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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, November 26, 2019, Vol. 20, No. 236

                           Headlines



A U S T R I A

ANGLO-AUSTRIAN BANK: FMA Appoints Government Commissioner


F I N L A N D

MEHILAINEN YHTYMA: Fitch Rates Upcoming EUR380MM Loan Issue B+(EXP)


H U N G A R Y

QUAESTOR: Former Head Held Responsible for Loss of Assets


I R E L A N D

EUROPEAN RESIDENTIAL 2019-NPL2: Moody's Rates Class C Notes B2(sf)


K A Z A K H S T A N

NOMAD LIFE: A.M. Best Hikes Fin'l. Strength Rating to B (Fair)


N E T H E R L A N D S

NORTH WESTERLY VI: Fitch Assigns BB-(EXP) Rating on Class E Debt


R U S S I A

KAMAZ PTC: Moody's Downgrades CFR to B1, Outlook Negative


T U R K E Y

BORAJET: Goes Bankrupt After Debt Restructuring Process Fail
YAPI KREDI: Fitch Affirms BB+ Rating on Class 2011-E Debt


U K R A I N E

VAB BANK: Debt to Ukraine Totals UAH29.3 Billion


U N I T E D   K I N G D O M

FOLIATE INSURANCE: A.M. Best Affirms B (Fair) Fin. Strength Rating
GORGIE CITY: Ten Organizations Express Interest to Buy Farm
HYPERION INSURANCE: Moody's Affirms B2 CFR, Outlook Stable
JAGUAR LAND: Fitch Puts BB-(EXP) Rating to New Sr. Unsec. Notes
JAGUAR LAND: Moody's Rates EUR500MM Sr. Unsec. Notes B1

MPORIUM GROUP: Board Appoints Begbies Traynor as Administrator

                           - - - - -


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A U S T R I A
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ANGLO-AUSTRIAN BANK: FMA Appoints Government Commissioner
---------------------------------------------------------
Boris Groendahl at Bloomberg News, citing an e-mailed statement,
reports that Austrian bank supervisor FMA appointed a government
commissioner to Anglo-Austrian AAB Bank to protect the interest of
the embattled bank's creditors and secure its assets.

According to Bloomberg, FMA appointed auditor Friedrich Otto Hief
as commissioner.

The commissioner's duties include "prohibit the credit institution
from performing any transactions which might serve to exacerbate"
the risk that it can't repay creditors, Bloomberg discloses.

As reported by the Troubled Company Reporter-Europe on Nov. 20,
2019, the FMA said that the European Central Bank had decided to
terminate a banking license for Anglo-Austrian Bank, which until a
hasty rebranding in June had been Bank Meinl.  The decision will
take effect immediately, the FMA said, amid ongoing concerns over
compliance failures and allegations of money laundering that have
dogged the bank in recent months, the FT noted.



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F I N L A N D
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MEHILAINEN YHTYMA: Fitch Rates Upcoming EUR380MM Loan Issue B+(EXP)
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Fitch Ratings assigned Mehilainen Yhtyma Oy's upcoming term loan
issue of EUR380 million an expected rating of 'B+(EXP)' with a
Recovery Rating of 'RR3'. Together with an additional equity of
EUR165 million the loan will be used to fund the acquisition of the
Finnish social and healthcare service provider Pihlajalinna Oyj and
for general corporate purposes. Fitch has also affirmed
Mehilainen's Long-Term Issuer Default Rating at 'B' with Stable
Outlook.

The assignment of the final rating is subject to the debt issue
conforming materially to the terms as presented to Fitch for the
expected rating assignment.

Mehilainen's ratings reflect a balance of an aggressive financial
risk profile with defensive diversified operations and sustainably
positive free cash flows. The Stable Outlook reflects its
expectations that the company will be able to capitalise on
supportive underlying market trends with its organic and
acquisitive strategy. Fitch projects stable operating profitability
as the company gains scale, particularly after the acquisition of
Pihlajalinna. At the same time, Fitch does not expect a material
deleveraging given Mehilainen's predominantly debt-funded
buy-and-build strategy permitted by incremental debt provisions
under the financing documentation.

KEY RATING DRIVERS

Acquisition Rating-Neutral: Fitch regards the acquisition of
Pihlajalinna as rating-neutral. Strategically, Mehilainen will
benefit from increased exposure to the growing public outsourcing
market, and consequently additional business volumes with a more
prominent market position with public clients, as municipalities
look to improve healthcare services and address budgetary deficits
against rising healthcare costs. At the same time, given the
structurally less profitable public outsourcing operations, the
share of which Fitch estimates would increase in 2021 to 34% of
sales from 17% in 2018, Fitch projects a combined operating margin
over the medium term of 12%-12.5%, (in line with current levels)
including some margin improvement during the two-year integration
period of Pihlajalinna.

Defensive Diversified Operations: As a social infrastructure asset,
Mehilaienen benefits from stable and steadily growing demand across
its diversified service lines. The addition of Pihlajalinna's
leading position in municipal outsourcing will reinforce
Mehilainen's already strong presence in the Finnish private
healthcare and social care markets, enhancing the company's
national market relevance and ability to cope with regulatory
changes. The combined entity will remain well-diversified across
various business lines as well as with private and public clients.

Meaningful Execution Risks: The acquisition will, in its opinion,
increase execution risks to meaningful from moderate levels. First,
Mehilainen already faces increased execution risks given its
ambitious business development strategy associated with rapid
external growth in addition to internal productivity improvement
measures. Second, Pihlajallinna is undergoing an operating
efficiency programme aimed at various cost improvement measures.
Finally, the integration of Pihlajalinna into Mehilainen's
franchise will necessitate additional rationalisation steps as well
as integration costs, the delivery of which is essential to
managing the combined cost base. Fitch regards appropriate cost
management as one of the key operating risk factors in this
sector.

Risk of Higher P2P Costs: Fitch furthers note inherently higher
execution risks associated with the acquisition of Pihlajalinna as
a listed entity, including possible increased costs linked to a
minority buyout in an attempt to secure the desired levels of votes
and, ultimately, cash flow control. Potentially hostile minority
shareholders behaviour could lead to materially higher acquisition
costs, which may put the ratings under pressure.

Robust Cash Flow Generation: Mehilalinen has reported sustainably
positive FCF, which Fitch expects to continue during 2019-2022,
with FCF margins estimated at 3%-4%. Fitch expects annual FCF will
increase by 2022 toward EUR90 million after the integration of
Pihlajalinna, from approximately EUR50 million on a standalone
basis. FCF is supported by adequate operating profitability,
structurally negative trade working capital and projected moderate
capex, which may decrease as Mehilainen plans lower greenfield
investments. Fitch projects most of its FCF will be reinvested in
M&A, with a forecast spend of at least EUR20 million p.a., although
larger acquisitions are likely.

Cash Generation as Differentiator: Mehilalinen's cash-generative
credit profile is among the main rating supporting factors
differentiating the company from weaker Fitch-rated private health
and social care service providers, particularly those based in the
UK, whose credit profiles are affected by insufficient national
funding, chronic shortage of nursing staff and absence of social
care reforms.

Elevated Leverage, Deleveraging Capacity: Fitch projects funds from
operations (FFO)-adjusted gross leverage will remain high at 8.0x
in 2019, at the cusp of its negative sensitivity threshold, and
temporarily increase to 9.4x after the acquisition, which Fitch
assumes to take place in 3Q20 at the earliest. On a pro-forma
basis, however, Fitch estimates the FFO-adjusted gross leverage to
remain high but stable at 8.1x. Fitch sees deleveraging capacity as
the operating impact of the acquisition, including realisation of
synergies, becomes fully visible in 2021-2022 when Fitch projects
FFO adjusted gross leverage would decrease towards 7.2x. However,
given the likelihood of further debt-funded acquisitions, leverage
is likely to remain permanently at or just below 8.0x.

Adequate Financial Flexibility: Fitch projects Mehilainen's FFO
fixed charge cover will remain at 1.5x in 2019, which is low but
adequate for the rating. Following the acquisition of Pihlajalinna,
Fitch estimates the ratio to remain at around 1.5x on a pro-forma
basis. Thereafter, Fitch expects financial flexibility will improve
marginally due to a lower share of leased assets as Pihlajalinna
operates mostly in municipality-owned premises.

Geographic Concentration, Stable Regulatory Framework: Mehilainen's
focus on Finland, which has a comparatively small privately
provided addressable healthcare and social care market estimated at
EUR6 billion, is balanced by a stable national healthcare system,
allowing private healthcare providers to participate in the public
pay market. At the same time Fitch notes rising national healthcare
costs and changing reimbursement schemes, which may have an impact
on Mehilainen in case of adverse regulatory changes.

Supporting Demand Drivers: The healthcare and social care markets
benefit from positive long-term demand fundamentals from
demographics, the need for access to high-quality services, a focus
on productivity and the growth of outpatient care create a benign
operating environment for Mehilainen. This allows it to capitalise
on the favourable market trends, even if only within the Finnish
market.

DERIVATION SUMMARY

Unlike most Fitch-rated private healthcare service providers with a
narrow focus on either healthcare or social care services,
Mehilainen differentiates itself as an integrated service provider
with diversified operations across both markets. It has a
meaningful national presence in each type of service, making its
business model more resilient against weaknesses in individual
service lines. Mehilainen also benefits from a stable regulatory
framework, which contrasts especially with the UK, where private
operators such as Elli Investments (D) have been exposed to margin
pressures due to a reduction in local authorities' fees.

Despite weak financial metrics, the rating of Mehilainen is
balanced by adequate operating profitability and sustainably
positive and robust cash flow generation supported by an
asset-light business model with low capital intensity and
structurally negative trade working capital.

Mehilainen's credit risk as a whole, and operating and financial
risk profiles, are similar to other social infrastructure assets
such as the provider of laboratory-testing services Synlab
Unsecured Bondco PLC (Synlab, B/Stable), which is also pursuing a
consolidation strategy in fragmented markets backed by private
equity. As a result, leverage for both issuers is comparably
aggressive, more commensurate with a high 'CCC' category at
8.0x-9.0x. Similarly to Mehilainen, Synlab's high leverage is
equally counterbalanced by defensive operations, intact organic
growth and satisfactory FCF generation, supporting the company's
'B' rating.

KEY ASSUMPTIONS

Fitch's Key Assumptions within its Rating Case for the Issuer:

Revenue CAGR of 19% for 2019-2022, driven by a combination of
internal and external growth, assuming the acquisition of
Pihlajalinna takes place in October 2020;

EBITDA margin to fall below 12% in 2020-2021 from 12.4% estimated
by Fitch in 2019, before gradually improving to 12.6% by 2022. This
is supported by revenue growth, implementation of synergies, plus
improvement in operating leverage and capacity utilisation rates;

Maintenance/sustainability capex at 2%-3% of sales p.a. up to
2022;

Bolt-on acquisition spending of around EUR20 million-EUR25 million
a year between 2019 and 2022; and

No dividends

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Mehilainen would be reorganised
as a going-concern in bankruptcy rather than liquidated.

Fitch has assumed a 10% administrative claim.

Its EBITDA assumption includes pro-forma adjustments for cash flows
added from the acquisition of Pihlajalinna. Fitch has used
Fitch-forecasted combined EBITDA in 2020 on a pro-forma basis of
EUR181 million, including synergies estimated at EUR4 million, from
which Fitch has deducted the annual service cost of capital leases
(associated with the acquisition) estimated at EUR4million per
year.

Fitch estimates post-restructuring EBITDA at EUR132 million, which
would imply a 25% discount to the pro-forma estimated 2020 EBITDA.
Fitch views this level of EBITDA as being the minimum earnings that
would permit the company to remain a going concern, particularly by
being able to service its ongoing debt obligations and sustain its
asset base through adequate capex and intra-year trade working
capital funding.

Fitch has used a distressed enterprise value multiple of 6.5x
implying a premium of 0.5x over the sector median o take into
account Mehilainen's stable regulatory regime for private service
providers in Finland, well-funded national healthcare systems and
the company's strong market position across diversified business
lines.

Fitch has added to senior secured debt the incremental TLB of
EUR380 million along with the EUR100 million increase in the
existing committed revolving credit facility (RCF).

After deducting 10% for administrative claims, its waterfall
analysis generates an expected ranked recovery for the new senior
secured debt in the 'RR3' category, leading to a 'B+(EXP)' rating.
The waterfall analysis output percentage on current metrics and
assumptions is 57%.

However, existing senior secured debt (TLB and RCF) remain at 'RR3'
with expected recoveries of 64% until completion of the
acquisition.

On completion Fitch expects to assign a final rating to the new
senior secured debt of 'B+' with an output percentage on current
metrics and assumptions at 57%. Overall, whether the acquisition
proceeds as planned or not, expected recoveries for the senior
secured debt will remain consistent with the 'RR3' category,
indicating a 'B+' instrument rating, one notch above the IDR.

Second-lien debt remains at 'RR6' with 0% expected recoveries. This
is unaffected by the acquisition. The 'RR6' band indicates a 'CCC+'
instrument rating, two notches below the IDR.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - Successful execution of medium-term strategy leading to a
further increase in scale with EBITDA margins sustainably at/or
above 15%;

  - Continued supportive regulatory environment and Finnish
macro-economic factors;

  - FCF margins remaining at mid-single-digit levels; and

  - FFO-adjusted gross leverage improving towards 6.5x and FFO
fixed-charge cover trending towards 2.0x.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - Pressure on profitability with EBITDA margin weakening towards
10% on a sustained basis as a result of weakening organic
performance, productivity losses with declining customer visits,
low occupancy rates, pressure on costs, or delayed acquisitions
integration;

  - Risk to the business model resulting from adverse regulatory
changes to public and private funding in the Finnish healthcare
system;

  - As a result of the above adverse trends, declining FCF margins
to low single-digit levels; and

  - FFO-adjusted gross leverage remaining above 8.0x due to
operating underperformance and/or aggressively funded further M&A,
and FFO fixed-charge cover persistently below 1.5x.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch projects consistently positive organic
liquidity at EUR20 million-EUR30 million in 2019-2020, accelerating
toward EUR90 million by 2022 as the business materially gains size
following the acquisition. These levels of internal liquidity will
be sufficient to fund future bolt-on M&A while still leaving
adequate year-end cash reserves. Fitch excludes from its freely
available cash EUR10 million as minimum cash required in daily
operations in 2019-2020, adding a further EUR10 million from 2021
onwards after the acquisition.

Refinancing risk remains manageable given the long-dated TLB and
second-lien maturities are in 2025 and 2026 respectively.

ESG CONSIDERATIONS

Mehilainen has an ESG Relevance Score of 4 for exposure to social
impact, due to the company's high dependence on public healthcare
and social care reimbursements schemes, and may have a negative
impact on the credit profile, and is relevant to the rating in
conjunction with other factors.



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H U N G A R Y
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QUAESTOR: Former Head Held Responsible for Loss of Assets
---------------------------------------------------------
Budapest Business Journal reports that Csaba Tarsoly, the former
head of failed brokerage Quaestor, has been declared personally
responsible for the company's loss of assets in a first-instance
ruling by the Budapest Municipal Court, Quaestor told state news
wire MTI on Nov. 19.

According to BBJ, the court said Mr. Tarsoly failed to perform his
management duties in the interests of creditors when the company
was threatened by insolvency and was responsible for the fact that
at least HUF11.2 billion of the claims were not satisfied,
therefore, the court ordered him to pay this amount as
compensation.  The lawsuit was initiated by Kvantal, Quaestor's
liquidator, BBJ discloses.

The National Bank of Hungary on March 10, 2015, partially suspended
the operating license of Quaestor Securities and appointed an
oversight commissioner to the company due to the irregularities
detected there, BBJ recounts.  The previous day, the Quaestor
group's bond issue company, Quaestor Financial Hrurira filed for
bankruptcy, BBJ relates.

According to the findings of the MNB, Quaestor Hrurira issued
corporate bonds of HUF210 billion, of which HUF150 billion could
have been unsanctioned bonds, BBJ notes.






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I R E L A N D
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EUROPEAN RESIDENTIAL 2019-NPL2: Moody's Rates Class C Notes B2(sf)
------------------------------------------------------------------
Moody's Investors Service assigned definitive credit ratings to the
following Notes issued by European Residential Loan Securitisation
2019-NPL2 DAC:

EUR621,500,000 Class A Residential Mortgage Backed Floating Rate
Notes due 2058, Definitive Rating Assigned A2 (sf)

EUR59,600,000 Class B Residential Mortgage Backed Floating Rate
Notes due 2058, Definitive Rating Assigned Baa3 (sf)

EUR59,600,000 Class C Residential Mortgage Backed Floating Rate
Notes due 2058, Definitive Rating Assigned B2 (sf)

Moody's has not assigned ratings to the EUR 119,800,000 Class P
Residential Mortgage Backed Notes due 2058 and EUR 470,319,000
Class D Residential Mortgage Backed Floating Rate Notes due
February 2058.

This transaction represents the sixth securitisation transaction
that Moody's rates in Ireland that is backed by non-performing
loans. The assets supporting the Notes are NPLs extended primarily
to borrowers in Ireland.

The portfolio is serviced by Start Mortgages DAC (NR). The
servicing activities performed by Start are monitored by the issuer
administration consultant, Hudson Advisors Ireland DAC ( NR).
Hudson has also been appointed as back-up servicer facilitator in
place to assist the issuer in finding a substitute servicer in case
the servicing agreement with Start is terminated.

RATINGS RATIONALE

Moody's ratings reflect an analysis of the characteristics of the
underlying pool of NPLs, sector-wide and servicer-specific
performance data, protection provided by credit enhancement, the
roles of external counterparties, and the structural integrity of
the transaction.

In order to estimate the cash flows generated by the NPLs, Moody's
used a Monte Carlo based simulation that generates for each
property backing a loan an estimate of the property value at the
sale date based on the timing of collections.

The key drivers for the estimates of the collections and their
timing are: (i) the historical data received from the servicer;
(ii) the timings of collections for the secured loans based on the
legal stage a loan is located at; (iii) the current and projected
house values at the time of default; and (iv) the servicer's
strategies and capabilities in maximizing the recoveries on the
loans and in foreclosing on properties.

Hedging: As the collections from the pool are not directly
connected to a floating interest rate, a higher index payable on
the Notes would not be offset with higher collections from the
NPLs. The transaction therefore benefits from an interest rate cap,
linked to one-month EURIBOR, with Goldman Sachs International as
cap counterparty. The notional of the interest rate cap is equal to
the closing balance of the Class A, B and C Notes. The cap expires
five years from closing.

Coupon cap: The transaction structure features coupon caps that
apply when five years have elapsed since closing. The coupon caps
limit the interest payable on the Notes in the event interest rates
rise and only apply following the expiration of the interest rate
cap.

Transaction structure: Class A Notes size is 46.7% of the total
collateral balance with 53.3% of credit enhancement provided by the
subordinated Notes. The payment waterfall provides for full cash
trapping: as long as Class A Notes is outstanding, any cash left
after replenishing the Class A Reserve Fund will be used to repay
Class A Notes.

The transaction benefits from an amortising Class A Reserve Fund
equal to 4.0% of the Class A Notes outstanding balance. The Class A
Reserve Fund can be used to cover senior fees and interest payments
on Class A Notes. The amounts released from the Class A Reserve
Fund form part of the available funds in the subsequent interest
payment date and thus will be used to pay the servicer fees and/or
to amortise Class A Notes. The Class A Reserve Fund would be enough
to cover around 32 months of interest on the Class A Notes and more
senior items, at the strike price of the cap.

Class B Notes benefits from a dedicated Class B interest Reserve
Fund equal to 7.5% of Class B Notes balance at closing which can
only be used to pay interest on Class B Notes while Class A Notes
is outstanding. The Class B Interest Reserve Fund is sufficient to
cover around 40 months of interest on Class B Notes, assuming
EURIBOR at the strike price of the cap. Unpaid interest on Class B
Notes is deferrable with interest accruing on the deferred amounts
at the rate of interest applicable to the respective Note.

Class C Notes benefits from a dedicated Class C interest Reserve
Fund equal to 10.0% of Class C Notes balance at closing which can
only be used to pay interest on Class C Notes while Class A and B
Notes are outstanding. The Class C interest Reserve Fund is
sufficient to cover around 34 months of interest on Class C Notes,
assuming EURIBOR at the strike price of the cap. Unpaid interest on
Class C Notes is deferrable with interest accruing on the deferred
amounts at the rate of interest applicable to the respective Note.
Moody's notes that the liquidity provided in this transaction for
the respective Notes is lower than the liquidity provided in
comparable transactions within the market.

Servicing disruption risk: Hudson is the back-up servicer
facilitator in the transaction. The back-up servicer facilitator
will help the issuer to find a substitute servicer in case the
servicing agreement with Start is terminated. Moody's expects the
Class A Reserve Fund to be used up to pay interest on Class A Notes
in absence of sufficient regular cashflows generated by the
portfolio early on in the life of the transaction. It is therefore
likely that there will not be sufficient liquidity available to
make payments on the Class A Notes in the event of servicer
disruption. The insufficiency of liquidity in conjunction with the
lack of a back-up servicer mean that continuity of Note payments is
not ensured in case of servicer disruption. This risk is
commensurate with the single-A rating assigned to the most senior
Note.

The principal methodology used in these ratings was "Moody's
Approach to Rating Securitizations Backed by Non-Performing and
Re-Performing Loans" published in February 2019.

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

Factors that may lead to an upgrade of the ratings include that the
recovery process of the NPLs produces significantly higher cash
flows realized in a shorter time frame than expected.

Factors that may cause a downgrade of the ratings include
significantly less or slower cash flows generated from the recovery
process on the NPLs compared with its expectations at close due to
either a longer time for the courts to process the foreclosures and
bankruptcies, a change in economic conditions from its central
scenario forecast or idiosyncratic performance factors.

For instance, should economic conditions be worse than forecasted,
falling property prices could result, upon the sale of the
properties, in less cash flows for the Issuer or it could take a
longer time to sell the properties. Therefore, the higher defaults
and loss severities resulting from a greater unemployment,
worsening household affordability and a weaker housing market could
result in downgrade of the ratings. Additionally, counterparty risk
could cause a downgrade of the ratings due to a weakening of the
credit profile of transaction counterparties. Finally, unforeseen
regulatory changes or significant changes in the legal environment
may also result in changes of the ratings.



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K A Z A K H S T A N
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NOMAD LIFE: A.M. Best Hikes Fin'l. Strength Rating to B (Fair)
--------------------------------------------------------------
AM Best has upgraded the Financial Strength Rating to B (Fair) from
B- (Fair) and the Long-Term Issuer Credit Rating to "bb" from "bb-"
of Nomad Life Insurance Company JSC (Nomad Life) (Kazakhstan). The
outlook of these Credit Ratings (ratings) remains stable.
Concurrently, AM Best has withdrawn the ratings as the company has
requested to no longer participate in AM Best's interactive rating
process.

The ratings reflect Nomad Life's balance sheet strength, which AM
Best categorizes as strong, as well as its strong operating
performance, limited business profile and weak enterprise risk
management.

The rating upgrades reflect AM Best's expectation that Nomad Life's
risk-adjusted capitalization will be maintained at the strongest
level, as measured by Best's Capital Adequacy Ratio (BCAR),
supported by a more conservative dividend policy and a lower risk
investment profile. Offsetting factors in the balance sheet
strength assessment include the significant contribution to
available capital in BCAR from the economic value embedded in life
business, which can be volatile, and the potential for adverse
reserve movements relating to the company's workers' compensation
account (approximately 26% of the net premium written).
Furthermore, the company's asset base is exposed highly to the high
financial system risk in Kazakhstan.

Nomad Life's operating performance is strong, albeit volatile, as
demonstrated by the return on equity ranging between 14.5% and
158.1% over the period 2014-2018. Overall earnings generally
benefit from a high level of investment income, reflective of the
high interest and inflation rate environment in Kazakhstan.
Prospective performance is likely to remain volatile due to
fluctuating levels of reserves and investment earnings, as well as
uncertainty regarding the profitability of the company's expanding
life book.

Nomad Life has an established business profile in Kazakhstan, with
a 27% share of the domestic life market, measured by 2018 gross
written premium. AM Best expects strong growth over the next few
years, driven by savings business and pension annuities following
changes in pension regulation that are expected to increase demand
for these products. An offsetting factor in the business profile
assessment is the company's exposure to sudden changes in the
operating or regulatory environment, which are typical in
Kazakhstan's insurance market. In addition, a major line of
business written is compulsory workers' compensation business,
which AM Best considers high risk as the company is still
developing its expertise in this class of business.



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N E T H E R L A N D S
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NORTH WESTERLY VI: Fitch Assigns BB-(EXP) Rating on Class E Debt
----------------------------------------------------------------
Fitch Ratings assigned North Westerly VI B.V. expected ratings, as
follows:

RATING ACTIONS

North Westerly VI B.V.

Class A;   LT AAA(EXP)sf; Expected Rating

Class B-1; LT AA(EXP)sf;  Expected Rating

Class B-2; LT AA(EXP)sf;  Expected Rating

Class C;   LT A(EXP)sf;   Expected Rating

Class D;   LT BBB(EXP)sf; Expected Rating

Class E;   LT BB-(EXP)sf; Expected Rating

Class F;   LT B-(EXP)sf;  Expected Rating

Sub notes; LT NR(EXP)sf;  Expected Rating

TRANSACTION SUMMARY

North Westerly VI B.V V DAC is a cash flow CLO of mainly European
senior secured obligations. Net proceeds from the issuance will be
used to fund a portfolio with a target par of EUR400 million. The
portfolio is managed by NIBC Bank N.V. The CLO envisages a 4.5-year
reinvestment period and an 8.5-year weighted average life.

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch places the average credit
quality of obligors to be in the 'B' category. The weighted average
rating factor (WARF) of the identified portfolio calculated by
Fitch is 32, below the indicative maximum covenant for assigning
expected ratings of 33%.

High Recovery Expectations: At least 90% of the portfolio comprises
senior secured obligations. Recovery prospects for these assets are
typically more favourable than for second-lien, unsecured and
mezzanine assets. The weighted average recovery rating (WARR) of
the identified portfolio calculated by Fitch is 66.30%, above the
minimum indicative covenant for assigning expected ratings of 66%.

Diversified Asset Portfolio: The covenanted maximum exposure to the
top 10 obligors for assigning the expected ratings is 20% of the
portfolio balance. The transaction also includes various
concentration limits, including the maximum exposure to the three
largest (Fitch-defined) industries in the portfolio at 40%. These
covenants ensure that the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management: The transaction features a 4.5 year
reinvestment period and includes reinvestment criteria similar to
other European transactions. Fitch's analysis is based on a
stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Analysis: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest coverage
tests.

Marginal Model Failure for Class F: The class F notes present a
marginal model failure of -0.06% when analysing the stress
portfolio. However, Fitch has assigned a 'B-(EXP)sf' expected
rating to the class F notes given that the breakeven default rate
is higher than the 'CCC' hurdle rate based on the stress portfolio
and higher than the 'B-' hurdle rate based of the identified
portfolio. As per Fitch's definition, a 'B' rating category
indicates that material risk is present, but a limited margin of
safety remains, while a 'CCC' category indicates that default is a
real possibility. In Fitch's view, the class F notes can sustain a
robust level of defaults combined with low recoveries.

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 three notches for the rated
notes. A 25% reduction in recovery rates would lead to a downgrade
of up to four notches for the rated notes.



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

KAMAZ PTC: Moody's Downgrades CFR to B1, Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded to B1 from Ba3 the corporate
family rating and to B1-PD from Ba3-PD the probability of default
rating of KAMAZ PTC, a state-controlled leading Russian truck
manufacturer. Concurrently, Moody's has downgraded the company's
baseline credit assessment, which is a measure of its standalone
credit strength, to caa1 from b3. The outlook remains negative.

RATINGS RATIONALE

The downgrade of Kamaz's ratings was triggered by deterioration in
the company's standalone creditworthiness, as measured by its BCA
of caa1, downgraded from b3, under Moody's Government-Related
Issuers (GRI) rating methodology. Kamaz's B1 rating continues to
factor in a sizeable uplift to its BCA based on Moody's assumption
of the strong probability of state support to the company in the
event of financial distress. Moody's views Kamaz as a GRI because
it is 47.1% owned by the Russian government (Baa3 stable) through
State Corporation Rosstechnologii (Rostec).

Kamaz's standalone credit quality has materially weakened over the
last 12 months because of the deterioration in its operating
performance, credit metrics and liquidity amid the downturn in the
truck market in Russia and the company's ongoing sizeable
debt-funded capital spending for product and facilities
modernisation. Moody's expects that the weak demand for trucks in
Russia will limit the potential for recovery in the company's
credit metrics through at least 2020.

Although Kamaz's revenue remained flat in the first half of 2019
compared with the first half of 2018, its Moody's-adjusted EBITDA
margin fell to 2.8% from already modest 6.3% over the same period,
because its costs of materials, energy and personnel increased,
while prices for trucks remained relatively flat. Decreased
profitability, coupled with high interest expenses, working capital
needs and capital spending, translated into strongly negative free
cash flow. Moody's expects the company's free cash flow to remain
negative and profitability to remain low, with Moody's-adjusted
EBITDA margin of around 3%, through 2020.

To cover the cash deficit Kamaz increased its debt by RUB32 billion
in 2018 and RUB18 billion in the first half of 2019, to RUB109
billion as of June 30, 2019. Combined with the drop in EBITDA, the
increase in debt pushed Kamaz's leverage, measured as
Moody's-adjusted total debt/EBITDA, to 20.1x as of June 30, 2019
from 11.1x as of year-end 2018 and 4.4x as of year-end 2017. The
company's Moody's adjusted EBITA/interest expense fell to 0.1x as
of June 30, 2019 from 0.5x as of year-end 2018 and 2.7x as of
year-end 2017. Moody's expects leverage and interest coverage to
remain weak at above 15x and nearly zero, respectively, in 2019-20,
starting to gradually recover only in 2021 if the market
environment improves by that time.

After growing in 2017-18, total sales of trucks in Russia dropped
by 3.5% in terms of units in the first nine months of 2019 because
of a lackluster economic growth in the country and a slowdown in
large infrastructure projects. The market is likely to decrease by
5%-10% in 2019 and remain flat or fall slightly in 2020, curbing
any material recovery in Kamaz's operating performance and credit
metrics.

Moody's views Kamaz's liquidity as of June 30, 2019 as weak,
estimating that the company's cash and deposit balance of RUB21
billion together with available long-term credit facilities of
RUB14 billion and operating cash flow of RUB2 billion which Moody's
expects it to generate over the following 12 months will be
insufficient to fully cover its short-term debt maturities of RUB39
billion and capital spending over the same period. However, the
company's strong relationship with state-owned banks and continued
access to domestic public debt market, as indicated by its RUB5
billion domestic bond placement in October this year, suggest that
it will be able to refinance its upcoming debt maturities.

Kamaz's BCA takes into account (1) the company's strong position in
the domestic truck market, with its market share exceeding 40%; (2)
its focus on product renewals, efficiency and cost management; (3)
its balanced debt maturity profile, with around 60% of debt due
after 2020 and 40% due after 2023; (4) state guarantees of RUB35
billion, which cover Kamaz's domestic bond placements to fund its
sizeable investment programme; (5) the company's cooperation with
leading global auto parts and automotive producers including its
minority shareholder Daimler AG (A2 negative); (6) its new
generation truck K5, which commercial production is to be launched
in 2020; and (7) Russia's programme of national projects, which, if
accelerated, should support the domestic truck market.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Kamaz's rating factors in environmental, social and governance
considerations, in particular its exposure to a risk of stricter
fuel efficiency standards or general environmental requirements
which may undermine its competitiveness or increase its costs. This
risk is mitigated by the fact that the company is developing a new
efficient engine P6 and produces electric buses and gas-powered
trucks. Social credit risk related to the automotive industry is
moderate for Kamaz, because its customer base is represented mostly
by business customers rather than retail customers, and because it
has a status of a large state-owned employer for its personnel. To
address possible fundamental changes in the industry, the company
is developing self-driving vehicles. Corporate governance risk is
fairly low because Kamaz is a listed company and has three key
shareholders -- Rostec, Avtoinvest LLC and Daimler AG, which have
members in the company's board of directors to ensure the balance
of interests and proper oversight of the company.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook on Kamaz's rating reflects weak positioning of
the company's rating in the B1 category, because of its weak
liquidity and the risk of further deterioration in its cash flow
generation, leverage and interest coverage metrics if the downturn
in the Russian truck market is stronger than Moody's currently
expects.

WHAT COULD CHANGE THE RATINGS UP / DOWN

Given the negative rating outlook, an upgrade of Kamaz's rating is
unlikely over the next 12-18 months. Moody's could change the
outlook to stable if (1) the company demonstrates a sustainable and
material recovery in its margins, leverage and interest coverage
metrics and materially improves its liquidity; and (2) conditions
in the domestic truck market materially improve.

Moody's could downgrade the rating if (1) Kamaz's credit metrics
materially deteriorate further; or (2) the company fails to
refinance its upcoming debt maturities in a timely fashion; or (3)
Moody's were to downgrade Russia's sovereign rating or revise
downwards its assessment of the probability of extraordinary
support from the government to Kamaz in the event of financial
distress.

PRINCIPAL METHODOLOGY

The methodologies used in these ratings were Global Manufacturing
Companies published in June 2017, and Government-Related Issuers
published in June 2018.

COMPANY PROFILE

KAMAZ PTC is a leading manufacturer of heavy trucks in Russia.
Russia's 100% state-owned investment holding State Corporation
Rosstechnologii holds a 47.1% stake in Kamaz. Privately held OOO
Avtoinvest owns a 23.5% stake in Kamaz, Daimler AG (A2 negative)
owns 15%, KAMAZ International Management CO LLP owns 4.3% and
Eurasian Development Bank (Baa1 stable) owns 3.7%. Individual
investors hold the remaining shares, which are in free float. In
the 12 months to June 30, 2019, Kamaz generated revenue of RUB189.6
billion ($2.9 billion) and Moody's-adjusted EBITDA of RUB5.4
billion ($83 million).



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

BORAJET: Goes Bankrupt After Debt Restructuring Process Fail
------------------------------------------------------------
Ahval, citing Airport Haber, reports that Borajet, the owners of
which have been on the run accused of belonging to a secretive
Islamist group, went bankrupt on Nov. 20.

Enforcement office in Istanbul announced official bankruptcy of
Borajet after its debt restructuring process failed, Ahval
relates.

According to Ahval, the partners in the company, businessman
İbrahim Faruk Bayindir and lawyer Halil Ibrahim Koca entered
Turkey's aviation sector as a private shuttle service in 2008 with
the purchase of a US$58-million Bombardier Global Express business
jet.

But the airline saw a dramatic growth when the partners got into
business with Yalcin Ayasli, a Turkish-American businessman and
electrical engineer, whose investment turned Borajet into a
regional airline in 2010,
Ahval notes.

Messrs. Bayindir and Koca became fugitives after being accused of
belonging to the Gulen movement, which Turkey accuses of
masterminding 2016's failed coup attempt, Ahval discloses.  And,
Turkish newspapers also labelled Ayash a member of the movement,
Ahval notes.

In an effort to part his ways with Borajet, Mr. Ayasli sold the
company to the businessman Sezgin Baran Korkmaz, a man known for
his close links to the Turkish president, Ahval states.

Mr. Ayasli this year brought Federal racketeering charges against
Mr. Korkmaz, accusing Mr. Korkmaz of targeting Borajet with a
campaign to devalue it before pressuring him to sell the airline at
a deflated cost, Ahval recounts.

Mr. Korkmaz denies the allegations against him and has launched his
own lawsuit against Ayasli in Turkey, alleging that the debt and
expenses accrued by Borajet were higher than revealed during the
sale, according to Ahval.


YAPI KREDI: Fitch Affirms BB+ Rating on Class 2011-E Debt
----------------------------------------------------------
Fitch Ratings revised the Outlooks for six Turkish diversified
payment rights programmes to Stable from Negative, while affirming
their DPR ratings. The Stable Outlook reflects that on the
respective originating bank's Long-Term Local-Currency Issuer
Default Rating (LTLC IDR) and on Turkey's sovereign rating, as well
as the relatively stable DPR flows over the past two years.

Fitch has maintained the Negative Outlook for another programme,
TIB Diversified Payment Rights Finance Company, reflecting its
decreasing and volatile offshore flows and the resultant reduced
debt service coverage ratio.

The seven programmes are:

A.R.T.S. Ltd. (ARTS, originated by Akbank T.A.S. (Akbank; LTLC IDR
B+/Stable)

Bosphorus Financial Services Limited (Bosphorus, originated by QNB
Finansbank A.S. (QNB Finansbank; LTLC IDR BB-/Stable)

DFS Funding Corp (DFS, originated by Denizbank A.S. (Denizbank;
LTLC IDR BB-/Stable)

Garanti Diversified Payment Rights Finance Company (Garanti DPR,
originated by Turkiye Garanti Bankasi A.S. (Garanti; LTLC IDR
BB-/Stable)

VB DPR Finance Company (VB DPR, originated by Turkiye Vakiflar
Bankasi T.A.O. (Vakifbank; LTLC IDR BB-/Stable)

Yapi Kredi Diversified Payment Rights Finance Company Ltd (Yapi
Kredi DPR, originated by Yapi ve Kredi Bankasi A.S. (Yapi Kredi;
LTLC IDR BB-/Stable)

TIB Diversified Payment Rights Finance Company (TIB DPR, originated
by Turkiye Is Bankasi A.S. (Isbank; LTLC IDR B+/Stable).

RATING ACTIONS

Yapi Kredi Diversified Payment Rights Finance Company Ltd

Class 2011-E XS0678316240; LT BB+ Affirmed; previously at BB+

Class 2013-D XS0950411834; LT BB+ Affirmed; previously at BB+

Class 2014-A XS1118209375; LT BB+ Affirmed; previously at BB+

Class 2015-A XS1199021426; LT BB+ Affirmed; previously at BB+

Class 2015-B XS1199023638; LT BB+ Affirmed; previously at BB+

Class 2015-C XS1199023125; LT BB+ Affirmed; previously at BB+

Class 2015-D XS1260557142; LT BB+ Affirmed; previously at BB+

Class 2015-E XS1261187675; LT BB+ Affirmed; previously at BB+

Class 2015-F XS1261205915; LT BB+ Affirmed; previously at BB+

Class 2015-G XS1261206301; LT BB+ Affirmed; previously at BB+

Class 2017-A XS1726113381; LT BB+ Affirmed; previously at BB+

Class 2017-B XS1741479494; LT BB+ Affirmed; previously at BB+

Class 2017-C;              LT BB+ Affirmed; previously at BB+

Class 2017-D XS1741479650; LT BB+ Affirmed; previously at BB+

Class 2017-E XS1741480070; LT BB+ Affirmed; previously at BB+

Class 2017-F XS1741479908; LT BB+ Affirmed; previously at BB+

Class 2017-G XS1739387642; LT BB+ Affirmed; previously at BB+

Class 2018-A XS1760837275; LT BB+ Affirmed; previously at BB+

Class 2018-B XS1777290278; LT BB+ Affirmed; previously at BB+

Class 2018-C XS1924942060; LT BB+ Affirmed; previously at BB+

Class 2019-A XS1957348367; LT BB+ Affirmed; previously at BB+

Class 2019-B XS1957348441; LT BB+ Affirmed; previously at BB+

Class 2019-C XS1957348797; LT BB+ Affirmed; previously at BB+

Garanti Diversified Payment Rights Finance Company

Series 2010-B XS0569048241; LT BB+ Affirmed; previously at BB+

Series 2010-C XS0569048670; LT BB+ Affirmed; previously at BB+

Series 2012-A;              LT BB+ Affirmed; previously at BB+

Series 2013-E XS0997596746; LT BB+ Affirmed; previously at BB+

Series 2014-A XS1051841234; LT BB+ Affirmed; previously at BB+

Series 2015-A XS1256211126; LT BB+ Affirmed; previously at BB+

Series 2015-B XS1255923689; LT BB+ Affirmed; previously at BB+

Series 2016-A XS1535877952; LT BB+ Affirmed; previously at BB+

Series 2016-B XS1535882366; LT BB+ Affirmed; previously at BB+

Series 2016-C XS1537559491; LT BB+ Affirmed; previously at BB+

Series 2016-D;              LT BB+ Affirmed; previously at BB+

Series 2016-E XS1537559731; LT BB+ Affirmed; previously at BB+

Series 2017-A XS1555070041; LT BB+ Affirmed; previously at BB+

Series 2017-B XS1555070553; LT BB+ Affirmed; previously at BB+

Series 2017-C XS1695286671; LT BB+ Affirmed; previously at BB+

Series 2017-D XS1739390430; LT BB+ Affirmed; previously at BB+

Series 2018-A XS1924354126; LT BB+ Affirmed; previously at BB+

Series 2018-B XS1924354399; LT BB+ Affirmed; previously at BB+

Series 2019-A XS1959997757; LT BB+ Affirmed; previously at BB+

A.R.T.S. Ltd.

Tranche 29 XS0657342738; LT BB+ Affirmed; previously at BB+

Tranche 39 XS1227830731; LT BB+ Affirmed; previously at BB+

Tranche 40 JE009A2RV9T3; LT BB+ Affirmed; previously at BB+

Tranche 41 JE009A2RVC90; LT BB+ Affirmed; previously at BB+

Tranche 42 XS1254574012; LT BB+ Affirmed; previously at BB+

Tranche 43 XS1308337051; LT BB+ Affirmed; previously at BB+

Tranche 44 XS1308681771; LT BB+ Affirmed; previously at BB+

Tranche 45 JE009A2XJQ84; LT BB+ Affirmed; previously at BB+

Tranche 46 XS1434558661; LT BB+ Affirmed; previously at BB+

Tranche 47 XS1438306679; LT BB+ Affirmed; previously at BB+

Tranche 48 XS1438307057; LT BB+ Affirmed; previously at BB+

Tranche 49 XS1438307305; LT BB+ Affirmed; previously at BB+

Tranche 50 XS1438307644; LT BB+ Affirmed; previously at BB+

Tranche 51 XS1438308451; LT BB+ Affirmed; previously at BB+

Tranche 52;              LT BB+ Affirmed; previously at BB+

Tranche 53 XS1435756751; LT BB+ Affirmed; previously at BB+

Tranche 54 XS1438309004; LT BB+ Affirmed; previously at BB+

Tranche 55 XS1438309186; LT BB+ Affirmed; previously at BB+

Tranche 56 XS1438310432; LT BB+ Affirmed; previously at BB+

Tranche 57 XS1801853133; LT BB+ Affirmed; previously at BB+

Tranche 58 XS1801856318; LT BB+ Affirmed; previously at BB+

Tranche 59 XS1801856409; LT BB+ Affirmed; previously at BB+

Tranche 60;              LT BB+ Affirmed; previously at BB+

Tranche 61 XS1801860427; LT BB+ Affirmed; previously at BB+

TIB Diversified Payment Rights Finance Company

Series 2012-A XS0798555966; LT BB+ Affirmed; previously at BB+

Series 2012-B XS0798556345; LT BB+ Affirmed; previously at BB+

Series 2013-D XS0985825172; LT BB+ Affirmed; previously at BB+

Series 2014-A XS1102748073; LT BB+ Affirmed; previously at BB+

Series 2014-B;              LT BB+ Affirmed; previously at BB+

Series 2014-C;              LT BB+ Affirmed; previously at BB+

Series 2015-A XS1210043052; LT BB+ Affirmed; previously at BB+

Series 2015-B XS1210043136; LT BB+ Affirmed; previously at BB+

Series 2015-C XS1210043300; LT BB+ Affirmed; previously at BB+

Series 2015-D XS1196654856; LT BB+ Affirmed; previously at BB+

Series 2015-E XS1196656471; LT BB+ Affirmed; previously at BB+

Series 2015-F XS1196656554; LT BB+ Affirmed; previously at BB+

Series 2015-G XS1316496907; LT BB+ Affirmed; previously at BB+

Series 2016-A XS1501082256; LT BB+ Affirmed; previously at BB+

Series 2016-B XS1508150452; LT BB+ Affirmed; previously at BB+

Series 2016-C XS1508150379; LT BB+ Affirmed; previously at BB+

Series 2016-D;              LT BB+ Affirmed; previously at BB+

Series 2016-E XS1529855253; LT BB+ Affirmed; previously at BB+

Series 2016-F XS1508150023; LT BB+ Affirmed; previously at BB+

Series 2017-A XS1733314790; LT BB+ Affirmed; previously at BB+

Series 2017-B XS1733315094; LT BB+ Affirmed; previously at BB+

Series 2017-C;              LT BB+ Affirmed; previously at BB+

Series 2017-D XS1725889130; LT BB+ Affirmed; previously at BB+

Series 2017-E XS1733315847; LT BB+ Affirmed; previously at BB+

Series 2017-F XS1733316068; LT BB+ Affirmed; previously at BB+

Series 2017-G XS1733316142; LT BB+ Affirmed; previously at BB+

Series 2017-H XS1739379623; LT BB+ Affirmed; previously at BB+

Series 2017-I XS1739379979; LT BB+ Affirmed; previously at BB+

VB DPR Finance Company

Tranche 2011-A;              LT BB+ Affirmed; previously at BB+

Tranche 2014-A;              LT BB+ Affirmed; previously at BB+

Tranche 2014-B;              LT BB+ Affirmed; previously at BB+

Tranche 2014-C XS1148624288; LT BB+ Affirmed; previously at BB+

Tranche 2014-D XS1148631143; LT BB+ Affirmed; previously at BB+

Tranche 2014-E XS1148633198; LT BB+ Affirmed; previously at BB+

Tranche 2014-F XS1149493022; LT BB+ Affirmed; previously at BB+

Tranche 2014-G;              LT BB+ Affirmed; previously at BB+

Tranche 2016-A;              LT BB+ Affirmed; previously at BB+

Tranche 2016-B;              LT BB+ Affirmed; previously at BB+

Tranche 2016-C XS1500557506; LT BB+ Affirmed; previously at BB+

Tranche 2016-D XS1498431326; LT BB+ Affirmed; previously at BB+

Tranche 2016-E XS1498434346; LT BB+ Affirmed; previously at BB+

Tranche 2016-G;              LT BB+ Affirmed; previously at BB+

Tranche 2018-A;              LT BB+ Affirmed; previously at BB+

Tranche 2018-B;              LT BB+ Affirmed; previously at BB+

Tranche 2018-C XS1819494060; LT BB+ Affirmed; previously at BB+

Tranche 2018-D XS1819494227; LT BB+ Affirmed; previously at BB+

Tranche 2018-E XS1819494656; LT BB+ Affirmed; previously at BB+

Tranche 2018-F;              LT BB+ Affirmed; previously at BB+

Tranche 2018-G XS1888267173; LT BB+ Affirmed; previously at BB+

Tranche 2019-A;              LT BB+ Affirmed; previously at BB+

DFS Funding Corp.

Series 2011-C XS0617411359; LT BB Affirmed; previously at BB

Series 2014-C XS1072796441; LT BB Affirmed; previously at BB

Bosphorus Financial Services Limited

Series 2015-C XS1275813126; LT BB Affirmed; previously at BB

Series 2017-A XS1735543545; LT BB Affirmed; previously at BB

Series 2017-B XS1735543628; LT BB Affirmed; previously at BB

TRANSACTION SUMMARY

The DPR programmes are financial future flow securitisations backed
by the originating bank's generation of foreign- currency flows
(typically denominated in US dollars, euros or pound sterling).
Collateral consists of existing and future rights of the bank to
receive foreign-currency payments into their accounts with
correspondent banks abroad. DPRs can arise for a variety of reasons
including payments due on the export of goods and services, capital
flows, tourism and personal remittances.

KEY RATING DRIVERS

Fitch has maintained the Going Concern Assessment (GCA) scores
assigned to the originating banks. QNB Finansbank and Denizbank
have a GC2 score, while all other originators have a GC1 score.

Fitch has maintained the notching differential between the DPR
rating and the respective originator's LTLC IDR. The DPR ratings
are unaffected by the Outlook change of the sovereign and the
originating banks due to the still challenging market conditions,
although short-term risks have reduced alongside Turkey's progress
in rebalancing and stabilising the economy. Fitch will continue to
monitor the DPR flows development.

Fitch has tested the sufficiency and sustainability of the debt
service coverages under various scenarios, including interest rate
and FX stresses, a reduction in payment orders based on the top 20
beneficiary concentrations and a reduction in remittances based on
the steepest quarterly decline in the last five years. Fitch
considers that the DSCRs for all seven programmes are currently
sufficient to support their ratings.

ARTS (BB+/Stable)

Fitch has affirmed ARTS' DPR notes at 'BB+' and revised the Outlook
to Stable from Negative. The 'BB+' DPR rating reflects an unchanged
three-notch uplift from Akbank's LTLC IDR of 'B+'. Fitch calculates
the monthly DSCR for the programme at 61x based on the monthly
average offshore flows processed through designated depositary
banks of the past 12 months and 45x based on the lowest monthly
flows in the past five years, after incorporating interest rate
stresses.

TIB DPR (BB+/Negative)

Fitch has affirmed TIB DPR's notes at 'BB+', three notches above
Isbank's LTLC IDR of 'B+'. The Outlook is Negative, reflecting its
decreasing and volatile offshore flows. Fitch calculates the
monthly DSCR for the programme at 43x based on the average monthly
flows of the past 12 months and 30x based on the lowest monthly
flows in the past five years. DSCRs have become weaker compared
with its previous analysis of the programme and it is now in the
mid-to-low range of peer programmes. A further decrease of offshore
DDB flows could translate into rating pressure.

Garanti DPR (BB+/Stable)

Fitch has affirmed Garanti DPR's notes at 'BB+' and revised the
Outlook to Stable from Negative. The 'BB+' DPR rating reflects an
unchanged two-notch uplift from Garanti's LC IDR of 'BB-'. The
notching uplift on the DPR debt includes the consideration that
Garanti's LC IDR reflects foreign parent support. Fitch calculates
the monthly DSCR for the programme at 46x based on the average
monthly flows of the past 12 months and 41x based on the lowest
monthly flows in the past five years.

Yapi DPR (BB+/Stable)

Fitch has affirmed Yapi DPR's notes at 'BB+' and revised the
Outlook to Stable from Negative. The 'BB+' DPR rating reflects an
unchanged two-notch uplift over Yapi Kredi's LC IDR of 'BB-'. The
notching uplift on the DPR debt includes the consideration that
Yapi Kredi's LC IDR reflects foreign parent support. Fitch
calculates the monthly DSCR for the programme at 55x based on the
average monthly flows of the past 12 months and 41x based on the
lowest monthly flows in the past five years.

VB DPR (BB+/Stable)

Fitch has affirmed VB DPR's notes at 'BB+' and revised the Outlook
to Stable from Negative. The 'BB+' DPR rating reflects an unchanged
two-notch uplift over Vakifbank's LC IDR of 'BB-'. The notching
uplift on the DPR debt includes the consideration that Vakifbank's
LC IDR reflects state support. Fitch calculates the monthly DSCR
for the programme at 37x based on the average monthly flows of the
past 12 months and 19x based on the lowest monthly flows in the
past five years.

Bosphorus (BB/Stable)

Fitch has affirmed Bosphorus's DPR notes at 'BB' and revised the
Outlook to Stable from Negative. The 'BB' DPR rating reflects an
unchanged one-notch uplift over QNB Finansbank's LC IDR of 'BB-'.
The notching uplift on the DPR debt includes the considerations
that QNB Finansbank's LC IDR reflects foreign parent support and
its relative position, as reflected in the GC2 score, in the
Turkish banking sector. Fitch calculates the monthly DSCR for the
programme at 54x based on the average monthly flows of the past 12
months and 19x based on the lowest monthly flows in the past five
years.

DFS (BB/Stable)

Fitch has affirmed DFS's DPR notes at 'BB' and revised the Outlook
to Stable from Negative. The 'BB' DPR rating reflects an unchanged
one-notch uplift from Denizbank's LTLC IDR of 'BB-'. The notching
uplift on the DPR debt includes the considerations that Denizbank's
LTLC IDR reflects foreign parent support and its relative position,
as reflected in the GC2 score, in the Turkish banking sector. Fitch
calculates the monthly DSCR for the programme at 288x based on the
average monthly flows of the past 12 months and 165x based on the
lowest monthly flows in the past five years.

RATING SENSITIVITIES

The most significant variables affecting the transactions' ratings
are the originator's credit quality, the GCA score, the DPR flows
and debt coverage ratios. Fitch would analyse a change in any of
these variables for their impact on the transactions' ratings.
Increased economic stability could contribute positively to the
rating consideration.

Another important consideration that could lead to rating action is
the level of future flow debt as a percentage of the bank's overall
liability profile, the bank's non-deposit funding and long-term
funding. This is factored into Fitch's analysis to determine the
maximum achievable notching differential, given the GCA score.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.



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

VAB BANK: Debt to Ukraine Totals UAH29.3 Billion
------------------------------------------------
Interfax-Ukraine reports that the total debt of insolvent VAB Bank
and bank Financial Initiative of Oleh Bakhmatiuk to the state is
UAH29.3 billion, including a UAH11 billion debt to the Deposit
Guarantee Fund, a UAH10.6 billion debt to the National Bank of
Ukraine (NBU) and a UAH7.7 billion debt to three
state-run banks.

According to a posting of the NBU press service on Facebook on Nov.
15, the debt of the former owner of VAB Bank and Financial
Initiative Bank to the central bank was secured by his personal
guarantee to repay a total amount of UAH8.6 billion and property
guarantees of Mr. Bakhmatiuk's companies, Interfax-Ukraine notes.

"In order for these guarantees to turn into a real refund, the NBU
filed more than 50 lawsuits against him and his companies,"
Interfax-Ukraine quotes the regulator as saying.

The central bank said that as of Oct. 15, 19 court decisions on Mr.
Bakhmatiuk's guarantee agreements regarding the bank Financial
Initiative were made in favor of the National Bank and entered into
legal force, while there are no decisions regarding the VAB bank,
Interfax-Ukraine relates.



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

FOLIATE INSURANCE: A.M. Best Affirms B (Fair) Fin. Strength Rating
------------------------------------------------------------------
AM Best has affirmed the Financial Strength Rating (FSR) of B
(Fair) and the Long-Term Issuer Credit Rating (Long-Term ICR) of
"bb+" of Foliate Insurance Company Limited (Foliate) (United
Kingdom). The outlook of these Credit Ratings (ratings) is stable.

The ratings reflect Folgate's balance sheet strength, which AM Best
categorizes as adequate, as well as its adequate operating
performance, very limited business profile and appropriate
enterprise risk management.

Foliate was acquired by its parent, Anglo London Limited (ALL), in
2014, and re-commenced active underwriting in September 2015,
writing quota-share reinsurance for business sourced by an
affiliated company, Anglo Pacific Consultants (London) Limited
(APC). APC is a managing general agent specializing in commercial
lines insurance for small and medium-sized businesses. In 2018,
Foliate received an insurance license, and as part of its new
business model, secured a co-insurance agreement with Lloyd's
syndicate to support its capacity. According to the agreement,
effective from January 2019, Foliate accepts 30% of APC's risks,
with the remainder placed with Lloyd's syndicate. Foliate expects
gross written premiums of approximately GBP 7.5 million in 2019.

Folgate's balance sheet strength is underpinned by risk-adjusted
capitalization, as measured by Best's Capital Adequacy Ratio
(BCAR), which is expected to remain at least at the very strong
level. However, risk-adjusted capitalization is exposed to
potential volatility in stressed scenarios, due to its small
capital base. The impact from ALL on balance sheet strength is
assessed as negative, due to its inadequate consolidated BCAR
scores, high financial leverage, and limited financial
flexibility.

The insurer's underwriting portfolio is highly concentrated by
product and geography and is dominated by U.K. commercial lines
insurance. In addition, AM Best views Folgate's position in the
competitive U.K. market as vulnerable and highly dependent on third
parties. This is partly mitigated by APC's underwriting expertise
and existing broker relationships, which benefit Folgate's business
profile.

AM Best expects Folgate's underwriting results to be positive for
2019, based on a reported technical profit of GBP 0.5 million for
the first nine months of the year. Foliate is managed by APC, whose
commissions make up most of the insurer's operational expenses.
Prospective operating performance is expected to benefit from
modest investment income.

GORGIE CITY: Ten Organizations Express Interest to Buy Farm
-----------------------------------------------------------
BBC News reports that ten charities and commercial organizations
have "expressed interest" in buying a troubled Edinburgh city farm,
its liquidator has confirmed.

According to BBC, some of those interested in acquiring Gorgie City
Farm have carried out site visits and asked for more information.

It went into liquidation earlier this month, with the loss of 18
jobs, BBC relates.  A skeleton staff remains on site to care for
the animals, BBC notes.

Liquidator Shona Campbell -- sjc@hlca.co.uk -- of MHA Henderson
Loggie, as cited by BBC, said: "This is positive news, however
councillors should be aware it could take many weeks before they
are able to submit proposals and secure the funding that is
required to take over the running of the farm."

Ms. Campbell said she was willing to continue running the site
while a new buyer was secured but there were no funds to meet costs
including staffing and animal feed, notes the report.

She said "We are exploring ways of covering the ongoing costs for
the period of time it will take for the interested parties to
perform proper and considered due diligence and to secure the
required funding to ensure the financial stability and future
sustainability of the farm," BBC adds.


HYPERION INSURANCE: Moody's Affirms B2 CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Hyperion Insurance Group Limited. Concurrently, Moody's has
affirmed the B2 ratings on the company's guaranteed senior secured
revolving credit facility and the guaranteed senior secured term
loans issued by Hyperion Refinance S.a.r.l. and HIG Finance 2
Limited. The outlooks on all issuers remain stable.

HIG is a holding company whose principal activities include
insurance broking as well as underwriting on behalf of third-party
capacity providers.

RATINGS RATIONALE

The affirmation of the B2 CFR follows HIG's intention to raise $100
million add-on to Hyperion Refinance's term loan to fund its locked
account and reflects Moody's view that, despite the increase in
gross debt resulting from the expected issuance, a credit negative,
the financial flexibility of the group and its financial leverage
metric remain within the range expected for the current rating
level.

In addition, the rating also reflects the company's strong market
presence in its chosen niche segments, good diversification across
geographic regions and business lines, healthy EBITDA margins and a
track record of robust organic growth.

Moody's estimates that HIG's leverage, as measured by debt/EBITDA,
increased to 6.5x (LTM June 2019), from 5.9x in September 2018.
This leverage metric, which is pro forma and incorporates Moody's
adjustments for operating leases, deferred considerations, certain
non-recurring costs, and run-rate earnings from completed
acquisitions, is netted by HIG's locked account, that can only be
accessed to fund future acquisitions, new hires, purchase minority
interests, pay deferred consideration obligations or repay credit
facilities.

While the issuance has virtually no impact on the pro forma
leverage metric, given treatment of the locked account, the debt
issuance is credit negative, as it will increase overall debt
levels and will widen the gap between gross and net by locked
account leverage metrics. Moody's expects the leverage ratio to
decrease but remain near the 6.5x level over next 12 months as
EBITDA will continue to benefit from top line growth and ongoing
cost efficiencies. Moody's also expects that HIG will continue to
fund acquisitions and new hires through the issuance of debt.
Therefore the pace of deleveraging will ultimately depend on the
group's EBITDA performance and success of the group's growth
strategy. In the first 9 months of 2019, HIG reported an EBITDA
(adjusted for non-recurring costs) of £155.6 million, resulting in
a significant growth of 15% on a comparable basis. When excluding
M&A pro forma adjustments, the company reported a more moderate
EBITDA growth of 7%.

In addition, Moody's notes that the amendments to the existing
credit agreement, notably the inclusion of new hires as a permitted
use of proceeds from the locked account as well as the increase of
leverage governor to 5.5x (from 5.0x), based on company's
calculations, first lien net leverage for permitted acquisitions
and repurchases of minority interests, have limited credit
implications.

The CFR remains constrained by the group's high leverage profile
and the agency's expectation of ongoing material cash outflows
related to past and future acquisitions.

OUTLOOK AND FACILITY RATINGS

The rating outlook is stable and reflects Moody's expectation that,
notwithstanding the material increase in borrowings over the last
year, Hyperion group will gradually reduce its pro forma financial
leverage through EBITDA growth and further payments of outstanding
deferred consideration obligations related to recent acquisitions.

WHAT COULD DRIVE THE RATING UP / DOWN

Factors that could lead to an upgrade of Hyperion group's ratings
include: (i) EBITDA coverage of interest consistently exceeding
3.0x; (ii) free-cash-flow-to-debt ratio consistently exceeding 6%;
and (iii) debt-to-EBITDA ratio consistently below 5.5x.

Factors that could lead to a rating downgrade include: (i) EBITDA
coverage of interest below 1.5x; (ii) free-cash-flow-to-debt ratio
remaining below 3% for the foreseeable future; and/or (iii)
debt-to-EBITDA ratio consistently above 6.5x.

LIST OF AFFECTED RATINGS

Issuer: Hyperion Insurance Group Limited

Affirmations:

Long-term Corporate Family Rating, affirmed B2

Probability of Default Rating, affirmed B2-PD

Backed Senior Secured Revolving Credit Facility, affirmed B2

Outlook Action:

Outlook remains Stable

Hyperion Refinance S.a.r.l.

Affirmation:

Backed Senior Secured Term Loan Facility, affirmed B2

Outlook Action:

Outlook remains Stable.

HIG Finance 2 Limited

Affirmation:

Backed Senior Secured Term Loan Facility, affirmed B2

Outlook Action:

Outlook remains Stable

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.

JAGUAR LAND: Fitch Puts BB-(EXP) Rating to New Sr. Unsec. Notes
---------------------------------------------------------------
Fitch Ratings assigned Jaguar Land Rover Automotive plc's proposed
benchmark senior unsecured notes an expected 'BB-(EXP)' rating. The
notes will be guaranteed by Jaguar Land Rover Limited and Jaguar
Land Rover Holdings Limited and will be used for general corporate
purposes. The rating is in line with Jaguar Land Rover's existing
bonds, with which the notes are expected to rank pari passu.

The assignment of a final rating is contingent on the receipt of
final documents materially conforming to information already
reviewed.

The rating reflects JLR's weaker business profile relative to peers
as risks increase in its markets, particularly in technology
requirements as well as its investment in new models and platforms.
The prospect of a disorderly Brexit and the spectre of US tariffs
on car imports from Europe are additional risks. Fitch expects
JLR's negative free cash flow (FCF) will continue until the
financial year ending March 2021 (FY21), reflecting its intensive
investment programme in electric powertrain, model replacement and
new chassis architecture.

KEY RATING DRIVERS

High Operational Leverage: JLR's business risk profile is
negatively affected by its small scale relative to investment grade
auto manufacturers as well as its high operating leverage. JLR's
EBIT margin and cash flow were negatively impacted by declining
retail sales in China, Europe and Overseas markets in 1H FY20,
although Chinese retail sales recovered in 2Q FY20 driving a return
to profitability in the quarter. The declining sales have been
countered by cost reductions related to Project Charge initiatives.
Fitch expects volumes to remain relatively flat for FY20.

Profitability Remains Weak: Fitch expects JLR's EBIT margin to
recover to between 1%-2% in FY20 and FY21, from negative 1.8%
(excluding write-downs) in FY19, supported by solid mid-cycle
refresh performance of the Range Rover Sport and increasing sales
of the all-new Range Rover Evoque. Management have achieved GBP0.5
billion of the GBP1.0 billion cost and profit savings related to
Project Charge, and is confident that it can reach the GBP 1
billion target in 2H FY20 through staff, material and overhead cost
savings. Fitch expects the EBIT margin to increase to 4% in FY22 as
the full effect of cost savings and launch of higher margin models
is felt.

Capex Drives Negative FCF: Despite a cut in investment spending in
FY19, JLR's capex levels remain high relative to its peers. This
spending includes investment in new models, a new modular chassis
and electrification, including investment in a new battery
facility. Fitch expects JLR to generate significantly negative FCF
for FY20 and FY21, before turning marginally positive following the
completion and launch of these key chassis and electrification
programmes.

Aggressive Investment Plan: Fitch expects investment spending to
remain high at between GBP3.5 billion-GBP4.0 billion from FY20-22.
Fitch expects investment in new models, such as the Defender and
Range Rover replacements, to bolster revenue and profitability in
FY21 and FY22. JLR's investments in electric drivetrain and battery
plants should protect the company from capacity constraints in
electric vehicle production, and ensure the supply chain remains
under JLR's control for future production.

Increased Leverage: Fitch expects funds from operations (FFO)
adjusted net leverage to increase to just below 1.5x in FY21 from
0.9x in FY19 and 0.1x in FY18. The increase in net leverage has
been driven by declining FFO and the issuance of debt to finance
the company's investment and maintain liquidity.

Hard Brexit Potentially Disruptive: The risk of a disorderly Brexit
remains. Related disruptions to supply chain flows could result in
production delays with a short-term impact on cash flow. The
clearance of imported parts to support just-in-time assembly, and
the risk that the supply chain could significantly lengthen could
add unwelcome uncertainty to deliveries.

However, Fitch expects any tariff effects in trading with the EU to
be largely absorbed in the short term by likely sterling
depreciation as 80% of its products are sold in non-sterling
markets. JLR has planned to reduce the risk of a hard Brexit, for
example by increasing the buffer of production stock. Fitch expects
these steps will limit interruptions in output.

Limited Scale and Product Diversity: JLR's scale and range of
products are smaller than premium-segment peers, which raises the
risk of volatility in earnings and cash flow. Fitch expects JLR's
strategy of increasing the number of its models using new modular
architecture to both reduce the risk of new model launches and to
increase capacity utilisation. However, Fitch forecasts modest
growth in JLR's overall volumes, based on model renewal and new
nameplate launches such as the Defender and Range Rover
replacement. Fitch expects JLR to be extremely focused on margin
per unit, with stronger stock control to improve cash generation.

Fuel Efficiency Requirements Challenging: Tightening emission
controls remain a challenge for JLR as its product portfolio is
currently weighted towards larger, less fuel-efficient SUVs. Diesel
accounted for about 71% of JLR's sales in Europe in FY19. This
could be reduced by JLR's plans to offer the option of
electrification on all of its vehicles from 2020. JLR's
introduction of plug-in hybrid electric vehicle technology has
supported sales of its high-end SUVs. The construction of a battery
assembly facility at Hams Hall and production of electric drive
units in Wolverhampton will improve the efficiency of production of
its electric cars.

DERIVATION SUMMARY

JLR competes in the premium segment with Daimler AG's Mercedes
(A-/Stable), BMW AG and Volkswagen AG (BBB+/Stable), notably VW's
Audi brand. JLR is much smaller than the larger German peers, has a
more limited product portfolio and a largely UK manufacturing base.
This limits economies of scale and leads to concentration risk. The
company has been expanding its model range and has increased the
diversification of its manufacturing following the opening of a new
factory in Slovakia and contract manufacturing with Magna Steyr in
Austria. Nevertheless, the concentration of manufacturing in the UK
means that JLR is the most exposed of its portfolio of automotive
manufacturers to a disorderly Brexit.

JLR's profitability and cash flow generation during this period of
investment are significantly lower than other rated peers such as
Fiat Chrysler Automobiles N.V. (BBB-/Stable) and Peugeot S.A.
(BBB-/Stable). JLR's profitability and FCF declined further in FY19
to negative 1.8% and negative 6.3%, respectively. JLR's capital
structure is also the weakest among its peers, with FFO adjusted
net leverage increasing to 0.9x in FY19 and forecast to increase to
just below 1.5x in FY21.

No Country Ceiling, parent/subsidiary or operating environment
aspects has an impact on the rating.

KEY ASSUMPTIONS

  - Revenue to grow by under 1% in 2020, before recovering to
mid-single digit growth in FY21 and FY22

  - EBIT margin to recover to between 1%-2% in FY20 and FY21,
increasing to 4% in FY22

  - Capex of between GBP3.5 billion-4 billion per year from FY20 to
FY22

  - No dividend payment in FY20

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Positive Rating Action

  - Operating margin sustainably above 2%

  - Significantly positive FCF margin

  - FFO-adjusted net leverage below 0.5x

Developments that May, Individually or Collectively, Lead to
Negative Rating Action

  - FCF margin does not recover to positive by FY22

  - Failure to mitigate the worst effects of a disorderly Brexit or
significant changes to current tariff regimes, resulting in a
materially weaker financial profile than forecast

  - Operating margin sustainably below 1%

  - FFO-adjusted net leverage above 1.5x

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: At end-September 2019, JLR reported cash and
cash equivalents of GBP1.97 billion, short-term liquidity deposits
of GBP874 million and committed undrawn facilities of GBP1.9
billion maturing in 2022. Since September 2019, JLR has further
strengthened its liquidity by procuring a GBP625 million, five-year
amortising loan, supported by a UK export finance guarantee, and a
GBP100 million facility with Black Horse financing on the company's
used fleet vehicles. The proposed bond issuance will further
strengthen the company's liquidity position.

Following the repayment of the USD500 million bond maturing on
November 15, 2019, the remaining short-term debt maturity consists
of a USD500 million bond maturing in March 2020. JLR has more than
sufficient liquidity to cover this maturity, in addition to the
expected negative FCF in FY20 and FY21.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3, meaning that ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.

JLR has an ESG Relevance Score of 4 for GHG Emissions & Air Quality
as the company is facing stringent emissions regulation in Europe,
US and China. Investment in lower emission technologies is a key
driver of the company's strategy and is expected to continue to put
pressure on cash generation. This is therefore relevant to the
rating in conjunction with other factors.

JAGUAR LAND: Moody's Rates EUR500MM Sr. Unsec. Notes B1
--------------------------------------------------------
Moody's Investors Service assigned a B1 instrument rating to Jaguar
Land Rover Automotive plc's new expected EUR500 million senior
unsecured notes due 2024.

RATINGS RATIONALE

The new notes rank pari passu with the existing unsecured financial
indebtedness of the company, which continues to represent the vast
majority of the company's debt capital structure. The notes are
unsecured, but benefit from guarantees of the principal operating
subsidiaries. Accordingly, they are rated in line with the existing
senior unsecured notes.

JLR reported strong results for the fiscal second quarter to
September 2019, including +8% revenue growth, a 4.8%
company-reported EBITDA margin improvement and significant
reduction in cash outflows compared with the second quarter of the
prior fiscal year. As a result, Moody's-adjusted debt/EBITDA has
reduced for the first time in several quarters to 8.9x on a last
twelve months basis, down from 10.6x as of fiscal year-end March
2019.

While this development could signal the start of a turnaround in
performance for JLR, the company will nevertheless face challenges
for the remainder of FY20 and FY21 period due to a generally weak
market outlook and continued investments to support the transition
to greater emission efficiency and electrification (and hence new
models), notwithstanding the substantial restructuring programme.
Uncertainty from potential Brexit and US tariff developments also
remains with the company opting for a one week production shutdown
in November across its UK sites. Nevertheless, the strong quarter
could be an indicator that leverage has reached its peak.

The strong performance in the second quarter was supported by a
rebound in retail volumes in China up 24.3% year-over-year and with
total retail volumes down -0.7%, which is the slowest quarterly
decline in the last 5 quarters. While this could be a sign of a
stabilisation of retail sales, Moody's notes that performance
across regions remains uneven and volatile. Retail volume
improvement was primarily driven by China and to a lesser extent
Europe (+0.9%), while retail volumes in North America were slightly
negative. In fact, the UK turned negative (-5.1%) in Q2 and
Overseas retail volumes (-19%) have declined substantially in the
last 2 quarters.

In the currently challenging market environment, visible aggregate
volume growth will be difficult to achieve for JLR in Moody's view.
Moody's also notes that the growth in volumes, at least in the
second quarter, has been largely reliant on three models: Range
Rover Evoque, Range Rover Sport and the Jaguar I-PACE. The success
of coming model launches will be critical to growth and Moody's
views positively the company's lineup including, in the near-term,
the ramp up of the refreshed Land Rover Discovery Sport (not yet on
sale in China) and the launch of the new Defender.

JLR has also taken steps to improve its profitability with the
company-reported EBITDA margin improving to 13.8% from 9.0% in last
year's second quarter. Aside from the better volume performance,
additional factors included a favourable model mix and progress
under the company's restructuring programme Project Charge, which
contributed GBP162 million to profits. The restructuring efforts
should continue to further help sustain profit improvements going
forward.

Moody's also views positively the sizeable reduction in negative
company-reported free cash flow (similar to Moody's definition of
free cash flow after capex and interest) to -GBP64 million in the
second quarter compared with -GBP623 million for the second quarter
of fiscal 2019 and -GBP783 million on a year to date basis. By
comparison, in the first half of fiscal 2019 the company reported a
-GBP2.3 billion free cash flow and the improvement demonstrates the
progress regarding the company's restructuring efforts. Given the
seasonal pattern of a typically significantly stronger second half
in terms of both profits and cash flows, the company appears on
track to achieve significant improvements over last year's cash
flow generation. However in line with the company's guidance,
company-reported free cash flow is likely to remain negative for
both FY20 and FY21, because the company will continue to invest to
support new, more fuel-efficient or electric model launches.

Moody's also takes note of the company's additional debt from the
GBP425 million (assuming full drawing) receivables facility (GBP297
million drawn at September 30, 2019), the GBP625 million UKEF
funding and GBP100 million fleet buyback facility secured in recent
months. While this will notably increase Moody's-adjusted debt,
Moody's also expects the effect to be largely balanced by the
repayment of the $500 million senior notes completed on November
15, 2019 and $500 million senior notes due March 2020. In line with
the company's statements, however, JLR may also pursue additional
funding options that may lead to further increases in debt.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure could arise should JLR be able to (1) reduce
leverage (Debt/EBITDA) to below 5.0x; (2) improve Moody's-adjusted
EBITA margin to sustainably above 2% and (3) materially reduce
negative free cash flow. Conversely, JLR's ratings could be under
further negative pressure in case of (1) failure to demonstrate
material improvements in profitability in the next 12 to 24 months;
(2) Moody's-adjusted debt/EBITDA to consistently exceed 6.0x; or
(3) a deterioration in JLR's liquidity position as a result of
continued high negative free cash flows.

The principal methodology used in this rating was Automobile
Manufacturer Industry published in June 2017.

JLR is a UK manufacturer of premium passenger cars and all-terrain
vehicles under the Jaguar and Land Rover brands. JLR operates six
sites in the UK, one in Slovakia and has a joint venture (JV) in
China. The company generated 42% of fiscal 2019 unit (retail) sales
in Europe (of which 20% in the UK), 24% in North America, 17% in
China (including JV) and 16% in other overseas markets, resulting
in total revenue of GBP24.2 billion for fiscal 2019.

MPORIUM GROUP: Board Appoints Begbies Traynor as Administrator
--------------------------------------------------------------
Mporuim Group plc on Nov. 20 provided an update further to the
announcement of October 21, 2019.

In that announcement, the directors of the Company ("Board")
described a fundamental uncertainty with regard to the Company's
financial position and ability to continue as a going concern.
Trading in the Company's shares on AIM was subsequently suspended
at the request of the Company.  The Board has since explored a
number of alternatives for preserving the value of the Group as a
going concern.  Despite the Board's best efforts this has not
proved possible.

The Board disclosed that Kirstie Provan --
kirstie.provan@begbies-traynor.com -- and
Gary Shankland -- gary.shankland@begbies-traynor.com -- of Begbies
Traynor have been appointed as administrators to the Company's
wholly-owned trading subsidiary, Mporium Limited ("MPML").

The Board has concluded that the Company is no longer viable as a
going concern and is taking advice as regards the steps to be taken
to wind up the affairs of the Company.  The Board does not expect
there to be any surplus available to shareholders of Mporium
following the administration of MPML and that Mporium has no other
assets with any material value in them likely to produce such a
surplus.  Notices in this regard are expected be sent to
shareholders and creditors of the Company in the near future.

finnCap Ltd, the Company's nominated adviser, has subsequently
resigned as the Company's nominated adviser and joint broker with
immediate effect.

Following the appointment of administrators, the business and
assets of MPML was sold by the administrators to a new company
where Charles Pendred and Tom Smith are directors.  This
transaction has preserved all of the jobs of the employees.

Pursuant to AIM Rule 1, if a replacement Nominated Adviser is not
appointed within one month, the admission of the Company's
securities will be cancelled on AIM.  The Company has no current
intention of appointing a replacement Nominated Adviser.  The
Company's shares remain suspended from trading on AIM.

mporuim Group plc (formerly MoPowered Group plc) is a technology
company at the forefront of the transformation in digital
marketing.  Mporium's proprietary technology enables advertisers,
to identify and monetise micro-moments -- those moments when there
are significant changes in the levels of consumer intent.


                           *********


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 2019.  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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