/raid1/www/Hosts/bankrupt/TCREUR_Public/201110.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Tuesday, November 10, 2020, Vol. 21, No. 225

                           Headlines



G E R M A N Y

WIRECARD: Philippine Authorities Probe Law Office, Tour Operator


H U N G A R Y

MTB MAGYAR: S&P Alters Outlook to Developing & Affirms 'BB/B' ICRs


K A Z A K H S T A N

AMANAT INT'L: Fitch Withdraws 'B' Insurer Finc'l. Strength Rating


N O R W A Y

NORWEGIAN AIR: Norwegian Government Won't Provide Further Backing


P O R T U G A L

SATA AIR: Moody's Rates EUR35MM Unsec. Notes Due 2030 'Ba1'


S P A I N

CODERE SA: S&P Hikes ICR to 'CCC' on Completion of Restructuring
ONIX ASIGURARI: Fitch Assigns 'BB-' IDR, Outlook Stable


U N I T E D   K I N G D O M

JOHNSTON PRESS: FRC Imposes Fine on Deloitte Over Audit Failures
MARKS & SPENCER: S&P Affirms 'BB+' ICR on Business Resiliency
PIZZAEXPRESS: Appoints Allan Leighton as Chairman

                           - - - - -


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G E R M A N Y
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WIRECARD: Philippine Authorities Probe Law Office, Tour Operator
----------------------------------------------------------------
John Reed and Stefania Palma at The Financial Times report that
Philippine authorities are probing the financial transactions of a
law office and a tour operator for possible connections to
Wirecard, the collapsed German payments firm, and its former chief
operating officer Jan Marsalek, a government official said.

Menardo Guevarra, the Philippine justice secretary, also said on
Nov. 8 that three immigration officials were formally charged and
"preventively suspended" for 90 days last month in connection with
the missing Austrian executive's travel records, which falsely
showed him entering and leaving the south-east Asian country in
June, the FT relates.

According to the FT, Mr. Guevarra said he expected the probe to be
finished by the end of the year, but declined to provide the names
of the companies under investigation, saying the information could
compromise the probe if it was prematurely disclosed.

Wirecard plunged into insolvency in June after acknowledging that
EUR1.9 billion was missing from its accounts, in one of Germany's
biggest business failures in decades, the FT recounts.  The
company's Asian headquarters are in Singapore, but the Philippines
was a principal location for its partner businesses in the region,
the FT notes.

The missing money was purportedly held in escrow accounts by two
banks in the Philippines: BDO Unibank and Bank of the Philippine
Islands, the FT states.  Benjamin Diokno, governor of the
Philippines central bank, has said the money never entered the
country while the lenders themselves said documents claiming the
money was held on account with them were fraudulent, the FT notes.

Philippine regulators in June launched an investigation into
Wirecard's local partner businesses, the FT relays.  It includes
Centurion Online Payment International, PayEasy Solutions and
ConePay International, which were among those identified in an FT
investigation last year that appeared -- on paper at least -- to do
substantial business with Wirecard, the FT discloses.

Mr. Marsalek disappeared in the run-up to the company's implosion,
the FT relates.  Interpol added the executive to its "red list" of
fugitives wanted for prosecution in August to face charges of
violating Germany's securities and securities trading laws, serious
fraud and breach of trust, according to the FT.

Philippine immigration records showed that Mr. Marsalek flew to
Manila on June 23, then left for China on June 24 from the central
city of Cebu, the FT states.  However, Philippine authorities later
concluded he never entered the country, after examining CCTV
footage, airline manifests and other records, the FT notes.




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H U N G A R Y
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MTB MAGYAR: S&P Alters Outlook to Developing & Affirms 'BB/B' ICRs
------------------------------------------------------------------
S&P Global Ratings revised its outlook on MTB Magyar
Takarekszovetkezeti Bank Zrt. to developing from stable, and
affirmed its 'BB/B' long- and short-term ratings on the bank.

The outlook revision follows the announcement on Oct. 30, 2020,
that the majority owner of MTB Ltd. signed an investment and
shareholders' agreement with the majority owners of MKB Bank and
Budapest Bank. Under the agreement, the parties will transfer their
respective shares to Magyar Bankholding to form a new banking group
by the end of 2020. The transaction remains subject to approval by
the Hungarian regulator. Ownership will be split between MTB
(37.69%), MKB Bank (31.96%), and the Hungarian government (30.35%),
which indirectly owns Budapest Bank.

As of year-end 2019, Budapest Bank has assets of Hungarian forint
(HUF) 1,760 billion, MKB Bank Plc had HUF 2,200 billion, and
Takarek Group had HUF 2,870 billion. The newly established banking
group will have a balance sheet of about HUF 6,800 billion (EUR18.4
billion) as of the first half of 2020 and serve 1.9 million
customers, making it the second-largest lender in Hungary by
balance sheet size. S&P understands that the involved parties will
disclose financial figures pertaining to the consolidated entity
and further details on the new group's strategy over the course of
2021.

S&P said, "We see rating upside from cost and revenue synergies,
mainly due to economies of scale and cross-selling potential. At
the same time, we see high execution risks, given complexity of the
transaction and the fact that Takarek Group is just completing its
own material restructuring. Also, the current economic slowdown
amid the COVID-19 pandemic and resulting pressure on revenue and
risk costs may prove challenging.

"We cannot yet assess the impact of the expected merge on the
Takarek group's business, financial and risk profile, because we
lack clarity on the financial strength of MKB Bank Ltd. and
Budapest Bank Group, and the Hungarian government's long-term
strategy for its investment in the bank holding. Also, Magyar
Bankholding will developed a more detailed merger roadmap and
business strategy for the banking group in 2021.

"In our base case, we expect the Hungarian government will reduce
its stake in the new bank, and we would not expect the owner to
influence business strategies. In our opinion, potential
interference by the government or state-affiliate businesses could
distort market competition for other domestic players, or reduce
the overall stability of the banking system. Since the merger might
consolidate two private institutions and one state-owned bank, we
will as usual further assess how the new institution's strategy is
being defined and executed, and how this may affect our assessment
of the Hungarian banking market.

"The developing outlook indicates that we may raise, lower, or
affirm the long-term rating on MTB over the next 12 months,
depending on our evaluation of the impact of the transaction.

"If the regulator does not approve the share transfer to Magyar
Bankholding, or it does not take place as is currently foreseen, we
will reassess the implications for Takarek Group, and most likely
revising the outlook to stable.

"We could raise the ratings on MTB if we believe the expected
merger will result in material synergies for Takarek Group,
enhancing group's profitability and efficiency. We could take a
positive rating action if the new banking holding strengthens
capitalization. An upgrade would also hinge on our view that MTB
remains a core entity in the new setup.

"We could lower the ratings on MTB if merger execution risks impair
Takarek Group's current creditworthiness, for example if
capitalization deteriorates. We would also lower our ratings if we
assess that MKB Bank's and Budapest Bank's creditworthiness is
materially weaker than that of MTB, impairing group's overall risk
position."




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

AMANAT INT'L: Fitch Withdraws 'B' Insurer Finc'l. Strength Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based Joint Stock Company
AMANAT's (AMANAT) International Insurer Financial Strength (IFS)
Rating at 'B' and National IFS Rating at 'BB+(kaz)', both with a
Negative Outlook, and simultaneously withdrawn the ratings.

Fitch has chosen to withdraw the ratings of AMANAT for commercial
reasons. Accordingly, Fitch will no longer provide ratings or
analytical coverage of the company.

KEY RATING DRIVERS

The rating affirmation of AMANAT reflects its weak business
profile, and its Prism Factor-Based Model (FBM) score in the
'Adequate' category at end-2019 based on regulatory reporting. On a
regulatory basis, capitalisation is strong with a solvency coverage
ratio of 239% at end-September 2020, although the latter was
significantly reliant on local forbearance regulatory measures, FX
gains and reduced required capital due to a decline in business
volumes and technical reserves.

AMANAT's gross written premiums declined 30% yoy in 9M20 due mainly
to a decrease in the compulsory motor third-party liability (MTPL)
and motor damage premiums, which together accounted for 74% of
AMANAT's premiums in 9M20.

Most Kazakh insurers experienced a decline in their MTPL business
due to a stringent lockdown in April-May with the sector's overall
MTPL premiums falling 13% yoy in 2Q20. At the second lockdown in
July-August, which was less stringent, MTPL premiums demonstrated a
strong recovery of 11% in 3Q20, resulting in a 1% growth for 9M20.
During the recovery in 3Q20, local leading insurers managed to
seize a significant market share of the MTPL portfolios of
specialised motor underwriters, including AMANAT.

Motor insurers have not yet experienced underwriting losses, as the
frequency of claims dropped sharply in 2Q20. However, profitability
may suffer from their high and inflexible expenses. AMANAT has
already implemented some cost-cutting measures. At the same time
the Kazakh insurance sector remains structurally weak, which makes
MTPL replacement challenging for motor insurers, including AMANAT.

AMANAT's investment risk has risen after the insurer significantly
increased its holdings of foreign shares concentrated in a single
sector. The ratio of equities to the insurer's capital amounted to
15% at end-9M20 from 6% at end-2019. The average credit quality of
fixed-income instruments in the investment portfolio remains strong
for the rating.




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N O R W A Y
===========

NORWEGIAN AIR: Norwegian Government Won't Provide Further Backing
-----------------------------------------------------------------
BBC News reports that struggling airline Norwegian Air faces a
battle for survival after the Norwegian government said it would
not provide further backing.

According to BBC, the country's government said extra loan
guarantees would be too "risky" and "not defensible".

The airline said it faced a "very uncertain future" with
"ventilator support" needed to survive the winter, BBC relates.

Norwegian Air said in August it would run out of money in the first
quarter of 2021 without extra cash, BBC recounts.

The airline, which like the rest of the sector has been hit hard by
the coronavirus crisis and has grounded most of its fleet, has been
holding talks with the government to try to gain more backing, BBC
relays.

Without government money, Norwegian will need to find other sources
of cash, either from existing shareholders or outside investors,
BBC notes.  That may prove tricky, BBC states.

But with the aviation market not expected to recover to pre-Covid
levels until 2024, and with travel restrictions and quarantine
measures still widespread, it is a challenging environment for any
investor, according to BBC.

More cash may be hard to find and with current reserves fast
running out, Norwegian needs it quickly, BBC relays.




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P O R T U G A L
===============

SATA AIR: Moody's Rates EUR35MM Unsec. Notes Due 2030 'Ba1'
-----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the EUR35
million guaranteed senior unsecured notes due 2030 issued by SATA
Air Acores, S.A.

The assigned Ba1 rating is based solely upon the unconditional and
irrevocable guarantee of scheduled principal and interest payment
provided by the Autonomous Region of Azores ("Azores", Ba1
positive).

SATA is the current parent company of the SATA Group and is mainly
responsible for the provision of connections between the 9 Azores
islands under public service obligations.

RATINGS RATIONALE

The Ba1 rating assigned to SATA's EUR35 million senior unsecured
Notes is in line with the long-term issuer rating of Azores, which
provides an unconditional and irrevocable guarantee of scheduled
principal and interest payment. The terms of the guarantee are
sufficient for credit substitution in accordance with Moody's
Rating Transactions Based on the Credit Substitution Approach:
Letter of Credit-backed, Insured and Guaranteed Debts methodology.

In particular, Moody's considers that the terms of the guarantee
have characteristics of strong guarantee arrangements:

  - the guarantee is irrevocable and unconditional and ensures that
obligations under the guarantee rank pari and passu with Azores'
present or future, direct, unconditional, unsecured and
unsubordinated obligations

  - the guarantee promises full and timely payment of the
obligation including interest and principal payments

  - the guarantee covers payment -- not merely collection

  - the guarantee extends as long as the term of the underlying
obligation will be reinstated and become effective again if
Noteholders have to return moneys after the date on which guarantee
has expired due to any insolvency proceeding or any court
proceeding

  - the guarantee is enforceable against the guarantor and also in
accordance with Portuguese law

  - the guarantee cannot be transferred, assigned or amended by the
guarantor

The guarantee does not explicitly state that it waives all
suretyship defenses, but there are provisions in the Deed of
Guarantee stating that the guarantor would pay all obligations in
full without any exception, reserve, condition or claim. All
payments to be made by the Guarantor under the guarantee shall also
be made without set off or counterclaim and without deduction for
or on account of any present or future taxes, duties, withholdings
or other charges.

The proposed guarantee offered to noteholders forms part of a
EUR133 million state aid request that the region of Acores has
addressed to the European Commission (EC) under the EC's Rescue &
Restructuring framework. The state aid has been approved by the EC
in August 2020 for a period of six months in line with the EC's
guideline under the Rescue & Restructuring framework. SATA and its
guarantor will have to submit a restructuring plan to the EC over
at the latest by February 2021 under the Rescue & Restructuring
framework. The risks that the EC might not approve the
restructuring plan to be submitted or that SATA does not submit a
restructuring plan to the EC for approval are covered in the terms
and conditions of the notes through an early redemption clause. In
those two events SATA and its guarantor would have to notify
noteholders of the occurrence of a mandatory redemption event.
Noteholders would demand redemption of the notes to the government
of Acores on first demand under the guarantee of the notes.
Noteholders are also protected through a put option under certain
other circumstances and could claim repayment of the notes to the
issuer and the region of Acores that would be severally and jointly
liable for the repayment of the notes.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The guaranteed senior unsecured debt rating is fundamentally linked
to the rating of Azores. Any change in Azores' rating would be
expected to translate into a rating change on the Notes.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Rating
Transactions Based on the Credit Substitution Approach: Letter of
Credit-backed, Insured and Guaranteed Debts published in May 2017.

CORPORATE PROFILE

SATA is the current parent company of the SATA Group and is mainly
responsible for the provision of connections between the 9 Azores
islands under public service obligations. SATA holds 100% of the
airline company Azores Airlines. Further to operating routes under
PSO -- the linking Lisbon to Santa Maria, Horta and Pico islands
and routes linking Ponta Delgada (Sao Miguel Island) to Funchal
(Madeira Island) -- Azores Airlines operates international flights
to countries with important Portuguese and Azorean communities,
especially in North America.

The SATA Group plays a very important role in inter-island
connections, as well in connections between the AAR and Portugal
mainland, thereby assuring territorial cohesion.

SATA Group is responsible for the operation and management of
Graciosa, Pico, Sao Jorge and Corvo islands airfields, as well as
Flores island terminal, through the company SATA Gestao de
Aerodromos.




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S P A I N
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CODERE SA: S&P Hikes ICR to 'CCC' on Completion of Restructuring
----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Spanish
gaming company Codere S.A. to 'CCC' from 'SD' (selective default).
The rating now indicates the potential for a default within the
next 12 months reflecting the company's weak liquidity, the risk of
covenant breach, its still-unsustainable capital structure, and the
uncertain macroeconomic environment.

S&P said, "We are also raising our issue ratings on the EUR500
million and $300 million senior secured notes to 'CCC' from 'D' and
the issue rating on the EUR85 million super senior notes to 'CCC+'
from 'CCC-'. We are affirming our rating on the EUR165 million
super senior notes at 'CCC+'.

"Our ratings reflect Codere's thin liquidity buffer and
unsustainable capital structure, despite the indication that its
operating performance is progressively recovering.  Despite the
current debt restructuring and the additional funding obtained, we
believe that Codere's liquidity and covenants could come under
pressure in the near term."

As governments started to ease lockdowns, Codere progressively
resumed operations, starting with racetracks in Uruguay in May
followed by Italy, and Spain and some states in Mexico at end-June
and continuing with gaming halls in Uruguay in early August. It
then restarted its operations in Colombia throughout
September-October, in Panama in mid-October, and additional states
in Mexico during July-October. At this stage, its Argentinean
operations are completely closed and about 30-35 halls out of 95 in
Mexico remain closed. S&P expects the Mexican operations to resume
completely during November but a full Argentinean reopening is
still to be determined by the government. Argentinean business
represented nearly 25% of Codere's EBITDA in 2019 and S&P expects
it to reopen before year-end.

S&P said, "Our previous base case was for most of Codere's gaming
stores to reopen by August-September. However, Latin America was
delayed and we have therefore revised down our assumptions. Some
countries, such as Italy and Spain, are already experiencing a
second pandemic wave and imposing some restrictions on opening
hours and capacity limits as well as regional lockdowns. We do not
rule out the possibility of more restrictive national lockdowns
amid additional waves of the pandemic.

"In our view, Codere's liquidity and covenant could come under
pressure in the next 12 months.  The recently obtained funding has
eased liquidity pressure for the next six months and, although
Codere has managed to reduce its monthly cash burn substantially
from EUR60 million to EUR10 million-EUR15 million, the cash still
continues to diminish every month. Post-transaction it has about
EUR130 million of available cash on balance sheet. For the rest of
2020 we estimate that Codere's cash outflows at EUR40 million-EUR50
million leading to about EUR100 million cash by year-end. For 2021,
we assume some local short-term lockdowns and ongoing restrictions,
albeit no full lockdowns, and that on average revenues will be at
around 80% compared to 2019, progressively increasing from the
current 60%-70%. Under this base case, we estimate that Codere
could burn about EUR60 million-EUR70 million cash in the first four
months of 2021 until end-April, leading to near term liquidity and
covenant pressure unless it reduces/delays payments or obtains
further liquidity. We also note that Codere needs about EUR30
million for operating cash, assuming a higher ramp-up of
operations."

After the redemption of the RCF, Codere now has one liquidity
covenant that requires it to keep a minimum of EUR40 million cash,
cash equivalents, and undrawn committed financing at the end of
every month. S&P said, "We believe that Codere could breach the
covenant in the next 12 months absent positive market developments.
We note that the company does not have any RCF facility any longer
and that, under the current documentation and local debt levels, it
can incur a maximum of EUR30 million-EUR35 million additional super
senior debt; EUR25 million under the general debt basket and EUR5
million-EUR10 million additional non-guarantor local debt."

S&P sid, "We expect weak credit metrics to prevail in 2020-2021,
resulting in a capital structure that we view as unsustainable.
Our base case is for recovery for the rest of the year to be slow
due to restrictions, and for the Argentinean operations to likely
not reopen until end-2020. Potential stricter lockdowns would lead
us to revise our base case. In line with the above scenario, we
anticipate EBITDA will decline to about S&P Global Ratings-adjusted
EUR30 million-EUR40 million in 2020 from EUR275 million in 2019,
leading to adjusted leverage of around 40x and materially negative
free operating cash flow (FOCF). Although uncertainty is high, our
current base case is that Codere will be able to progressively
recover profitability during 2021, resulting in S&P Global
Ratings-adjusted EBITDA of EUR150 million-EUR200 million. We expect
adjusted leverage of 6x-7x and negative FOCF in 2021. We
acknowledge that given the high macroeconomic uncertainty and also
the high operating leverage inherent in the business, our forecast
remains highly uncertain.

"The lack of hedging increases the volatility of future
profitability and cash flows.  Our rating incorporates Codere's
current lack of hedging against the risk of currency fluctuations
stemming from its exposure to Latin American markets." About 75% of
the company's debt is in euros while only about 30% of the
operations are based in Europe. The remaining debt is mainly in
U.S. dollars and some local financing, while only Panama (about 10%
of operations) uses U.S. dollars as its official currency. The lack
of hedging puts pressure on our profitability and cash flow
generation forecasts."

Environmental, social, and governance (ESG) factors relevant to the
rating action:  

-- Health and safety

The negative outlook reflects risks that the company may experience
tightening liquidity; miss an interest payment; and/or breach its
liquidity covenant in the next 12 months because of disruptions
associated with the pandemic and the resulting weak operating
environment. Furthermore, S&P cannot rule out that Codere may
undertake another debt restructuring or a distressed exchange
during the next 12 months, although it notes that this is not its
intention at this point in time.

S&P said, "We could downgrade Codere during the next 12 months if
we believe that the probability of a specific default has increased
beyond our current base case. This could take the form of the
company exhausting its liquidity, missing an interest payment, or
breaching a covenant. In our view, this could occur if
pandemic-related disruption put higher pressure on its operating
performance with further lockdowns or tighter opening restrictions,
leading to higher-than-anticipated monthly cash burn.

"We could revise the outlook to stable or raise the rating if cash
flow generation meaningfully outperforms our base case forecast,
leading to a comfortable liquidity buffer and no risk of a
near-term payment crisis. We would need to see no possibility of a
specific default event within the next 12 months." Such a scenario
would likely depend on:

-- Full reopening of gaming sites and no further lockdowns; and

-- Limited impact from restrictions imposed by the government and
favorable customer behavior toward returning to gaming halls.

S&P said, "At that time we would assess the group's ability to
restore its earnings, cash flows, and reduce leverage, while
maintaining sufficient liquidity. To take a positive rating action
we would to also need certainty of no debt restructuring or
distressed exchange in the near term."


ONIX ASIGURARI: Fitch Assigns 'BB-' IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has assigned ONIX Asigurari S.A. (ONIX) a 'BB'
Insurer Financial Strength (IFS) Rating and a 'BB-' Issuer Default
Rating (IDR). The Outlooks are Stable.

KEY RATING DRIVERS

The ratings of ONIX reflect its small scale and franchise compared
with larger, more diversified insurers and its weak risk-mitigation
policies. These weaknesses are offset by ONIX's sound
capitalisation and strong financial performance.

ONIX is a small Romanian non-life insurer that operates
predominantly in Spain and, to a lesser extent, in Italy, Poland,
Portugal and Greece. It focuses largely on surety business for
medium-sized to large corporations operating predominantly in the
construction and energy industries. Fitch assesses ONIX's business
profile as 'least favorable' in comparison with larger, more
diversified peers due to its small size and limited diversification
by product. In 2019, the company had EUR17 million in equity and
wrote EUR12 million in gross premiums. Fitch assesses ONIX's
business profile as a rating constraint.

ONIX is not reliant on reinsurance protection and cedes only 10% of
gross written premium (GWP). While this high retention supports its
strong profitability, it could expose the company's capital to
external shocks. Fitch sees ONIX's low use of reinsurance and
risk-mitigation techniques as credit-negative.

ONIX's sound capitalisation is reflected in a good nominal credit
exposure-to-equity score. ONIX's Solvency II coverage ratio,
calculated according to the standard formula, was strong at 151% at
end-2019, up from 144% at end-2018, due to the company not
distributing dividends as per the local regulator's recommendation.
However, due to ONIX's small size and low reinsurance coverage, the
company's capital remains vulnerable to external shocks. ONIX has
no financial debt, which Fitch views as being credit-positive.

Fitch views ONIX's profitability as strong. The company has a
record of very profitable underwriting results due to effective
underwriting discipline; its combined ratio was a very strong 60%
at end-2019, up from 71% at end-2018. Its net income
return-on-equity (ROE) was also very strong at 27% in 2019 (2018:
11%). Fitch expects ONIX to continue to report very strong
technical results. However, due to its small scale, net income can
be volatile.

Fitch views ONIX's investment and liquidity risk as moderate for
the ratings. Exposure to Romanian sovereign debt (BBB-/Negative)
was high at 1x the company's shareholders' equity at end-2019. The
company holds a highly liquid portfolio with approximately half of
it invested in cash or term deposits with Spanish and Romanian
banks, some of which are small-scale and with a modest franchise.
Fitch considers term deposits held with small-scale banks in its
calculation of the risky assets-to-equity ratio. As a result,
ONIX's risky assets ratio, which measures the ratio of risky assets
to capital, stood at 71% at end-2019.

Fitch assesses ONIX's reserve adequacy as healthy for the ratings.
The company has a mixed history of reserve changes in the past five
years. Fitch expects ONIX to maintain adequate reserves across the
whole portfolio.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

  -- A material adverse change in Fitch's rating assumptions with
respect to the coronavirus impact.

  -- A weakening of ONIX's business profile driven, for example, by
lower premium volumes.

  -- Deterioration in ONIX's capital position, as evidenced by a
Solvency II coverage ratio of less than 120%.

  -- A two-notch downgrade of Romania's Long-Term Local-Currency
IDR is likely to lead to a one-notch downgrade of ONIX's ratings.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

  -- A material positive change in Fitch's rating assumptions with
respect to the coronavirus impact.

  -- A significant improvement of ONIX's business profile through
profitable growth and higher diversification by product.

  -- A strengthening in ONIX's risk-mitigation practices as
evidenced by, for example, greater reinsurance utilisation.

ESG CONSIDERATIONS

The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).




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U N I T E D   K I N G D O M
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JOHNSTON PRESS: FRC Imposes Fine on Deloitte Over Audit Failures
----------------------------------------------------------------
Tabby Kinder at The Financial Times reports that Britain's
accounting watchdog has fined Deloitte over failures in its audit
work for Johnston Press but has itself drawn criticism after it
declined to name the business, which was one of the UK's largest
local news publishers until it collapsed into administration in
2018.

According to the FT, the Financial Reporting Council said Deloitte
breached its duties when it failed to properly audit the cash held
by the publisher's pension scheme and the value of its assets.  It
fined Deloitte GBP500,000, which was reduced in a settlement
agreement to GBP362,500, and reprimanded both the firm and an
unnamed audit partner, the FT discloses.

The FRC found that Deloitte failed to properly explain why it
allowed Johnston Press to reduce a large deficit in its defined
benefit pension scheme from GBP90 million to GBP27 million, the FT
relates.  The body said the deficit was a "significant area of
audit risk" and that Deloitte's quality control review processes
had fallen short, the FT notes.  It ordered Deloitte to prepare a
report explaining how its quality control team checks its audit
work for listed companies, the FT states.

Johnston Press agreed a pre-pack administration deal in November
2018 with large debts, having long caused concerns about its
future, the FT recounts.  Administrators of Johnston Press sold the
group's assets to JPI Media Group, a company set up by the
publisher's lenders, while the Johnston Press Pension Plan, which
had about 4,800 members and an estimated deficit of GBP305 million,
was taken over by the Pension Protection Fund, the FT relays.


MARKS & SPENCER: S&P Affirms 'BB+' ICR on Business Resiliency
-------------------------------------------------------------
S&P Global Ratings affirmed its rating on Marks & Spencer (M&S) at
'BB+' and removed its CreditWatch Negative placement.

The pandemic took its toll on the group's performance, especially
on more discretionary and non-essential C&H sales.

In the first half of the fiscal year M&S reported a 15% contraction
in revenues, driven by a 60% drop in C&H store sales because of the
COVID-19 outbreak and the subsequent lockdown and decline in
consumer confidence. This was partially offset by robust growth in
the group's online sales by more than 35%, albeit from a lower
base, and a broadly flat performance in the food segment -- the
latter affected by the closure of cafes and hot-food-to-go counters
in stores and also in railway stations, airports, and other transit
points. S&P said, "We expect the recent re-introduction of lockdown
measures in the U.K. until Dec. 2, 2020, will continue hitting C&H
and food hospitality revenues, but we anticipate there will be
fewer operational challenges compared to the first half of the
year. Therefore, we forecast a moderate rebound in M&S' performance
in the second half with sales declining by about 10%-12% in
FY2021."

S&P said, "The moderate recovery prospects incorporate our view
that restrictions on social occasions will probably remain and many
consumers will be reluctant to return to their previous patterns of
work and social life. Sales volumes are likely to remain suppressed
because the economy is still weak and job retention schemes could
taper off in 2021. With weaker financial prospects, consumers could
rein in spending on discretionary apparel sales. Accordingly, we
anticipate that credit measures will stay under pressure but should
remain within the ranges we deem commensurate with the current
rating."

Government support and cost-cutting measures will help limit the
negative impact on margins dilution, but will not prevent a
substantial releveraging of the capital structure.  The contraction
in the lucrative C&H segment, and the extensive clearance sale
during summer, will dilute M&S' profitability. That said, to
curtail the negative impact on earnings the group took advantage of
a number of government support measures during the first lockdown
and beyond, including the furlough scheme and business rates
relief. Combined, these delivered about GBP180 million in cost
reductions in the first half of the year. In August 2020 the
company also announced about 7,000 job cuts, which will take place
by the end of the current calendar year resulting in GBP115 million
of annual cost savings. S&P therefore expects M&S' adjusted EBITDA
margin will drop to 8.0%-8.5% in FY2021, from 10.7% in FY2020.

M&S' leverage will substantially increase in FY2021 to above 5.0x,
from 3.9x in FY2020, due to earnings contraction despite a net
reduction in leases and financial debt. S&P then expects a
progressive deleveraging toward 3.8x-4.3x in FY2022.

Active stock management and a supportive financial policy will
result in resilient cash generation and comfortable liquidity.
Despite the turmoil caused by the pandemic, and the contraction in
revenues and profitability, S&P forecasts the group's free cash
flow generation after lease payments in FY2021 to remain broadly
unchanged compared to FY2020 at about GBP220 million-GBP270
million. This stems from the combination of positive cash flow from
operations, active stock management -- which substantially reduced
the level of stock to be hibernated at the end of summer -- and a
reduction in capital spending by about one third. Additional cash
savings are expected from the suspension of dividend payments for
the current year, which will help build up a material cash buffer
at the end of the fiscal year.

S&P expects, however, that both capital investment and dividend
payments will return to pre-pandemic levels in the following year
after a rebound in operating performance.

Although strategically important, the Ocado Retail joint venture
(JV) will not have a meaningful impact on credit metrics over the
next two to three years.  In September 2020, M&S successfully
launched its food products and some of its C&H lines on Ocado.com,
tapping into the relatively large demand pocket coming from the
platform's audience. S&P said, "This, however, will not directly
boost M&S' revenues nor dilute its profitability margin, in our
view. We understand Ocado Retail will mostly operate as a
stand-alone company and interact directly with M&S' suppliers
rather purchasing the goods at cost price from M&S itself. Under
our methodology, any profit generated by the JV will not flow into
M&S' adjusted EBITDA and free operating cash flow (FOCF) unless it
is distributed as dividend; the JV is not consolidated into M&S'
accounts but reported as "Investment in Joint Ventures And
Associates"."

During M&S's first-half FY2021, Ocado Retail generated about
GBP77.6 million in profits, boosted by the increase in online
groceries sales during the lockdown and a one-off insurance
payment. S&P expects this trend will continue in the second half
especially if lockdowns are extended, although capacity constraints
could pose a threat to further growth until the second half of
FY2022.

S&P said, "That said, we anticipate most of the earnings generated
by Ocado Retail over the medium term will be reinvested in the
business and self-fund future capital developments rather than be
distributed to the parent companies. Therefore, we believe the JV's
impact on M&S' credit metrics will be relatively modest in the
short term and will mostly consist of efficiency gains arising from
the combined purchasing power with suppliers. We understand that
management expects approximately GBP70 million of synergies for the
food division by the third year.

Uncertainties regarding the pandemic and the recession's impact
still cloud earnings visibility.  S&P Global Ratings acknowledges a
high degree of uncertainty about the evolution of the coronavirus
pandemic. The current consensus among health experts is that
COVID-19 will remain a threat until a vaccine or effective
treatment becomes widely available, which could be around mid-2021.
S&P said, "We are using this assumption in assessing the economic
and credit implications associated with the pandemic. As the
situation evolves, we will update our assumptions and estimates
accordingly."

Environmental, social, and governance (ESG) credit factors for this
credit rating change:

-- Health and safety

The negative outlook reflects persistent downside risk affecting
M&S' performance over the next 12-18 months arising from the
pandemic and U.K. lockdown. After a spike to above 5.0x in FY2021
we forecast S&P Global Ratings-adjusted debt to EBITDA will decline
toward 3.8x-4.3x in FY2022 with FFO to debt approaching 20%. S&P
should see robust FOCF generation on the back of cost management
and cash preservation measures.

S&P could lower the rating if COVID-19 and resulting restrictions
and social distancing measures, including the U.K.'s current
lockdown, looked likely to extend into mid-2021, compromising the
group's rebound in performance, or if:

-- The group fails to deleverage to below 4.0x and improve fund
from operations (FFO) to debt to at least 20% by the end of
FY2022.

-- M&S experiences operational setbacks such that profitability is
persistently less than the historical 10%-13% adjusted EBITDA
margin.

FOCF after lease payments weakened or turned negative.
Although not part of its base case, the above could occur if S&P
sees:

-- Significant weakness in the C&H division after the lockdown;
Brexit-induced working capital pressure; or

-- Higher-than-expected investment needs at Ocado Retail requiring
a cash contribution from M&S over the next 12-18 months.

S&P said, "We could revise the outlook to stable if the pandemic
subsides with limited long-term implications for M&S' credit
measures and if the company rapidly restores its operating
performance by significantly outperforming our forecasts. More
importantly, such a revision will hinge on M&S reducing its
adjusted debt to EBITDA sustainably below 4.0x, with FFO to debt
largely exceeding 20%. In this scenario we expect a persistently
supportive financial policy and growing FOCF generation."


PIZZAEXPRESS: Appoints Allan Leighton as Chairman
-------------------------------------------------
Alice Hancock at The Financial Times reports that PizzaExpress has
appointed City grandee Allan Leighton as chairman as part of a
recapitalization that hands bondholders ownership of the restaurant
chain in exchange for paying down GBP416 million worth of debt.

Mr. Leighton, a former boss of Asda and chairman of restaurant
chain Wagamama, will be joined by David Campbell, previously chief
executive of Wagamama, the FT discloses.

According to the FT, the company said on Nov. 6 that as well as the
immediate injection of GBP40 million into the business and
reduction of its debt from GBP735 million to GBP319 million, it
also had access to GBP90 million worth of further funding from its
new owners, which include a mix of hedge funds and asset managers.

The restructuring of the 55-year-old business comes after efforts
to sell PizzaExpress failed as bids were not high enough to cover
the bondholders' outstanding debt, the FT notes.

Buyers had been told they needed to tender GBP530 million or more,
the FT relays, citing one investor.

The debt-for-equity swap has been part of long-running negotiations
between PizzaExpress' former owners, the Chinese private equity
firm Hony Capital, and its bondholders, the FT states.  However,
the sale of the business comes at a tumultuous time for the casual
dining sector, which has suffered heavily during the pandemic, the
FT recounts.

PizzaExpress has been forced to lay off about 2,400 of its UK
staff, reducing its pre-pandemic workforce by roughly a quarter,
and has shut 73 sites through a company voluntary arrangement, a
form of insolvency proceedings, the FT discloses.

Hony, which bought the business for GBP900 million in 2014 in a
deal heavily funded by additional debt, has taken control of
PizzaExpress's Chinese arm, which operates under the Pizza Marzano
brand, the FT relates.

It had been in talks with owners of its senior secured bonds since
last year, after it revealed that PizzaExpress had built up a
GBP1.1 billion net debt pile, according to the FT.



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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-
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