmed B3

Withdrawals:

Issuer: Coveris Holdings S.A.

-- Speculative Grade Liquidity Rating, Withdrawn , previously
    rated SGL-3

Outlook Actions:

Issuer: Coveris Holdings S.A.

-- Outlook, Remains Stable


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


BNPP IP 2015-1: Moody's Assigns (P)B2 Rating to Cl. F Sr. Notes
---------------------------------------------------------------
Moody's Investors Service announced that is has assigned the
following provisional ratings to refinancing notes ("Refinancing
Notes") to be issued by BNPP IP Euro CLO 2015-1 B.V. (the
"Issuer"):

-- EUR1,500,000 Class X Senior Secured Floating Rate Notes due
    2030, Assigned (P)Aaa (sf)

-- EUR185,000,000 Class A Senior Secured Floating Rate Notes due
    2030, Assigned (P)Aaa (sf)

-- EUR13,500,000 Class B-1 Senior Secured Floating Rate Notes
    due 2030, Assigned (P)Aa2 (sf)

-- EUR12,632,000 Class B-2 Senior Secured Fixed Rate Notes due
    2030, Assigned (P)Aa2 (sf)

-- EUR24,000,000 Class C Senior Secured Deferrable Floating Rate
    Notes due 2030, Assigned (P)A2 (sf)

-- EUR16,800,000 Class D Senior Secured Deferrable Floating Rate
    Notes due 2030, Assigned (P)Baa2 (sf)

-- EUR18,000,000 Class E Senior Secured Deferrable Floating Rate
    Notes due 2030, Assigned (P)Ba2 (sf)

-- EUR9,000,000 Class F Senior Secured Deferrable Floating Rate
    Notes 2030, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will endeavor
to assign definitive ratings. A definitive rating (if any) may
differ from a provisional rating.

RATINGS RATIONALE

Moody's provisional ratings of the notes address the expected
loss posed to noteholders by the legal final maturity of the
notes in 2030. The provisional ratings reflect the risks due to
defaults on the underlying portfolio of assets, the transaction's
legal structure, and the characteristics of the underlying
assets. Furthermore, Moody's is of the opinion that the
collateral manager, BNP PARIBAS ASSET MANAGEMENT France SAS
("BNPP AMF", the "Manager"), has sufficient experience and
operational capacity and is capable of managing this CLO.

The Issuer will issue the Refinancing Notes in connection with
the refinancing of the following classes of notes: Class A-1-R
Notes, Class A-2-R Notes, Class B-1-R Notes, Class B-2-R Notes,
Class C-R Notes and Class D-R Notes due 2028, which were
refinanced in April 2017 and Class E Notes and Class F Notes due
2028 (the "Original Notes"), previously issued April 2015 (the
"Original Closing Date"). On the Refinancing Date, the Issuer
will use the proceeds from the issuance of the Refinancing Notes
to redeem in full the Original Notes. On the Original Closing
Date the Issuer also issued Subordinated Notes, which will remain
outstanding.

Material changes to the terms and conditions occurring in
connection to the refinancing include: (1) the use of excess par
to skew the WARR collateral quality test, (2) looser rules for
maturity amendments, (3) looser collateral quality valuation
provisions such as Caa haircut provision and deep discount
substitution rules and (4) weaker asset selection constraints
with regards to PIKable assets and countries with non-Aaa
ceilings. The length of the reinvestment period will be extended
and will expire on July 2022. Furthermore, the Manager is
expected to be able to choose from a new set of collateral
quality test covenants (the "Matrix").

BNPP IP Euro CLO 2015-1 B.V. is a managed cash flow CLO with a
target portfolio made up of EUR300,000,000 par value of mainly
European corporate leveraged loans. At least 90% of the portfolio
must consist of senior secured loans and senior secured bonds and
up to 10% of the portfolio may consist of unsecured senior loans,
second-lien loans or, mezzanine loans. The portfolio is expected
to be 100% ramped up as of the closing date and to be comprised
predominantly of corporate loans to obligors domiciled in Western
Europe.

BNPP AMF will actively manage the collateral pool of the CLO. It
will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the
transaction's 4.25-year reinvestment period. Thereafter,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk and
credit improved obligations, and are subject to certain
restrictions.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

Factors that would lead to an upgrade or downgrade of the
ratings:

The performance of the notes is subject to uncertainty. The
performance of the notes is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the notes.

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in August 2017. The
cash flow model evaluates all default scenarios that are then
weighted considering the probabilities of the binomial
distribution assumed for the portfolio default rate. In each
default scenario, the corresponding loss for each class of notes
is calculated given the incoming cash flows from the assets and
the outgoing payments to third parties and noteholders.
Therefore, the expected loss or EL for each tranche is the sum
product of (i) the probability of occurrence of each default
scenario and (ii) the loss derived from the cash flow model in
each default scenario for each tranche. As such, Moody's
encompasses the assessment of stressed scenarios.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. For modeling
purposes, Moody's used the following base-case assumptions:

Performing par and principal proceeds balance: EUR300,000,000

Defaulted par: EUR0

Diversity Score: 38

Weighted Average Rating Factor (WARF): 2800

Weighted Average Spread (WAS): 3.35%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

As part of its analysis, Moody's has addressed the potential
exposure to obligors domiciled in countries with a local currency
country risk ceiling of A1 or below. Given the portfolio
constraints and the current sovereign ratings in Europe, such
exposure may not exceed 10% of the total portfolio with exposures
to countries with local currency country risk ceiling of Baa1 to
Baa3 further limited to 5%. As a worst case scenario, a maximum
5% of the pool would be domiciled in countries with A3 and a
maximum of 5% of the pool would be domiciled in countries with
Baa3 local currency country ceiling each. The remainder of the
pool will be domiciled in countries which currently have a local
currency country ceiling of Aaa or Aa1 to Aa3. Given this
portfolio composition, the model was run with different target
par amounts depending on the target rating of each class as
further described in the methodology. The portfolio haircuts are
a function of the exposure size to peripheral countries and the
target ratings of the rated notes and amount to 0.75% for the
Class X Notes and Class A Notes, 0.50% for the Class B-1 Notes
and Class B-2 Notes, 0.38% for the Class C Notes and 0% for
classes D, E and F.

Stress Scenarios:

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was a
component in determining the provisional ratings assigned to the
rated notes. This sensitivity analysis includes increased default
probability relative to the base case. Below is a summary of the
impact of an increase in default probability (expressed in terms
of WARF level) on the notes (shown in terms of the number of
notch difference versus the current model output, whereby a
negative difference corresponds to higher expected losses),
assuming that all other factors are held equal.

Percentage Change in WARF -- increase of 15% (from 2800 to 3220)

Rating Impact in Rating Notches:

Class X Senior Secured Floating Rate Notes: 0

Class A Senior Secured Floating Rate Notes: -1

Class B-1 Senior Secured Floating Rate Notes : -1

Class B-2 Senior Secured Fixed Rate Notes : -1

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF -- increase of 30% (from 2800 to 3640)

Class X Senior Secured Floating Rate Notes: 0

Class A Senior Secured Floating Rate Notes: -1

Class B-1 Senior Secured Floating Rate Notes : -3

Class B-2 Senior Secured Fixed Rate Notes : -3

Class C Senior Secured Deferrable Floating Rate Notes: -4

Class D Senior Secured Deferrable Floating Rate Notes: -3

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: -2


RBS HOLDINGS: Moody's Withdraws (P)Ba1 Subordinate Shelf Rating
---------------------------------------------------------------
Moody's Investors Service withdrew all ratings of RBS Holdings
N.V. (ABN AMRO Holding N.V. prior to April 1, 2010). A full list
of affected ratings can be found at the end of this press
release.

RBS Holdings N.V. is a Dutch subsidiary of The Royal Bank of
Scotland Group plc (senior unsecured debt rating Baa3, stable)

RBS Holdings N.V. has one direct subsidiary, Royal Bank of
Scotland N.V. (RBS N.V.; senior unsecured debt rating: A3, on
review for downgrade), a fully operational bank regulated by the
Dutch Central Bank.

RATINGS RATIONALE

List of affected ratings

Issuer: RBS Holdings N.V.

Withdrawals:

-- Senior Unsec. Shelf, Withdrawn, previously rated (P)Baa3

-- Subordinate Shelf, Withdrawn, previously rated (P)Ba1

Outlook Actions:

-- Outlook, Changed To Rating Withdrawn From No Outlook

Moody's has decided to withdraw the ratings for its own business
reasons.


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


MINOX SA: Creditor Files Bankruptcy Motion
------------------------------------------
Reuters reports that Minox SA said that one of the company's
creditors filed a motion for declaration of its bankruptcy.

Minox S.A. distributes a range of building and finishing
materials in Poland.


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


BANK VVB: Put on Provisional Administration, License Revoked
------------------------------------------------------------
The Bank of Russia, by its Order No. OD-891, dated April 9, 2018,
revoked the banking license of Sevastopol-based credit
institution Public Joint-stock Company Bank VVB (Registration No.
1093) from April 9, 2018.  According to the financial statements,
as of March 1, 2018, the credit institution ranked 179th by
assets in the Russian banking system.

The activities of the management of PJSC Bank VVB resulted in the
considerable amount of non-performing assets and property
recognized at an inflated value in the credit institution's
balance sheet.  Due to this, in December 2017, the bank was not
able to perform its obligations to creditors.  To protect the
interests of creditors and depositors of PJSC Bank VVB and taking
into account its importance for the Republic of Crimea and the
city of Sevastopol, the Bank of Russia by its orders appointed a
provisional administration and imposed a moratorium on meeting
creditors' claims.

Following the assessment conducted by the provisional
administration, the fair presentation of asset value in the
credit institution's financial statements led to a full loss of
its equity capital.

Moreover, the bank's management repeatedly violated the statutory
requirements on countering the legalization (laundering) of
criminally obtained incomes and the financing of terrorism,
including, but not limited to, the reliable notification of the
authorized body about, among other things, operations subject to
obligatory control.

The Bank of Russia repeatedly applied supervisory measures to
PJSC Bank VVB, including two impositions of restrictions on
household deposit taking.

Under these circumstances, the Bank of Russia performed its duty
on the revocation of the banking license from PJSC Bank VVB in
accordance with Article 20 of Federal Law "On Banks and Banking
Activities".

The Bank of Russia took this decision because of the credit
institution's failure to comply with federal banking laws and
Bank of Russia regulations, repeated violations within one year
of Bank of Russia requirements stipulated by Article 7 (excluding
Clause 3 of Article 7) of the Federal Law "On Countering the
Legalisation (Laundering) of Criminally Obtained Incomes and the
Financing of Terrorism" and Bank of Russia regulatory
requirements issued in accordance with the said law, all equity
capital adequacy ratios being below two per cent, decrease in
bank equity capital below the minimum value of the authorized
capital established as of the date of the state registration of
the credit institution, due to repeated application within a year
of measures envisaged by the Federal Law "On the Central Bank of
the Russian Federation (Bank of Russia)".

Following banking license revocation, the functions of the
provisional administration to manage PJSC Bank VVB appointed in
accordance with Bank of Russia Order No. OD-3474, dated
December 12, 2017, are terminated pursuant to Bank of Russia
Order No. OD-892, dated April 9, 2018.

The Bank of Russia, by its Order No. OD-893, dated April 9, 2018,
has appointed a provisional administration to PJSC Bank VVB for
the period until the appointment of a receiver pursuant to the
Federal Law "On Insolvency (Bankruptcy)" or a liquidator under
Article 23.1 of the Federal Law "On Banks and Banking
Activities".  In accordance with federal laws, the powers of the
credit institution's executive bodies have been suspended.

PJSC Bank VVB is a member of the deposit insurance system.  An
insured event shall be deemed as occurring starting from the date
the moratorium on meeting the claims of creditors of PJSC Bank
VVB (12 December 2017), which shall also be the date used for the
calculation of insurance indemnity for the bank's liabilities in
foreign currency.

The revocation of the banking license, put in force before the
moratorium on meeting creditor claims expires, shall not cancel
the obligation of the state corporation Deposit Insurance Agency
to pay out insurance indemnity.

The Agency will continue to pay out insurance indemnity for
deposits (deposit accounts) with PJSC Bank VVB in accordance with
Clause 2 of Part 1 of Article 8 of the Federal Law "On the
Insurance of Household Deposits with Russian Banks" -- imposition
by the Bank of Russia of the moratorium on meeting creditors'
claims until the completion of bankruptcy proceedings.

Information on the agent banks authorized to pay the insurance
indemnity can be found on the official website of the state
corporation Deposit Insurance Agency (www.asv.org.ru).

The current development of the bank's status has been detailed in
a press statement released by the Bank of Russia.


FEDERAL PASSENGER: Fitch Affirms BB+ IDR, Outlook Positive
----------------------------------------------------------
Fitch Ratings has affirmed JSC Federal Passenger Company's (FPC)
Long-Term Foreign and Local Currency Issuer Default Ratings
(IDRs) at 'BB+' with Positive Outlook. FPC's senior unsecured
debt ratings have been also affirmed at 'BB+'.

Under its Government Related Entities Criteria, Fitch classifies
FPC as an entity with strong linkage to the Russian Federation
(BBB-/Positive). This is supported by regular state support in
the form subsidies and tax allowances, indirect state ownership
and control via JSC Russian Railways (RZD; BBB-/Positive). Based
on Fitch assessment of the strength of linkage and incentive to
support by the government Fitch uses a top-down approach, which
in combination with FPC's standalone credit profile, leads to
one-notch differential between the company's ratings with the
sovereign ratings.

KEY RATING DRIVERS

Status, Ownership and Control Assessed as Strong
FPC is a national passenger railway transportation monopoly,
which is indirectly wholly owned by the Russian Federation via
RZD. FPC's status of natural monopoly entails tight state
regulation and monitoring. There are no plans for company
privatisation. Fitch does not expect any change in FPC's legal
status in the medium term.

The state directly exercises control and oversight over FPC's
activities by setting the company's tariffs and conducting
regular state audit as well as indirectly via the presence of RZD
representatives on the company's Board of Directors. RZD also has
operating control over FPC, i.e. the parent sets its debt limits,
collects operating reports and KPI-performance on a quarterly
basis and processes FPC's day-to-day cash flows through its
treasury. FPC's strategy is dictated by the transport strategy of
Russia 2030 and other official strategic documents.

Support Track Record and Expectations Assessed as Very Strong
The company has very strong track record of state support, and
Fitch expect FPC to continue receiving tangible financial support
in the medium term. FPC receives on-going annual subsidies from
the federal budget to compensate losses due to lower-than-
economically required tariffs in the regulated part of its
business, i.e. the socially important segment (63% of FPC's
passenger turnover in 2017). The subsidies accounted for around
10%-12% of the company's revenue in 2012-2015. As expected,
direct subsidies fell in 2016-2017 to 4% of operating revenue
owing to provision of tax allowances.

Since 2016 FPC has been subject to a favourable tax regime. In
2016 federal law reduced value added tax (VAT) on long-haul
passenger transportation by rail to 10% from 18%. In 2017 the VAT
rate was further cut to zero until 2030, thus removing the
necessity for direct federal subsidies. In 2017 the indexation of
net-of-VAT part of the tariff was 13.9%, while the tariff for
end-customers effectively increased 3.9% in the regulated
segment.

In Fitch's view, the full VAT relief represents a permanent
unappropriated quasi-subsidy (RUB26 billion in 2017). Fitch
assume this form of support to be stronger than direct subsidies
due to its automatic nature and immediate inclusion in revenue.
This allowance will fund the company's social function and
provide additional cash flow for the purchase of new rolling
stock. Total state support via subsidies and tax allowances was
at 15% of total revenue in 2017.

Socio-Political Implications of Default Assessed as Moderate
FPC has a 94% share of passenger railway transportation in
Russia. It conducts the important social function of connectivity
for the vast territories of Russia and provides affordable long-
distance passenger transportation. In 2017 FPC carried 95.2
million passengers and had around a 39% share of total long-
distance passenger transportation in the country. The company
also employs about 62,800 people, making it one of the largest
commercial employers in Russia.

In Fitch view, a default of FPC may lead to some service
disruptions, but not of irreparable nature, and may not
necessarily lead to significant political and social
repercussions for the national government. In this case company's
hard assets will still be operational and alternative modes of
transportation remain available. It would instead hamper the
long-term capital modernisation programme of the company.

Financial Implications of Default Assessed as Moderate
Fitch believes a default of FPC could lead to reputational risk
for the state and RZD. Both RZD and the national treasury tap
capital markets for debt funding. Therefore a default of FPC
could to some extent influence the cost of debt financing of
other government-related entities or the state. However, FPC's
lack of exposure to international capital markets means the
impact of a default on funding is limited to the domestic market.

This rating driver may be reassessed to "Strong" if FPC
sustainably qualifies as a principal subsidiary of RZD. According
to RZD's Eurobond documentation principal subsidiary is defined
as an entity constituting above 10% of RZD group's revenue and
thus captured in RZD's cross default clause. This will
significantly increase the financial impact of a FPC default.
According to preliminary data, at end-2017 FPC's revenue share
was 9.4%, down from 9.5% in 2016 (9.1% in 2015 and 10.3% in
2014), but proximity to the 10% threshold implies a strong
propensity by RZD to keep FPC's credit quality sound.

Operating Performance
FPC's business profile continues to benefit from the company's
position as the monopoly in passenger railway transportation in
Russia. However, the company's revenue defensibility is
negatively affected by a still developing long-term tariff
system, a rather old rolling stock (around 18 years on average)
and increasing competition from airlines that are on high-
intensity routes with a range of below 1,500 km. The share of
airlines in long-haul passenger traffic increased to 53% of total
long-haul passenger turnover in 2017, from about 33% in 2010.

FPC's operational performance improved in 2017, underpinned by
economic recovery in Russia, tax allowances and management's
optimisation measures. Passenger turnover slightly decreased in
2017 to 87 billion passenger km (2016: 89.5 billion), owing to
the optimisation of routes and capacity, while cash flow from
operations improved markedly to RUB23.9 billion (2016: RUB20.6
billion). Fitch expect railway transportation volumes to increase
as the Russian economy returns to growth. Fitch forecasts
Russia's GDP growth of 2% in 2018 (2017: 1.5%).

Debt
At end-2017 FPC's net debt-to-EBITDA (Fitch-calculated on
preliminary data) was a comfortable 0.3x. Fitch expects a
significant increase in the company's consolidated direct debt to
RUB35 billion-RUB38 billion by end-2018 (2017: RUB22.8 billion),
while net debt-to- EBITDA will remain below 2x. Debt growth is
capex-driven, taking into account FPC's ambitious investment
plans of about RUB50 billion annually in 2018-2020 for rolling
stock renewal. Its debt structure is dominated by long-term
domestic bonds. FX exposure is negligible.

FPC has a sound liquidity buffer. As of end-2017, the company's
cash and cash equivalents amounted to RUB14.7 billion, which
fully covers debt due in 2018-2020. Funding is comfortable in
2018, underpinned by committed credit lines of up to RUB67.3
billion from major state-owned banks and a RUB40 billion undrawn
limit within its bond programme. This fully offsets medium-term
refinancing risk and covers expected capex needs.

RATING SENSITIVITIES

FPC's rating and Outlook are likely to mirror changes to the
ratings of the sovereign to maintain the one-notch differential.
A dilution of linkages with the sovereign through a weakening of
state control and ownership, leading to reduced state support,
could result in the ratings being further notched down from the
sovereign's.

FULL LIST OF RATING ACTIONS

JSC Federal Passenger Company
Long-Term Foreign- and Local-Currency IDRs affirmed at 'BB+',
Outlook Positive
Short-Term Foreign- and Local-Currency IDRs affirmed at 'B'
Local currency senior unsecured rating affirmed at 'BB+'


SISTEMA PJFSC: S&P Affirms 'B+' Issuer Credit Rating
----------------------------------------------------
S&P Global Ratings said that it had affirmed its 'B+' issuer
credit rating on Russian holding company Sistema (PJFSC). The
outlook is stable.

S&P also affirmed its 'B+' issue ratings on Sistema's senior
unsecured debt.

S&P removed the ratings from CreditWatch, where it placed them
with negative implications on Jan. 4, 2018.

S&P sad, "We affirmed our rating on Sistema because we see the
near-term liquidity and refinancing risks for Sistema stemming
from the legal settlement with Rosneft and Bashneft as having
decreased. We now expect its loan-to-value ratio (LTV) to remain
in line with the current rating level. Pro forma the new Russian
ruble (RUB) 80 billion bank debt issuance, which Sistema used to
finalize the litigation, we see Sistema's financial profile as
more leveraged, and we estimate the LTV at around 50% compared
with below 30% before settlement of Rosneft's claim (assuming no
major changes in the current assets' values). As of year-end
2017, Sistema's gross debt (including the RUB80 billion liability
to Rosneft) at the corporate center level totaled RUB227 billion
(approximately US$4 billion)."

Sistema fully paid RUB100 billion in three tranches in December
2017-March 2018, and Rosneft has withdrawn all its claims against
Sistema from the court. Sistema has received full access to its
assets including Russian telecom Mobile TeleSystems (MTS), which
had been frozen to secure Rosneft's claim, and it now has full
access to dividends from these assets.

The RUB80 billion secured bank debt raised to finance the
settlement with Rosneft includes partial utilization of a RUB105
billion long-term committed facility with Sberbank and a RUB40
billion short-term financing from Gazprombank and the Russian
Direct Investment Fund.

S&P said, "We continue to see the high degree of concentration in
Sistema's portfolio as a constraint for our rating. Sistema's
dependence on the performance of its two key assets is higher
than that of most other investment holding companies. The key
listed asset, MTS, has a market capitalization of around US$11.4
billion, in which Sistema owns 50.004%. MTS accounts for close to
or over 70% of Sistema's portfolio value, according to our
estimate. The sound credit standing of MTS, whose stand-alone
credit profile we assess at 'bbb-', supports our assessment of
the average credit quality of Sistema's assets in the 'bb'
category."

Sistema's other key listed asset is Russian children's goods
retailer Detski Mir, which has a market capitalization of around
US$1.2 billion and in which Sistema owns 52.09%.

Despite the high share of listed assets within Sistema's
portfolio, S&P believes that the pledge of part of those listed
assets (although S&P understands Sistema's management does not
have any intention to divest MTS) could impede their rapid
divestment and subsequently decreases the liquidity of assets as
defined in our criteria. This is because Sistema's new bank debt,
which S&P estimates accounts for around one-third of its total
debt, is secured by a pledge of the shares of MTS and Detski Mir.
S&P understands that part of the RUB105 billion Sberbank facility
remains available to Sistema. If Sistema were to draw further on
this facility, the share of secured debt in total debt could
increase. At the same time, S&P understands that Sistema's
management is also looking at unsecured sources of financing.
This is demonstrated by the two recent domestic bond issuances
totaling RUB25 billion.

S&P said, "We assume that Sistema's near-term capacity to
diversify its portfolio, in particular through debt-financed
mergers and acquisitions, is limited because Sistema's capacity
to borrow new debt or divest assets is constrained by its
maintenance covenant of net debt to consolidated operating income
before depreciation and amortization at 3.5x. In our estimates,
pro forma the new debt, this covenant is below 3.0x.

"The stable outlook reflects our expectation that, since
Rosneft's court claim against Sistema has been settled, the LTV
will not exceed 50%-55% in the next 12 months. We expect that if
it sells any assets, Sistema will use a major part of the
proceeds for deleveraging, mitigating to some extent the negative
impact on its business risk profile. That said, we do not expect
that Sistema will decrease its stake in MTS below 50%. Finally,
our stable outlook factors in our expectation that Sistema's
dividend payout policy will support its deleveraging.

"Rating upside will largely depend on the potential gradual
improvements we may observe in Sistema's LTV ratio. We may
upgrade Sistema by one notch to 'BB-' if its LTV is sustainably
below 35% and near-term maturities (including the Eurobond due in
May 2019) are comfortably covered by liquidity sources. Rating
upside will also hinge on lack of any residual legal risks for
Sistema.
We could consider a negative rating action if Sistema's financial
risk profile deteriorates, with LTV approaching 55%-60% or
higher.

"This may be a result of aggressive debt-financed asset
acquisition, which we currently do not expect, or asset
divestment not balanced by proportionate debt reduction, or
deterioration of performance of Sistema's key assets, which is
not our base case. We may also downgrade Sistema if its liquidity
deteriorates, or if Sistema is re-exposed to legal risks."


SOLLERS-FINANCE LLC: Fitch Alters Outlook to Pos., Affirms B+ IDR
-----------------------------------------------------------------
Fitch Ratings has revised Sollers-Finance LLC's (SF) Outlook to
Positive from Stable, while affirming the company's Long-Term
Issuer Default Ratings (IDRs) at 'B+'.

KEY RATING DRIVERS

The Outlook revision mirrors a similar action on PJSC Sovcombank
(SCB; BB-/Positive/bb-), one of SF's key shareholders, reflecting
a potentially higher ability to support SF, if needed. In turn,
the revision of SCB's Outlook followed the bank's announcement to
acquire a majority stake in Rosevrobank (REB; BB-/Positive/bb-),
which, Fitch believes, could be positive for the consolidated
bank's franchise and business model (see Fitch Revises
Sovcombank's and Rosevrobank's Outlook to Positive', dated 21
March 2018 at www.fitchratings.com).

SF's Long-Term IDR of 'B+' and Support Rating of '4' reflect
Fitch's view that the company could be supported by SCB, in case
of need. This view takes into account high integration between
the leasing company and the bank with SF being the bank's main
leasing vehicle and SF issuing up to 20% of leases through the
bank's branches in 2H17; significant volume of funding provided
by SCB (70% of SF's liabilities at end-2017); and SF's very small
size relative to SCB (equal to less than 1% of assets), making
any potential support manageable for the shareholder. At the same
time, SF's Long-Term IDR remains one notch below the SCB's,
reflecting only 50% ownership and the bank's intention to
gradually decrease its share in SF's funding, which makes support
somewhat less certain, in Fitch's view.

SF's standalone profile is strong, underpinned by healthy
performance though the cycle, strong liquidity and low leverage.
Negatively, the main constraints are the company's narrow
franchise and concentrated lease book.

RATING SENSITIVITIES

SF's Long-Term IDR and senior debt ratings could be upgraded
following an upgrade of SCB provided SF remains a core leasing
entity within the merged banking group. Conversely, the Positive
Outlook on SF could be revised back to Stable should SCB's
propensity to provide support to SF weaken.

Since SF's Long-Term IDR is also supported by the company's
standalone creditworthiness, a downgrade of SF would require both
deterioration in its standalone financial profile and a weakening
of SCB's propensity (or ability) to provide timely support.

The senior debt ratings could be downgraded in case of a
downgrade of SF's Long-Term IDR, or a marked increase in the
proportion of pledged assets, potentially resulting in lower
recoveries for the senior unsecured creditors in a default
scenario.

The rating actions are as follows:

Long-Term Foreign- and Local-Currency IDRs: affirmed at 'B+';
Outlooks revised to Positive from Stable
Short-Term Foreign-Currency IDR: affirmed at 'B'
Support Rating: affirmed at '4'
Senior unsecured debt: affirmed at 'B+'; Recovery Rating 'RR4'


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


CONVIVIALITY PLC: Bestway Direct Acquires Retail Business
---------------------------------------------------------
PricewaterhouseCooper disclosed that on April 6, 2018,
Matthew Callaghan, Ian Green and Peter Dickens of PwC were
appointed joint administrators of Bargain Booze Limited.

Matthew Callaghan, Ian Green and David Baxendale of PwC were
appointed joint administrators of Wine Rack Limited and
Conviviality Retail Logistics Limited.

Collectively these companies form the Conviviality Retail
business.  Following their appointment, the administrators
completed a sale of the business and assets of the retail
business to Bestway Direct Limited.

The deal comprises the Bargain Booze, Wine Rack, Select
Convenience and WS Retail (trading as Central Convenience Stores)
brands.

Bargain Booze is a national chain of primarily franchised off-
licenses, with 452 outlets across the UK

Select Convenience is a drinks led convenience store with 197
stores across the UK;

Wine Rack is a wine and spirits retailer primarily in London and
the South East of England with 31 outlets;

WS Retail, trading under Central Convenience Stores, is a chain
in the South West of England with 127 outlets;

Mr. Callaghan, partner at PwC said:

"The deal announced [Fri]day safeguards the jobs of more than
2,000 employees, ensures franchisees have the ability to continue
to trade and creates some much-needed stability for business
customers and the sector in general.

"Alongside the sale of Conviviality plc's direct business earlier
this week*, the total number of staff whose jobs have been
protected stands at more than 4,000."

On April 4, Messrs. Callaghan, Green and Baxendale of PwC were
appointed as joint administrators of Conviviality Brands Limited.
The wholesale business delivers beverages to more than 24,000
retail outlets across the UK, operating out of distribution
centres across England and Scotland.

On appointment, the administrators transferred the entire
shareholding of Matthew Clark (Holdings) Limited and Bibendum PLB
(Topco) Limited and their subsidiary businesses trading as
Catalyst, Peppermint, Elastic and Walker & Wodehouse to C&C
Holdings NI (Ltd).

As part of the deal, more than 2,000 staff were transferred to
C&C Holdings NI (Ltd).

On April 5, Messrs. Callaghan, Green and Baxendale of PwC were
appointed as joint administrators to Conviviality Plc

Conviviality (AIM: CVR) is the drinks and impulse sector's
leading independent distributor.


HOMEBASE: Westfarmers Chair to Visit UK Stores, Explores Options
----------------------------------------------------------------
Zoe Wood at The Guardian reports that the chairman of the
Australian owners of Homebase is flying to the UK for a
whistlestop tour of its stores this week as the future of the
struggling DIY chain hangs in the balance.

The Wesfarmers chairman, Michael Chaney, is being accompanied on
store visits by Archie Norman, the retail turnaround expert who
chairs Marks & Spencer and advises the Australian group, The
Guardian discloses.

In February, Wesfarmers said it was considering quitting the UK
after losses spiralled at Homebase which has more than 200 stores
and 12,000 staff, The Guardian recounts.  Customers had dwindled
after the new owners stripped out home furnishings ranges and
turned some stores into outposts of Bunnings, its successful DIY
brand in Australia, The Guardian states.

Perth-based Wesfarmers bought Homebase for GBP340 million two
years ago but the botched takeover saw the unravelling retailer
lose close to GBP100 million in the last six months of 2017, The
Guardian notes.

According to The Guardian, Wesfarmers is now said to be working
with investment bankers at Lazard to review options for Homebase.

Wesfarmers is saddled with Homebase's GBP1 billion rent bill over
the length of its leases and has already said it could close up
to 40 of the worst-performing stores, The Guardian says.  A
handful of disposals have taken place so far, The Guardian
relays.


MORPHEUS EUROPEAN 19: Fitch Affirms Then Withdraws D Loan Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Morpheus (European Loan Conduit No.
19) plc floating-rate loans due 2029 as shown below. Fitch has
simultaneously withdrawn the ratings for commercial reasons and
will no longer provide ratings and analytical coverage of the
issuer.

GBP2.2 million loan D affirmed at 'BBsf'; Outlook Stable;
withdrawn
GBP6.9 million loan E affirmed 'Dsf'; Recovery Estimate (RE) 50%;
withdrawn

The transaction was originated as a securitisation of 443 loans
secured by 901 commercial properties in England, Scotland and
Wales. In February 2018, 15 loans with an aggregate balance of
GBP9.1 million remained.

KEY RATING DRIVERS

The affirmation of loan D reflects Fitch's expectation of full
repayment of principal and deferred interest, the latter
currently amounting to GBP1 million. The deferral of senior
interest, although permitted by the documents, caps the ratings
at sub-investment grade. Fitch continues to estimate a recovery
for loan E, already rated 'Dsf' due to a prior principal loss, at
50%. Neither loan tranche is receiving any interest due to margin
compression and high senior cost (in relation to the small
transaction size).

In Fitch's understanding of the documents, the deferred interest
will only fall due when the loan D is due to be redeemed. As with
an available funds cap (AFC), interest postponed because of
prepayments is permitted under the terms and conditions of the
instrument. But unlike an AFC the amount postponed will become
due for payment, and so Fitch's ratings address the likelihood of
full repayment along with principal by legal maturity.

Deferred loan D interest ranks after loan D principal, and as
interest and principal are payable via a single combined
waterfall, loan D interest will be repaid at the expense of loan
E principal.

Based on the stable performance of the remaining 15 loans, 13 of
which benefit from scheduled amortisation, Fitch expects loan D
to repay by 2021. Loan E recoveries will be diminished by the
redemption of deferred loan D interest, unpaid senior costs (if
any) and any principal shortfall on the remaining loans.

RATING SENSITIVITIES

Not applicable.


NEX GROUP: Moody's Reviews (P)Ba1 Sub. MTN Rating for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed the Baa3 long-term ratings of
NEX Group plc (NEX Group) and affiliates on review for upgrade.

The rating action follows the announcement that NEX Group has
entered into an agreement to be acquired by CME Group Inc. (CME,
Aa3 stable). CME will acquire NEX Group for GBP 3.9 billion in
cash and CME common shares, and will fund the cash consideration
with a mix of debt and excess cash on hand.

Moody's has taken the following rating actions:

On Review for Upgrade:

Issuer: ICAP plc

-- Corporate Family Rating, Placed on Review for Upgrade,
    currently Baa3

-- BACKED Senior Unsecured MTN, Placed on Review for Upgrade,
    currently (P)Baa3

Issuer: NEX Group Holdings Plc

-- Subordinate MTN, Placed on Review for Upgrade, currently
    (P)Ba1

-- Senior Unsecured MTN, Placed on Review for Upgrade, currently
    (P)Baa3

-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Upgrade, currently Baa3

Issuer: NEX Group plc

-- BACKED Senior Unsecured Regular Bond/Debenture, Placed on
    Review for Upgrade, currently Baa3

Outlook Actions:

Issuer: ICAP plc

-- Outlook, Changed To Rating Under Review From Stable

Issuer: NEX Group Holdings Plc

-- Outlook, Changed To Rating Under Review From Stable

Issuer: NEX Group plc

-- Outlook, Changed To Rating Under Review From No Outlook

RATINGS RATIONALE

The review for upgrade reflects the potential benefits to NEX
Group's creditors if NEX Group is acquired by the higher rated
CME. CME has not indicated its post-acquisition plans with
respect to NEX Group's legal structure or its rated debt
obligations. However, even if such instruments remain outstanding
and NEX Group remains as a separate wholly-owned subsidiary of
CME, the likelihood of implicit support from CME could still
reduce the risk of default for NEX Group's creditors and result
in a ratings upgrade.

The review will consider the likelihood of the acquisition being
completed, the likely disposition of NEX Group's outstanding
rated debt post acquisition, and the probability of support from
CME for NEX Group post-acquisition if an acquisition occurs. The
transaction is expected to close in the second half of 2018,
subject to shareholder and regulatory approvals.

FACTORS THAT COULD LEAD TO AN UPGRADE

The ratings could be upgraded if NEX Group is acquired by a more
highly rated firm, especially if its rated debt is guaranteed or
assumed by the acquirer.

The rating could face upward pressure should the firm benefit
from a sustained increase in earnings while reducing debt levels
and committing to a policy of sustained gross debt/EBITDA
leverage below 2x.

FACTORS THAT COULD LEAD TO AN DOWNGRADE

NEX Group could face downward rating pressure should one of the
core platforms of the businesses underperform materially.

Underperformance or a debt-funded corporate transaction that
results in leverage of more than 2.5x without prospects for a
recovery in leverage to less than 2.0x on a sustained basis would
be negative for the rating.

The principal methodology used in these ratings was Securities
Industry Service Providers published in September 2017.



                            *********

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.

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.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2018.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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