---

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

                          E U R O P E

          Friday, November 11, 2022, Vol. 23, No. 220

                           Headlines



F R A N C E

ACCOR SA: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable
COP.COPINE: Applies for Judicial Reorganization
IDEMIA GROUP: Fitch Alters Outlook on 'B' LongTerm IDR to Stable
STAN HOLDING: Fitch Lowers LongTerm IDR to 'B', Outlook Stable


G E O R G I A

HALYK BANK: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable


I R E L A N D

TRINITAS EURO III: Fitch Assigns 'B-sf' Rating on Class F Notes


I T A L Y

ILLIMITY BANK: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable


K A Z A K H S T A N

STANDARD LIFE: Fitch Affirms 'B+' Insurer Financial Strength Rating


U N I T E D   K I N G D O M

ENERGEAN PLC: Fitch Alters Outlook on 'B+' LongTerm IDR to Positive
FLOODCHECK ACADEMY: Creditors Must File Proof of Debt Form
KINGS LANDSCAPES: Commercial Pressures Prompt Administration
MORLEY ARMS: Owed More Than GBP600,000 at Time of Administration
NIJA BITE: Director Disqualified After Abusing Bounce Back Loans

NOMAD FOODS: Fitch Gives BB+(EXP) Rating on Secured USD Loan
ORIFLAME INVESTMENT: Fitch Affirms 'B' LongTerm IDR, Outlook Neg.
WIGGINS RIGHTS: Director Disputes Liquidators' Increased Claim


X X X X X X X X

[*] BOOK REVIEW: Transnational Mergers and Acquisitions

                           - - - - -


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

ACCOR SA: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable
-------------------------------------------------------------
Fitch has affirmed Accor S.A.'s Long-Term Issuer Default Rating
(IDR) at 'BB+' with a Stable Outlook.

The affirmation recognises Accor's positive momentum of recovery of
trading performance from 2022, driven by accelerated revenue
recovery as travel restrictions were lifted. It balances this with
growing operating costs, a challenging outlook for consumer
spending in 2023 and the still weak recovery of European business
travel. The company's leverage rose strongly during the pandemic,
but has been reducing over 2022. However, Fitch projects that this
improving trajectory could pause in 2023, restraining the overall
improvement of credit quality.

Continued demand recovery, coupled with the company protecting its
margins and maintaining a cautious financial policy aimed at
deleveraging could lead to positive rating action.

The rating continues to reflects Accor's leading market position,
worldwide diversification and strong financial flexibility. Also,
increased cost discipline should offer some protection to the
company against the inflationary environment.

KEY RATING DRIVERS

RevPar Recovery; Slowing in 2023: Accor ended 3Q22 with revenue per
available room (RevPar) 14.6% higher than in 2019, driven by higher
average daily rates (ADRs), marking strong recovery momentum as
lockdowns in Europe have ended. Fitch anticipates RevPar to be only
5% lower in 2022 than in 2019. The metric should increase slightly
in 2023 and then continue recovering, driven by occupancy rates
that Fitch expects in 2025 to return close to, but still slightly
below, their pre-pandemic levels. Fitch expects ADRs to be
maintained.

RevPar has been pulled down this year because restrictions were
still in place in 1Q. Consequently, despite an increase in its
assumptions for 2023, Fitch anticipates all quarters, except 1Q23,
to show lower RevPar. An earlier relaxation of currently still
restrictive travel policies in APAC, and particularly in China,
could constitute an upside to its forecast.

Improving Profitability: Fitch anticipates the EBITDA margin to
return to positive territory at 14.4% in 2022, below normalised
levels due to a lagging recovery in APAC and the legacy of an
asset-heavy structure, but then pick up towards 21%-22% by
2024-2025. Fitch also believes Accor has the capacity to
progressively adapt its cost base, in line with its announced
restructuring plan, and expect to see this from 2024 with occupancy
rates continuing to recover and once inflation pressures ease.

Macroeconomic Headwinds Delay Deleveraging: Fitch assumes an
inflationary and higher interest rate environment, with a resulting
decrease in disposable income for discretionary activities, will
affect travelling spending both in Europe and the Americas for
Accor's managed hotels. This will likely pressure occupancy rates
and average room rates, affecting the company's revenue-based fees.
In addition, inflation will adversely impact hotel owners'
profitability and indirectly the incentive fees received by Accor.

Fitch expects no meaningful deleveraging before 2024, when a more
sustained demand recovery should resume. Fitch expects EBITDAR net
leverage to trend below 3.0x in 2024. Fitch expects a continued
focus on post-dividend free cash flow (FCF) generation and a
conservative financial policy to support deleveraging.

FCF to Rebound in 2023: Fitch only expects FCF generation to
significantly rebound from 2023, once negative working capital
swings reverse. Fitch also assumes this will be supported by the
fact that any return to dividend distributions would be at levels
compatible with the company's financial discipline, aiming at
restoring its pre-pandemic investment grade credit profile.

Asset-light Transformation Ongoing: Accor's business model is
mostly asset-light (98% of room portfolio) after the sale of Orbis
hotels in March 2020. The abrupt collapse of revenue in 2020
revealed that Accor's cost structure had not yet fully adapted to
this business model, and led Accor to implement the "Reset" plan to
improve its cost base variability. Once complete, the fee nature of
the asset-light model will help mitigate the intrinsic EBITDA
volatility in this cyclical sector, which remains subject to
fluctuations in occupancies and pricing.

Group Reorganisation: Fitch views the separation of Accor's economy
and midscale from the premium, luxury & lifestyle into two
different hubs as positive for the group, as it will enhance the
clarity of its value proposition, as well as improve its pricing
and marketing strategy.

Diversification Supporting Recovery: Accor's economy segment
(including all Ibis brands) has demonstrated better resilience
during crises. As of end-September 2022, around 40% of Accor's
portfolio was in the economy segment, where RevPAR variations have
outperformed the rest of Accor's categories since the beginning of
the pandemic. Global diversification will also aid Accor's
recovery, as travel restrictions differ by continent

DERIVATION SUMMARY

Accor's IDR is several notches above that of most European
competitors such as NH Hotel Group S.A. (B/Stable), due to its
larger scale and diversification across segments and geographies.
Accor's system network remains smaller than that of major global
peers, such as Marriott International Inc. and Intercontinental
Hotel Group by number of rooms, but it has wider geographical
diversification after having consistently expanded across
continents, including in Asia.

Accor is less profitable and more leveraged than Hyatt Hotels
Corporation (BBB-/Negative) and more leveraged than Whitbread PLC
(BBB-/Stable). In the medium term, Fitch expects Accor's
profitability to improve to levels that are more in line with those
of asset-light hotel operators, given the group's ongoing
business-model transformation.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer:

- Revenue increasing by 2.0% in 2023 driven mainly by improved
RevPar in 1Q YoY (1Q22 impacted by ongoing travel restrictions);
12% in 2024 and 10% in 2025, driven by continuing occupancy rate
recovery.

- EBITDA margin stable at 14.5% in 2023, and then trending towards
21%-22% by 2025.

- EUR20m per year outflow related to other items before funds from
operations

- Capex of EUR200 million per year

- Negative working capital outflow of around EUR100 million due to
fast recovery in 2022, reversing in 2023 and then negative to
neutral

- Dividend payment resuming from 2023.

RATING SENSITIVITIES

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

- Sustained recovery of the lodging market, enabling rapid recovery
of RevPAR and fees to pre-crisis levels, coupled with successful
implementation of the cost-cutting plan

- EBITDAR net leverage (adjusted for variable leases) sustainably
at or below 3.5x coupled with contained medium-term shareholder
distributions and M&A activity

- EBITDAR fixed-charge coverage above 2.5x

- Low- to mid-single digit FCF margin

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

- A deeper and longer economic disruption related to the Covid-19
pandemic or inflationary pressures than currently modelled by
Fitch, leading to a meaningful delay in normalisation of
operations

- EBITDAR net leverage (adjusted for variable leases) sustainably
above 4.5x

- EBITDAR fixed-charge coverage below 1.8x

- Negative FCF

LIQUIDITY AND DEBT STRUCTURE

Accor had EUR1.3 billion of readily available cash at end-June 2022
in addition to its undrawn revolving credit facility of EUR1.2
billion (maturing in June 2025). Combined with Accor's ability to
adapt its financial policies, capex and M&A plans to preserve
financial flexibility, this will support the rating through its
forecast downturn.

Accor's refinancings in 2019 and 2021 extended its debt maturity
profile with no material maturities before 2026.

ISSUER PROFILE

Accor is a global operator in the hotel industry and the European
leader, with a portfolio of approximately 789,000 rooms.
Ninety-seven percent of rooms are under management or franchise
contracts and 44% of rooms were in Europe as of September 2022. Its
main brands include Ibis, Novotel, Mercure and Pullman.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means 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.

   Entity/Debt              Rating         Recovery   Prior
   -----------              ------         --------   -----
Accor SA              LT IDR BB+ Affirmed              BB+
                      ST IDR B   Affirmed              B

   senior unsecured   LT     BB+ Affirmed     RR4      BB+

   subordinated       LT     BB- Affirmed     RR6      BB-

   senior unsecured   ST     B   Affirmed              B


COP.COPINE: Applies for Judicial Reorganization
-----------------------------------------------
Marion Deslandes at Fashion Network reports that Cop.Copine, the
women's fashion brand operated by the company Alineo, has applied
to the Bobigny Commercial Court for a judicial reorganization.

The Company was created in the Paris region in 1986 under the name
Copain-Copine, before becoming Cop.Copine in 1993.

According to Fashion Network, the company still owned by the
Nedelian family is experiencing difficulties in the turbulent
mid-range fashion market.  After the Covid-19 period, a recovery
strategy had been initiated in late 2020 by shareholders, focusing
on greater differentiation, but it "will not have had time to
produce its effects despite the several million euros they granted
in support" says the brand in a statement, citing the negative
effects of the war in Ukraine and inflation, Fashion Network
relates.

Cop.Copine's general manager since the end of 2020, Philippe
Gandrillon is examining several solutions, including the
reorganization of the structure, but also the search for buyers,
Fashion Network discloses.  An observation period of six months has
been opened in the context of this recovery, Fashion Network
states.

The brand, whose headquarters and product development workshop is
located in Romainville, north of Paris, operates a network of 67
stores under the brand name, in France and Spain, with three
boutiques, as stated on the brand's website.  According to
company.com data, Alineo's last known turnover reached EUR14.6
million in 2020, a year marked by the pandemic.


IDEMIA GROUP: Fitch Alters Outlook on 'B' LongTerm IDR to Stable
----------------------------------------------------------------
Fitch Ratings has revised IDEMIA Group S.A.S.'s (IDEMIA) Rating
Outlook to Stable from Negative, and has affirmed the group's
Long-Term Issuer Default Rating (IDR) at 'B'.

The revision of the Outlook reflects Fitch's expectation that free
cash flow (FCF) will turn positive in 2022 and remain neutral to
positive throughout 2023-2024, with EBITDA leverage of around 5.0x.
These metrics are in line with the thresholds for the 'B' rating.

The 'B' IDR reflects IDEMIA's underlying earnings volatility, high
leverage and thin FCF, owing to large capex to remain
tech-competitive, which is balanced by its strong market position
with a global scale and diversification.

KEY RATING DRIVERS

Strong 2022 Performance, Improved Profitability: IDEMIA had a
strong 1H22 year-on-year growth at constant currency of 22% in its
enterprise and 9% in government solutions (GS) businesses. EBITDA
margin increased to 18% in 1H22 from around 14% in 2021, which is
structurally higher than historical levels. Some of the growth is
foreign-exchange driven (around EUR22 million in 1H22), but volume
and product mix (dual and metal cards) contributed to higher
profitability (company-defined EBITDA up 68% yoy on a constant
currency basis in 1H22).

FCF Turnaround: Fitch forecasts the structurally improved
profitability to help turn around IDEMIA's cash flow profile, with
a low single-digit percentage FCF margin throughout 2022-2024.
While positive FCF is the key driver of the Outlook revision, the
absolute cash flow level is fairly slim for the rating. This is due
to high capex including R&D spend and higher interest payments
following the expiry of existing interest rate hedges.

Improved Customer Relationship, Price Increases: IDEMIA's build-up
of a strategic inventory has allowed the group to benefit from the
global chip supply crisis via reliable deliveries - which improved
customer relationships - and through higher prices, as opposed to
smaller European producers with less scale and negotiation power.
Fitch expects supply shortages to remain at least into 2023.

Deleveraging Prospects: Based on Fitch-calculated EBITDA of around
EUR460 million and EUR440 million in 2022 and 2023, respectively,
Fitch expects gross debt to remain structurally below 6.5x funds
from operations (FFO) and 5.5x EBITDA. Fitch still sees some
uncertainty around the extent of positive momentum and structural
improvement in profitability, which are key to IDEMIA's
deleveraging.

Weaker Economic Backdrop and Inflation: Fitch expects IDEMIA to
generate stable low-to-mid single-digit percentage revenue growth
in 2023-2024. A weaker economic backdrop can lead to downside risk
to revenue, including delayed projects within the GS business.
Fitch also expects cost inflation to weigh on profitability with
EBITDA margin falling to around 17% in 2023 from around 18% in
2022, predominantly due to higher wages (a large share of its cost
base). However, this margin is still structurally higher than
historical levels.

Improving Earnings Quality: Fitch expects restructuring costs to
decline in 2022-2024. From 2021 Fitch treat most restructuring and
transformation expenses as recurring and include them in EBITDA and
FFO as they are attributable to cost-cutting projects and are
likely to persist. Fitch sees them as part of IDEMIA's continuing
efforts to improve operational efficiency with a view to
standardisation, simplification and digitalisation of business
processes.

Strong Market Positions: IDEMIA has strong market shares in all its
key segments, typically ranking first or second in both enterprise
and GS. The GS segment benefits from an established reputation,
high reliability and strong execution. While the operations are
predominantly project-based, IDEMIA has recurring revenue from
services such as ID and passport issuance.

The enterprise segment's products are more commoditised and the
markets more competitive, resulting in price and profitability
pressures. IDEMIA is tackling these challenges with new hi-tech
products, a more selective approach to the customer service mix and
by investing in technology at the early stages of adoption with
long-term growth potential.

DERIVATION SUMMARY

The ratings are supported by IDEMIA's strong global market
positions in identification, authentication, payment and
connectivity solutions.

IDEMIA's broader technology peers such as Nokia Corporation
(BBB-/Stable), Telefonaktiebolaget LM Ericsson (BBB-/Stable) and
STMicroelectronics N.V. (BBB/Stable) are rated in the
investment-grade category. Despite higher volatility in both
revenue and margins than IDEMIA, they have greater scale and
stronger cash flows as well as no or very low net leverage.

Fitch recognises the strong business position and technology
leadership of IDEMIA within its chosen markets but its smaller
scale and high leverage place its rating in the 'B' category.
Higher-rated fintech companies such as Nexi S.p.A. (BB/Stable)
benefit from leadership in their markets, strong growth prospects
and healthy cash flow generation.

Similarly-rated European software companies such as Dedalus SpA
(B/Stable) and TeamSystem S.p.A (B/Stable) have subscription-based
recurring revenue platforms and demonstrate better deleveraging
prospects than IDEMIA and therefore have higher leverage allowance
for their rating category.

IDEMIA is broadly comparable with the peers that Fitch covers in
its technology and credit opinions portfolios. It has slightly
higher leverage but benefits from market leadership in its core
operating segments, healthy liquidity and global diversification.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

- Revenue growth of 16% in 2022, followed by low-to-mid
single-digit growth in 2023-2024

- Fitch-defined EBITDA margin around 18% in 2022 and around 17% in
2023

- Capex around EUR175 million-EUR180 million per year in 2022-2024

- All transformation programme costs are reflected in EBITDA and
FFO

- No M&A from 2022

KEY RECOVERY RATING ASSUMPTIONS

In conducting its bespoke recovery analysis, Fitch estimates that
IDEMIA's intellectual property, patents and recurring contracts, in
the event of default, would generate more value from a
going-concern restructuring than liquidation of the business.

Fitch has assumed a 10% administrative claim in the recovery
analysis.

Its analysis assumes post-restructuring going-concern EBITDA of
around EUR285 million. This reflects stress assumptions from a loss
of major contracts following reputational damage, for example as a
result of compromised technology (leading to sustained high
leverage and negative cash flow) or from a major shift in
technology usage making IDEMIA's products obsolete.

Fitch has applied a 6x distressed multiple, reflecting IDEMIA's
scale, customer and geographical diversification as well as
exposure to secular growth in biometric-enabled identification
technology. Fitch also assumes a fully drawn EUR300 million
revolving credit facility (RCF).

Fitch deducts administrative claims, EUR60 million of factoring,
and EUR33 million of prior-ranking debt at operating subsidiaries
as prior-ranking claims ahead of the RCF and TLB. Based on current
metrics and assumptions, the waterfall analysis generates a ranked
recovery at 60% and hence in the Recovery Rating 'RR3' band,
indicating a 'B+' instrument rating for the senior secured TLB.

RATING SENSITIVITIES

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

- Structurally improved profitability and sustained mid-to-high
single-digit FCF margin

- FFO gross leverage sustainably below 5.0x or EBITDA gross
leverage sustainably below 4.5x

- FFO interest coverage above 3.0x or EBITDA interest coverage
above 3.5x

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

- A material loss of market share or other evidence of a
significant erosion of business or technology leadership in core
operations

- FFO gross leverage sustainably above 7.0x or EBITDA gross
leverage sustainably above 6.0x without a clear path for
deleveraging

- Sustained neutral to negative FCF

- FFO interest coverage below 2.0x or EBITDA interest coverage
below 2.5x

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: IDEMIA had a cash position of EUR238
million as of end-June 2022. Fitch forecasts neutral to slightly
positive FCF in 2022 and 2023, further supported by an undrawn
EUR300 million RCF, yielding satisfactory liquidity.

Refinancing risk is currently manageable with extended maturities
until 2025 (RCF) and 2026 (TLB). Fitch expects increased interest
costs following the expiry of interest hedges by end-2023 and
reduced but positive FCF in 2024 and 2025 owing to higher rates.
Deleveraging may be in prospect in order for FCF to cover higher
interest costs under a potential refinancing.

ISSUER PROFILE

IDEMIA, headquartered in France, develops, manufactures and markets
specialised security technology products and services worldwide,
mainly for the payments, telecommunications, public security and
identity markets.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means 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.

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
IDEMIA Group
S.A.S.              LT IDR B  Affirmed                B

   senior secured   LT     B+ Affirmed      RR3       B+

IDEMIA America
Corp.

   senior secured   LT     B+ Affirmed      RR3       B+

IDEMIA France
S.A.S.

   senior secured   LT     B+ Affirmed      RR3       B+


STAN HOLDING: Fitch Lowers LongTerm IDR to 'B', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has downgraded Stan Holding SAS's (Voodoo) Long-Term
Issuer Default Rating (IDR) to 'B' from 'BB'. The Outlook is
Stable. Fitch has also downgraded the senior secured instrument
ratings of Voodoo's outstanding EUR220 million term loan B (TLB) to
'B+'/'RR3' from 'BB+'/'RR2'.

The downgrade reflects a material shift in Voodoo's business
profile, with structurally weaker profitability, owing to an
interrupted ad-based business model with higher customer
acquisition costs, but also higher required investments with longer
pay-back periods in the hybrid and casual game genre. Leverage and
cash flow metrics are now more adequately positioned at 'B'.

The 'B' IDR is constrained by limited earnings visibility, fierce
competition with low barriers to entry and lack of platform and
genre diversification. The rating is supported by structural growth
drivers in mobile game consumption, and Voodoo's position as one of
the leading hypercasual mobile game publishers globally.

The Stable Outlook reflects its expectations around strong revenue
growth with improved profitability, leading to deleveraging and
cash flow metrics towards the thresholds for the 'B' rating within
the next 18 to 24 months.

KEY RATING DRIVERS

Changing Model, Increased Execution Risk: The ad-based business
model in hypercasual has been disrupted by Apple's tightened
privacy policy, with around 70% of users opting out of providing
data for advertising. This leads to higher customer acquisition
cost and difficulties for Voodoo in tailoring its ad-based revenue
platform. Hypercasual growth is also slowing, with users tending to
spend time on more complex games they like, with fewer downloads of
new games and reduced novelty premium. Voodoo is diversifying away
from hypercasual games. Pro-forma for the strategic acquisition of
Beach Bum, around 55% of Voodoo's revenues are from ad-based
hypercasual games with 45% from hybrid/casual.

Structurally Reduced Profitability: Voodoo is tackling the change
in market economics and preferences in hypercasual with a greater
focus on hybrid (ad and in-app purchases) and casual (in-app
purchases only) games. The shift towards hybrid and casual games is
in line with its expectations, but higher customer acquisition cost
through weaker visibility on marketing spend and larger than
expected required investments in hybrid and casual games leads to
structurally higher leverage and weaker cash flow metrics.
Hypercasual games typically have an investment period of around one
month, compared with six to nine months for hybrid and up to 12
months for casual games. The acquisition of Beach Bum makes Voodoo
less reliant on ads, as it brings a significant increase in more
predictably revenue from in-app purchases, and brings the growth
potential in the casual games segment.

Fitch now expects Fitch-defined EBITDA margin to remain at or below
10% in 2023-2024, due to large investments in R&D, higher customer
acquisition costs, and the cost of new ventures (new studios,
leaders and teams, consumer apps).

'B 'Leverage and Cash-flow Metrics: Fitch forecasts Fitch-defined
EBITDA of around EUR45 million in 2023, leading to funds from
operations (FFO) and EBITDA leverage reducing towards 5.8x and 5.2x
at end-2023. Even with good revenue growth, Fitch expects higher
interest rates, ongoing development costs and capex to weigh on
free cash flow (FCF) with FCF margin of around 1% in 2023 and 2024.
Fitch expects FFO and EBITDA interest coverage to remain above
2.0x.

Industry Tailwinds, Fierce Competition: The mobile gaming market is
fragmented and competitive due to low barriers to entry and
attractive growth. Mobile gaming is on track to surpass USD120
billion in 2022, the fastest growing segment in terms of consumer
spend. Voodoo is leading the hypercasual segment, but the company's
overall share of the mobile gaming market is limited. Voodoo
recently celebrated six billion downloads over its lifetime,
compared with 82 billion downloads worldwide in 2021 (source:
data.ai).

Evolving Competitive Landscape: The business model of video game
developers and publishers is rapidly evolving, with an increasing
share of revenue generated by free-to-play games (Fortnite, Apex
Legends). Established video game companies are still reluctant to
fully embrace mobile gaming and the hybrid and casual segments but
will benefit from strong IP if they decide to expand in this
direction. Competition in casual gaming is likely to continue
increasing, as hypercasual developers and midcore and core
developers try to gain market share.

Dependence on Distribution Platforms: The tightening of Apple's
privacy policy highlights the risks of Voodoo's high dependence on
two major distribution platforms - Apple's App Store and Google
Play. As an experienced publisher, Voodoo can proactively tackle
newly-introduced changes and arguably adapt better than smaller
market participants. However, Fitch believes that Apple's change in
policy has a structural impact on the mobile game segment, and
expect higher customer acquisition costs within the hypercasual,
hybrid and casual segments.

Execution Risks from Expansion: The expansion into hybrid and
casual games carries execution risks as the business model differs
from that of hypercasual games. Differences include timing and
costs of game development, monetisation mechanics, games' lifecycle
and target audience. Fitch is yet to see how Voodoo would extend
game innovation used in hypercasual games to monetise casual and
hybrid games. Fitch reflects these risks in conservative revenue
assumptions and tighter leverage thresholds relative to those of
media and entertainment peers, which generally demonstrate higher
revenue visibility compared with Voodoo.

Stake-builds, Earn-Outs and Continued M&A: Voodoo is founder owned
and led, with Tencent and GBL entering the shareholder group in
2020 and 2021. The Beach Bum acquisition in 2021 was financed via a
significant equity contribution but also material earn-out
provisions. Fitch expected around EUR10 million of EBITDA from
Beach Bum on a pro-forma basis, but in 1H22 Beach Bum was EBITDA
negative. Fitch has reduced forecasted earn-outs, but also
stake-builds for remaining minority acquisitions in 2022-2024
significantly, based on current performance, with total cash
outflows related to stake-builds and earn-outs of around EUR10
million.

Fitch expects the company to continue to pursue growth via M&A, but
this is likely to be funded by share-based, non-cash payments.

DERIVATION SUMMARY

Compared with the broader media and entertainment sector, Voodoo
exhibits higher revenue growth prospects. The rating is constrained
by Voodoo's small scale, lack of platform and game genre
diversification and by limited earnings visibility. Voodoo's peers
in the gaming sector Electronic Arts Inc. (A-/Stable) and
Activision Blizzard have significantly larger scale and robust
portfolios of established gaming franchises. Their ratings benefit
from diversification by game console, PC and mobile revenues, low
leverage and strong FCF generation.

Compared with similarly sized companies that are exposed to TV,
video and visual effects production, like Banijay Group SAS
(B/Stable) and Subcalidora 1 S.a.r.l. (Mediapro; B/Stable), Voodoo
exhibits higher revenue growth prospects. Banijay, one of the
largest independent TV production firms globally, has more
resilient revenues and stronger FCF, and is more diversified in
terms of revenues and distribution platform. Mediapro, the
Spanish-based vertically integrated sports and media group, has a
stronger regional sector relevance, albeit offset by limited
diversification (high contract renewal risk) and a FCF profile
similar to Voodoo. Voodoo's rating is also comparable with that of
the wider Fitch-rated technology group like IDEMIA Group S.A.S.
(B/Stable), TeamSystem S.p.A. (B/Stable), Unit4 Group Holding B.V.
(B/Stable). Voodoo has lower revenue visibility than TeamSystem and
Unit4, while IDEMIA benefits from larger global scale and higher
barriers to entry.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

- Revenue growth of around 30% in 2022 (reflecting acquisitions in
2021), and strong single-digit growth in 2023-2024 supported by
strong growth at Beach Bum with a more modest performance in the
hypercasual segment

- Fitch-defined EBITDA margin of around 7% in 2022, increasing to
10% in 2024

- EUR47 million cash capex in 2022 and EUR15 million per year
thereafter

- M&A activity to be funded with FCF and equity

- No cash dividends paid

Key Recovery Assumptions

The recovery analysis assumes that Voodoo would be considered a
going concern at default and that the company would be reorganised
rather than liquidated.

Fitch has assumed a 10% administrative claim in the recovery
analysis.

Going-concern EBITDA is estimated at EUR32 million, reflecting cost
adjustments and a rehabilitation period post restructuring.

Fitch has applied a distressed enterprise value multiple of 5.0x,
which reflects the evolving landscape around mobile ad-based
revenues and profitability, small scale with fierce competition and
limited revenue visibility, balances by a strong position in high
growth key segments. The multiple is higher than Mediapro at 4.5x,
but lower than Banijay at 5.5x and IDEMIA at 6.0x.

Fitch assumes that Voodoo's EUR30 million revolving credit facility
(RCF), ranking pari-passu with the EUR220 million TLB, is fully
drawn at default. The allocation of value in the liability
waterfall analysis results in a Recovery Rating corresponding to
'RR3' for the TLB. This indicated a 'B+' instrument rating with a
waterfall-generated recovery computation of 58%, based on current
metrics and assumptions.

RATING SENSITIVITIES

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

- Successful diversification into the hybrid and casual gaming
segment as evidenced by the growing contribution of the latter to
revenue and EBITDA

- Sustainable improvement of Fitch-defined EBITDA margin towards
15%

- Sustainable cash flow generation with (cash from operations -
capex) to total debt around 5%

- FFO leverage sustainably below 4.5x or EBITDA leverage
sustainably below 4.0x

- FFO or EBITDA interest cover above 3.0x

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

- Weaker than expected performance resulting in continued pressure
on revenue growth and margins

- FFO leverage sustainably above 6.0x or EBITDA leverage
sustainably above 5.5x

- FFO or EBITDA interest cover below 2.0x

- Inability to refinance in good time ahead of maturities

- Weaker liquidity with reduction in cash position with continued
reliance on the RCF to fund cash outflows (including earn-outs)

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: The company had EUR87 million in cash as of
June 2022. Fitch forecasts negative FCF in 2022, turning positive
in 2023. In addition, the EUR30 million RCF was undrawn as per June
2022 and as such liquidity is satisfactory.

Refinancing risk is deemed manageable with no maturities until
2025, predicated on improved profitability and deleveraging. The
RCF and TLB rank pari passu, and there is a 5.0x net leverage
maintenance covenant on both facilities. The company reported net
leverage of 3.2x (company-defined) as per June 2022.

ISSUER PROFILE

Voodoo is one of the leading hypercasual mobile games publisher
globally, and diversifying into casual games after its strategic
acquisition of Beach Bum.

ESG CONSIDERATIONS

Voodoo has an ESG Relevance Score of '4' for Management Strategy
due to material underperformance compared to the initial plan,
which has a negative impact on the credit profile, and is relevant
to the rating[s] in conjunction with other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means 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.

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
Stan Holding SAS     LT IDR B  Downgrade              BB

   senior secured    LT     B+ Downgrade    RR3       BB+




=============
G E O R G I A
=============

HALYK BANK: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable
---------------------------------------------------------------
Fitch Rating has affirmed JSC Halyk Bank Georgia's (HBG) Long-Term
Issuer Default Rating (IDR) at 'BB+' with a Stable Outlook and
Viability Rating (VR) at 'b+'.

KEY RATING DRIVERS

HBG's IDRs are driven by potential support, in case of need, from
its parent, Kazakhstan's JSC Halyk Bank (HBK, BBB-/Stable), as
reflected in the Shareholder Support Rating (SSR) of 'bb+'.

The 'b+' VR captures the bank's modest franchise, high lending
dollarisation, asset quality weaknesses and high capital
encumbrance from unreserved impaired loans. The rating also
reflects improving profitability metrics and stable funding
profile.

Shareholder Support: Fitch believes HBK has a high propensity to
support its subsidiary, given its full ownership, common branding,
a record of capital and liquidity support, and reputational risks
in case of the subsidiary's default. HBG's small size relative to
the parent underpins its view that the cost of support would be
manageable for HBK. The one-notch difference between the IDRs of
HBG and HBK reflects the cross-border nature of the
parent-subsidiary relationship and the limited role of the Georgian
subsidiary in the group and its modest contribution to the group
performance.

Improved Growth Prospects: The military conflict in Ukraine and
subsequent sanctions on Russia have resulted in a large positive
economic shock in the form of the migration of a large number of
expatriates and subsequent surge in remittances. Coupled with
stable public consumption and positive net exports, these factors
have led us to revise up its real GDP growth forecast to 10.9% in
2022, before normalising to 5.3% by 2023. Fitch expects the boost
in economic activity to also support the banking sector's
performance.

Limited Franchise: HBG has a modest domestic franchise with a 1.4%
market share by loans (as of end-1H22) in the concentrated Georgian
banking sector. The business model is focused around corporate and
SME lending with a limited presence in retail segment.

High Dollarisation; Material Concentrations: Foreign-currency loans
were a high 71% of total loans at end-1H22, which is above the
sector average of 49%, due to HBG's focus on corporate and SME
lending. The loan book is concentrated with the largest 25 groups
of borrowers amounting to 1.4x Fitch Core Capital (FCC).

Weak Asset Quality: Stage 3 loans were a high 14% of gross loans at
end-1H22 (2021: 11.8%). Coverage of impaired loans by total loan
loss allowances (LLAs) remains low at 13% due to the bank's
reliance on collateral. Fitch expects asset quality to moderately
improve in 2023 on the back of favourable operating conditions and
the gradual recovery in the vulnerable sectors like hospitality and
real estate.

Recovered Profitability: Performance improved with operating profit
at 2.2% of risk-weighted assets in 1H22 (annualised; according to
IFRS management accounts), up from 1.6% in 2021, helped by the
release of loan impairment charges (0.4% of average loans).
Pre-impairment profit remained adequate at 1.8% of average loans in
1H22, broadly unchanged from 2021 (1.9%).

High Capital Encumbrance: Fitch estimates that the ratio of FCC to
regulatory RWAs increased to an adequate 16.3% at end-1H22 from
14.7% at end-2021, helped by internal capital generation and
moderate loan book deleverage. Capitalisation is undermined by the
high amount of unreserved impaired loans, which amounted to 52% of
FCC at end-1H22. Regulatory common equity Tier 1 amounted to 12.8%
at end-1H22, comfortably above the minimum requirement of 6.7%.

Related-Party Funding Reliance: HBG is primarily funded by HBK (59%
of liabilities at end-1H22), followed by customer deposits (38%).
Liquidity metrics are strong with a cushion of high liquid assets
(comprising cash, placements with the National Bank of Georgia net
of obligatory reserves, short-term interbank, and securities and
loans eligible for repo) covering 47% of customer accounts, while
refinancing risks are low, given wholesale borrowings are entirely
sourced from the parent bank.

RATING SENSITIVITIES

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

HBG's IDRs and SSR could be downgraded if Georgian country risks
materially increase or if Fitch revises down its assessment of
support from the parent bank.

The VR could be downgraded if the bank's capitalisation metrics
decline as a result of asset quality deterioration or rapid credit
growth, and if not timely addressed by the shareholder. The trigger
for a downgrade would be if regulatory capital ratios are
maintained with a thin buffer above the capital requirements (below
100 bp) or if capital encumbrance from unreserved impaired loans
materially increased.

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

An upgrade of HBG's IDR would require both an upgrade of Georgia's
sovereign rating and an upgrade of HBK. Upside for the bank's VR
would require a material strengthening of the bank's franchise,
coupled with the moderation of asset quality risks.

VR ADJUSTMENTS

The earnings and profitability score of 'b+' has been assigned
below the implied score of 'bb' due to: Revenue diversification
(negative).

The capitalisation and leverage score of 'b+' has been assigned
below the implied score of 'bb' due to: Reserve coverage and asset
valuation (negative).

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means 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.

   Entity/Debt                       Rating           Prior
   -----------                       ------           -----
JSC Halyk Bank
Georgia            LT IDR              BB+ Affirmed    BB+
                   ST IDR              B   Affirmed    B
                   Viability           b+  Affirmed    b+
                   Shareholder Support bb+ Affirmed    bb+




=============
I R E L A N D
=============

TRINITAS EURO III: Fitch Assigns 'B-sf' Rating on Class F Notes
---------------------------------------------------------------
Fitch Ratings has assigned Trinitas Euro CLO III DAC's notes final
ratings.

   Entity/Debt                Rating        
   -----------                ------        
Trinitas Euro CLO III DAC

   A XS2498896369          LT AAAsf  New Rating
   B-1 XS2498897250        LT AAsf   New Rating
   B-2 XS2498897508        LT AAsf   New Rating
   C XS2498897847          LT Asf    New Rating
   D XS2498898068          LT BBB-sf New Rating
   E XS2498898225          LT BB-sf  New Rating
   F XS2498898654          LT B-sf   New Rating
   Sub Notes XS2498898738  LT NRsf   New Rating

TRANSACTION SUMMARY

Trinitas Euro CLO III DAC is a securitisation of mainly senior
secured loans and secured senior bonds (at least 90%) with a
component of senior unsecured, mezzanine and second-lien loans.
Note proceeds have been used to fund a portfolio with a target par
of EUR400 million. The portfolio is actively managed by Trinitas
Capital Management, LLC. The CLO has an approximately 4.5-year
reinvestment period and an approximately 8.5-year weighted average
life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B' category. The Fitch
weighted average rating factor (WARF) of the identified portfolio
is 23.87.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 65.35.

Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including the top 10 obligor
concentration limit at 23% and the maximum exposure to the
three-largest Fitch-defined industries at 43%. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management (Neutral): The transaction has one matrix
effective at closing and a forward matrix effective one year after
closing, provided that the aggregate collateral balance (defaults
at Fitch-calculated collateral value) will be at least at the
reinvestment target par. The transaction has also a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of 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 Modelling (Positive): The WAL modelled is 12 months less
than the WAL covenant. This accounts for the strict reinvestment
conditions envisaged by the transaction after its reinvestment
period. These include, among others, passing both the coverage
tests and the Fitch 'CCC' maximum limit, as well as a WAL covenant
that progressively steps down over time, both before and after the
end of the reinvestment period. Fitch believes these conditions
would reduce the effective risk horizon of the portfolio during the
stress period.

Class F Delayed Issuance (Neutral): In Fitch's view, the issue of
the tranche F would reduce available excess spread to cure the
reinvestment over-collateralisation test by the class F interest
amount. Consequently, Fitch has modelled the deal assuming the
tranche is issued on the issue date to reflect the maximum stress
the transaction could withstand if that occurs.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A, B, C
and D notes and would lead to downgrades of one notch for the class
E and F notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B and D notes display a
rating cushion of two notches, the class C and F notes of one
notch, and the class E notes of three notches.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the stressed portfolio would lead to downgrades of up to four
notches for the rated notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of Fitch-stressed portfolio
would lead to upgrades of up to three notches for the rated notes,
except for the 'AAAsf' rated notes.

During the reinvestment period, based on Fitch-stressed portfolio,
upgrades, except for the 'AAAsf' notes, may occur on
better-than-expected portfolio credit quality and a shorter
remaining WAL test, allowing the notes to withstand
larger-than-expected losses for the remaining life of the
transaction. After the end of the reinvestment period, upgrades,
except for the 'AAAsf' notes, may occur on stable portfolio credit
quality and deleveraging, leading to higher credit enhancement and
excess spread available to cover losses in the remaining
portfolio.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.




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

ILLIMITY BANK: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed illimity Bank S.p.A.'s Long-Term Issuer
Default Rating (IDR) at 'BB-' with a Stable Outlook and Viability
Rating (VR) at 'bb-'.

The affirmation reflects Fitch's view that illimity's ratings have
headroom to absorb potential pressures arising from weaker
macroeconomic prospects, even if the domestic economy deteriorates
more than Fitch currently expects. This is because profitability
should continue to improve as the bank achieves a larger scale and
asset quality deterioration should be manageable, due to illimity's
disciplined underwriting and ample use of public guarantees.

KEY RATING DRIVERS

Fast-growing Challenger Bank: illimity's ratings reflects its
specialised business model and niche franchise, which are
nonetheless allowing it to expand rapidly and generate satisfactory
and improving profitability in a controlled risk environment. The
ratings also reflect adequate capitalisation, but remain
constrained by illimity's small size and limited record.

Improving Business Diversification: illimity still generates most
of its revenue and profits from non-performing loans (NPLs)
investing and servicing. However, diversification is improving as
the bank continues to grow loans to SMEs and in ancillary
businesses. Fitch believes that illimity's still limited franchise
has some clear competitive advantage, and that mixing cyclical SME
lending with anti-cyclical NPL investing could support
through-the-cycle earnings stability.

Inherently Higher Risk Profile: illimity has above-average appetite
and exposure to higher-risk asset classes like NPLs, largely
purchased or originated credit impaired (POCI), and SME loans.
However, its risk framework adequately mitigates risks, as controls
are comprehensive, the underwriting approach prudent, and tools
more sophisticated than similarly-sized banks.

Relatively Unseasoned Loan Book, Guarantees: Fitch has upgraded its
assessment of illimity's asset quality to 'bb-' to reflect that its
organic impaired loan ratio of 2.2% at end-June 2022 remains low,
although it could rise towards 6% in the medium term as the loan
book grows and seasons, a level that would be high internationally
but consistent with the current score. About half of SME loans are
assisted by public guarantees or credit insurance, which mitigates
downside risks in a domestic recession and above-average portfolio
concentrations.

Good NPL Collections: Its asset quality assessment also reflects
that NPL collections have consistently beaten expectations,
including during the pandemic. This record and the heavy discount
at which illimity purchases NPLs mean Fitch views the bank's
ability to extract value from these assets positively. A domestic
recession could benefit illimity's NPL activities by means of
higher business volumes, potentially offsetting weaker or slower
recoveries.

Accelerating Profitability: Fitch has upgraded its assessment of
illimity's earnings and profitability to 'bb-' as operating
profit/risk-weighted assets (RWA) exceeded 2% in 2021 and 1H22,
above most traditional domestic commercial banks. illimity achieved
this as continued business expansion allowed it to achieve
economies of scale despite continued investments in new activities,
and loan impairment charges remained low.

Limited Profitability Record, Positive Trend: Its assessment of
profitability remains constrained by illimity's limited record and
the continued reliance on NPL investment and servicing, including
potentially volatile profits from closed distressed credit
positions. However, the outlook on its assessment is positive, as
Fitch expects improving earnings diversification to ultimately lead
to more sustained and predictable profitability levels.

Adequate Capitalisation Mitigates Risks: illimity's common equity
Tier 1 (CET1) ratio of 17.7% at end-June 2022 (pro-forma for the
conversion of special shares and reduced RWA density on POCI) had
adequate buffers over regulatory requirements. Its assessment of
capital remains constrained by the small size of the equity base
and illimity's exposure to higher-risk lending segments. However,
this is mitigated by illimity's commitment to operate with a CET1
ratio of above 15% throughout its business plan, supported by
accelerating internal capital generation.

Price-Sensitive, Deposit-Based Funding: illimity's funding is
primarily based on deposits collected online by offering
above-average interest rates. Market access is also less reliable
than higher rated peers. However, illimity's higher lending margins
and term nature of most deposits mean that the cost of funding
should not pressurise profitability in the short term. Funding
diversification and granularity has improved in recent quarters,
and liquidity remains sound.

RATING SENSITIVITIES

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

- illimity's ratings could be downgraded if the bank fails to
achieve stated growth and profitability targets, for example
because it is unable to continue growing businesses other than NPL
investing and servicing or opportunities in the NPL segment dried
up for the bank, leading to an operating profit to RWA ratio below
0.25% on a sustained basis.

- The ratings could also be downgraded if pressures on asset
quality materialise, resulting in an organic impaired loan ratio
structurally above 10% or a material deterioration of NPL
collection performance.

- Pressure could also arise if Fitch believes that business growth
is compromising underwriting discipline or pressurising solvency
and liquidity more than currently envisaged. This could translate
in the CET1 ratio dropping below 13% without being accompanied by
sufficient internal capital generation.

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

- The Outlook could be revised to Positive if illimity continues to
meet its growth targets and further increases the share of revenue
and earnings generated by businesses other than NPL investing and
servicing, ultimately leading to stronger and more diversified
earnings profile and internal capital generation in the medium
term.

- An upgrade would be conditional on total operating income
sustainably approaching or being expected to exceed about USD500
million, signalling structural improvements in illimity's business
profile.

- An upgrade would also require a longer record of sustained
profitability and internal capital generation without a significant
increase in risk profile, maintenance of the CET1 ratio above 13%
and good control over organic impaired loans inflows and NPL
collections. Evidence of the bank's ability to retain retail term
deposits at an acceptable cost once they expire, and continued
access to the institutional debt markets, could also benefit the
ratings.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

SENIOR PREFERRED (SP) DEBT

illimity's SP debt is rated in line with the bank's Long-Term IDR
as total debt buffers exceed the 10% of RWA required by its
criteria to align the ratings for banks not subject to resolution
buffer requirements in jurisdictions with full depositor
preference. Fitch expects buffers to be maintained despite the
strong expected growth in RWA, as illimity plans to issue
cumulative EUR1.3 billion of SP debt by end-2025.

DEPOSITS

The 'BB' long-term deposit rating is one notch above the Long-Term
IDR to reflect the protection provided by the larger buffer of more
junior debt, and the expectation that this buffer will be
maintained as per the bank's funding plan.

The short-term deposit rating of 'B' is in line with the bank's
'BB' long-term deposit rating under Fitch's rating correspondence
table.

SUBORDINATED DEBT

illimity's subordinated debt is rated two notches below the VR for
loss severity to reflect poor recovery prospects. No notching is
applied for incremental non-performance risk because write-down of
the notes will only occur once the point of non-viability is
reached and there is no coupon flexibility before non-viability.

GOVERNMENT SUPPORT RATING (GSR)

illimity's GSR of 'ns' reflects Fitch's view that senior creditors
cannot rely on receiving full extraordinary support from the
sovereign in the event that the bank becomes nonviable. The EU's
Bank Recovery and Resolution Directive (BRRD) and the Single
Resolution Mechanism (SRM) for eurozone banks provide a framework
for resolving banks that requires senior creditors participating in
losses, if necessary, instead of, or ahead of, a bank receiving
sovereign support. In addition, Fitch's assessment of support
reflects the bank's still very limited domestic retail deposit
market share and specialised lending franchises.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The SP and deposit ratings are sensitive to changes in the bank's
Long-Term IDR, from which they are notched. The SP and long-term
deposit ratings could be downgraded by one notch if the bank is
unable to complete planned debt issuances and the buffer of
unsecured debt falls below 10% of RWA without prospects of
recovering in the medium term.

The subordinated debt rating is sensitive to changes in the bank's
VR, from which it is notched. It is also sensitive to a change in
the notes' notching, which could arise if Fitch changes its
assessment of their non-performance relative to the risk captured
in the VR.

An upgrade of the GSR would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely, although not impossible.

VR ADJUSTMENTS

The Earnings & Profitability score of 'bb-' has been assigned above
the 'b & below' category implied score due to the following
adjustment reasons: Historical and future metrics(positive).

The Asset Quality score of 'bb-' has been assigned above the 'b &
below' category implied score due to the following adjustment
reasons: Impaired Loan Formation(positive).

The Capitalisation & Leverage score of 'bb-' has been assigned
below the 'bbb' category implied score due to the following
adjustment reasons: Size of Capital Base (negative), Risk Profile
and Business Model (negative).

The Funding & Liquidity score of 'bb-' has been assigned below the
'bbb' category implied score due to the following adjustment
reason: Deposit Structure (negative)

ESG CONSIDERATIONS

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

   Entity/Debt                          Rating           Prior
   -----------                          ------           -----
illimity Bank S.p.A.   LT IDR             BB- Affirmed     BB-

                       ST IDR             B   Affirmed     B

                       Viability          bb- Affirmed     bb-

                       Government Support ns  Affirmed     Ns

   Subordinated        LT                 B   Affirmed     B

   long-term deposits  LT                 BB  Affirmed     BB

   Senior preferred    LT                 BB- Affirmed     BB-

   short-term deposits ST                 B   Affirmed     B




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

STANDARD LIFE: Fitch Affirms 'B+' Insurer Financial Strength Rating
-------------------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based Joint-Stock Company
Life Insurance Company Standard Life's (Standard Life) Insurer
Financial Strength (IFS) Rating at 'B+' and National IFS Rating at
'BBB-(kaz)'. The Outlooks are Stable.

The ratings reflect the insurer's adequate company profile, weak
risk-adjusted capital position, significant asset-liability
duration mismatch, as well as a prudent investment portfolio and
good financial performance.

KEY RATING DRIVERS

Adequate Company Profile: Its assessment of Standard Life's company
profile is primarily driven by its 'Moderate' competitive position
and business risk profile, partly offset by a 'Less Favourable'
operating scale reflecting the company's relatively small size. The
company's competitive position is supported by a 30% premium rise
in 2021, mainly achieved via higher sales in life insurance lines.
However, Fitch expects volumes to decline in 2022 due to weaker
annuity volumes. Its business risk profile is improving due to
business line diversification resulting in less-volatile in-force
portfolio development.

Weak Capital Position: Standard Life's capital position, as
measured by Fitch's Prism Factor-Based Model (FBM) score, remained
below 'Somewhat Weak', at end-2021, unchanged from its 2020 result.
Profit generation in 2021 was partly offset by significant growth
of new business and a dividend pay-out ratio of around 30% in 2021
(90% in 2020). Fitch expects lower profit repatriation will support
its business growth and capital position. Standard Life remained
compliant with local Solvency-I based regulatory capital
requirements, with a solvency margin at 142% at end-9M22 and 153%
at end-2021.

Good Financial Performance: Standard Life's net income increased to
KZT1.5 billion in 9M22 (9M21: KZT1.1 billion), despite a decline in
foreign-exchange gains. Based on IFRS reporting, Standard Life's
2021 net income return on equity (ROE) was a strong 19% (2020: 36%,
five-year average 24%). Reduction in ROE was largely driven by
lower net income following a significant loss event in its
workers-compensation line in 2021 and an increase in its capital
base.

Volatile Underwriting Performance: Standard Life's underlying
insurance performance is volatile with a non-life net combined
ratio of 107% in 2021 (2020: 78%), much weaker than its five-year
average of 86%. The increase in its net combined ratio was driven
by an increase in its net loss ratio to 30% in 2021 from 6% in 2020
and higher administration expenses. This weaker technical result
was more than offset by favourable investment income.

Prudent Investment Portfolio: Standard Life's investment portfolio
is conservative relative to most domestic peers' and in light of
available investment opportunities. The insurer's asset mix is
dominated by fixed-income securities issued by local
government-related entities, with the portion of good credit-
quality bonds at 60% of total invested assets at end-2021.

Significant Asset-Liability Duration Gap: Fitch views Standard
Life's asset-liability duration mismatch as sizeable, in line with
other Kazakh life insurers'. At end-2021, 86% of the insurer's
total liabilities remained uncovered by assets of equivalent
duration. However, the company continues to make efforts to reduce
asset-liability risks by acquiring government-related bonds of
longer duration. In addition, the duration of liabilities is
shortened by high average lapse rates within an initial two years
of policy terms.

National IFS Rating: Standard Life's National IFS Rating is derived
by mapping its implied IDR to the implied National Long-Term Rating
using Fitch's National Ratings Correspondence Table for
Kazakhstan.

RATING SENSITIVITIES

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

- Strengthened capitalisation, manifested in an improvement of the
Prism FBM score to 'Somewhat Weak'

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

- Significant capital depletion, a breach of prudential regulatory
metrics, or other forms of significant regulatory non-compliance

- Significant weakening in financial performance, reflected in a
net loss on a sustained basis

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means 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.

   Entity/Debt                   Rating               Prior
   -----------                   ------               -----
Joint Stock
Company - Life
Insurance Company
- Standard Life   Ins Fin Str       B+       Affirmed  B+

                  Natl Ins Fin Str  BBB-(kaz)Affirmed  BBB-(kaz)




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

ENERGEAN PLC: Fitch Alters Outlook on 'B+' LongTerm IDR to Positive
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Energean Plc's Long-Term
Issuer Default Rating (IDR) to Positive from Stable and affirmed
the IDR at 'B+'. Fitch has also affirmed Energean's senior secured
notes at 'B+'. The Recovery Rating is 'RR4'.

The revision of the Outlook reflects Energean's
faster-than-expected improvement in financial performance over
2021-2023, due to a stronger price environment and timely delivery
of expansion projects. It also reflects its expectation that funds
from operations (FFO) net leverage should remain well below its
positive rating sensitivity of 2.5x from 2023. The company reached
first gas at Karish Main in 4Q22, and has continued progress on
Karish North and other projects that are expected to ramp up
production to around 200 thousand barrels of oil equivalent per day
(kboe/d) by 2024. A record of production ramp-up along with strong
credit metrics will support an upgrade.

Energean's 'B+' Long-Term IDR reflects the company's strong
gas-weighted growth prospects in Israel, some additional growth
potential in existing producing assets, reserve life of over 20
years on a 2P basis (assuming production contribution from Karish
Main) and a large share of contracted sales under long-term
take-or-pay agreements that will provide more visibility to the
company's cash flows. These factors are partially offset by
Energean's complex group structure with large project finance debt
at its 100% opco Energean Israel Limited (EISL), a high but
declining cost structure, and exposure to operations in Egypt.

KEY RATING DRIVERS

Growth Prospects in Israel: Energean is the sole indirect owner and
operator of the offshore Karish, Karish North, and Tanin gas
developments in Israel. These assets are Energean's key value
driver, contributing around 77% of current 2P reserves and run-rate
production of around 150kboe/d, bringing consolidated production to
around 200kboe/d by 2024 under its assumptions. Those assets are
low cost, with favourable unit economics and a primarily
gas-weighted production mix that will benefit from favourable
natural gas demand in Israel, as well as long-term, primarily
take-or-pay sale contracts.

Successful Completion of Karish Main: Despite the delays to Karish
first gas due to Covid-19, Energean successfully delivered first
gas from the Karish Field. Fitch expects 2022 production
contribution from Karish will be around 22kboe/d, increasing above
100kboe/d next year as production ramps up. The Energean Power
floating production storage and offloading (FPSO) and the sales gas
pipeline have an ultimate capacity of 8 billion cubic metres
(bcm)/year. The initial production capacity is up to 6.5 bcm/yr,
and commercial gas sales are expected to reach this level
approximately four to six months following first gas, with bolt-on
infrastructure investments required to expand production capacity
to fully utilise FPSO capacity.

Favourable Israeli Market Dynamics: Israel is currently in the
middle of a government-mandated transition away from coal-fired
energy sources by 2025. Alongside continued population growth and
economic expansion, Fitch expects domestic natural gas demand to
increase over the medium term, enhancing the need for gas supplies
outside of the current incumbent Leviathan field.

Mediterranean-focused Producer: Energean's assets outside of Israel
have a run-rate working interest production base of around
40-60kboe/d. Current producing assets are primarily located in
Egypt and Italy, providing around 70% and 24% of volumes,
respectively. Energean operates the majority of its portfolio, and
maintains a gas-to-oil production ratio of over 70% from its
producing assets, which will increase to over 75% from 2023 once
the Israeli assets fully contribute.

Consolidated Profile: Energean's latest notes are structurally
subordinated to debt located at operating companies, mainly
consisting of the USD2.5 billion project-finance notes at EISL,
secured by its assets. However, Fitch analyses Energean on a
consolidated basis, due to cross-default provisions in its notes'
documentation. Subordination issues, either due to characteristics
of the debt instruments or the location of the debt in the group
structure, are reflected in the Recovery Ratings of debt instrument
ratings.

Clear Path to Deleveraging: Fitch expects Energean's
Fitch-calculated funds from operations (FFO) net leverage, on a
consolidated basis and including opco-level project-finance debt,
to peak in 2022 at 5.0x under Fitch's base-case commodity-price
assumptions and assessment of cash flows from the Israeli assets
based on the floor price. This is expected to decline rapidly to
1.6x in the following year, despite lower assumed commodity prices,
due to Karish contributing a full year of cash flow. Fitch expects
the leverage metric to normalise to 1.0x-1.5x thereafter as Israeli
assets ramp up production.

Defined Dividend Policy: Energean is expected to pay dividends of
at least USD50 million per quarter. This will ramp-up in line with
its medium-term production and revenue targets to at least USD100
million per quarter, as fully sanctioned and funded developments
come onstream in the medium term. The commencement of dividend
payments before reaching run-rate production in Israel will be a
drag on cash flows, but this is somewhat mitigated by the company's
robust liquidity, strong recent performance, and successful first
gas at Karish.

Contracted Cash Flows: Energean has entered into 7.2 bcm per year
of long-term contracts with a diversified pool of customers for gas
production volumes from its Israeli assets, which provide floor
pricing at around USD4.3/ million British thermal units (mmbtu),
and on average 75% of contracted volumes are covered by take-or-pay
clauses. The contracted nature of sales supports visibility of its
cash flows compared with other oil and gas producers, although it
will limit upside from current elevated market prices for gas in
Europe.

Low Re-contracting Risk: Fitch expects Energean would be able to
replace customers in the event of a contract termination or other
unforeseen event, given robust market dynamics in Israel, access to
international markets, and the favourable cost position of the
Karish, Karish North and Tanin projects. Fitch views the company's
track record of customer replacement during 2022 as well as ramping
production at Karish as substantially mitigating the risk of
contract termination and re-contracting risk.

High-cost Producing Assets: Energean's existing producing assets
are high-cost and lower margin than peers, with cash costs in
excess of USD19/boe as of 2Q22, which is high for a gas-weighted
producer. Energean's cost structure will meaningfully improve in
2023 and thereafter as greenfield projects ramp up, but Fitch
expects the company's asset value and cash flow generation will
continue to be concentrated in Israel over the long term.

DERIVATION SUMMARY

Fitch currently rates Energean in line with Kosmos Energy Ltd.
(B+/Stable). Energean's higher reserve life, larger production base
including initial contributions from Karish, more stable cash flows
owing to long-term contracted sales volumes, and better geographic
mix could support a one-notch difference given the Positive Outlook
on Energean's rating.

Fitch rates Energean one notch above Seplat Energy Plc (B/Stable),
due to its larger size (including Karish), and more favourable
operating environment centred around Israel (A+/Stable) and Egypt
(B+/Stable) vs. Seplat's focus on Nigeria (B/Stable). This is
partially offset by Seplat's lower leverage.

KEY ASSUMPTIONS

- Oil and gas prices to 2026 in line with its base case price deck

- Consolidated production volumes of 57kboe/d in 2022, increasing
to over 200kboe/d in 2024 and 2025.

- Capex averaging around USD388 million a year between 2022 and
2026.

- Karish achieving first gas in 4Q22, and Karish North coming
online in late 2023.

- Israeli gas sold at contractual floor price of USD4.3/mmbtu
through 2026

- Dividend payments of USD100 million in 2022, USD200 million 2023
and USD400 million for 2024-2026.

- Repayment 30% of 2024 maturities and refinancing of 70% of the
obligation

Fitch's Key Assumptions for Recovery Analysis:

The recovery analysis assumes that Energean would be reorganised as
a going-concern (GC) in bankruptcy rather than liquidated.

The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level upon which we base the enterprise
valuation (EV). Energean's post-reorganisation, GC EBITDA is
estimated around USD750 million (vs prior year USD695 million),
based on current asset base and taking into account Israeli assets
production. A GC EBITDA reflects risks associated with hydrocarbon
price volatility, potential unplanned downtime and other adverse
factors followed by a moderate recovery.

A 4.5x multiple is used to calculate a post-reorganisation EV,
reflecting Energean's healthy growth prospects, good quality of
Israeli assets that is offset by the average quality of producing
assets, and exposure to potential delays regarding the development
of the Israeli assets.

The notes are subordinated to EISL's USD2.5 billion bonds and loans
at the Greek opco.

Its waterfall analysis assumes the USD183.33 million super senior
revolving credit facility (RCF) is fully drawn and ranks senior
relative to the USD450 million senior secured notes. The USD91.66
million RCF is also fully drawn and ranks pari passu relative to
the USD450 million senior secured notes.

After deducting 10% for administrative claims, its analysis
resulted in a waterfall-generated recovery computation (WGRC) in
the 'RR4' band, indicating a final 'B+' instrument rating. The WGRC
output percentage on current metrics and assumptions was 43%.

RATING SENSITIVITIES

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

- Ramping up production in line with expectations

- Maintaining FFO net leverage below 2.5x on a sustained basis

- Continued prudent financial management at EISL, ensuring sound
distributable cash flow generation

- Maintaining or increasing 1P reserve levels

- Maintaining a conservative financial policy

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

The Positive Outlook means negative rating action is unlikely at
least in the short-term. However, failure to maintain FFO net
leverage below 2.5x due to production delays or higher dividends
would result in a revision of the Outlook to Stable

- Substantial underperformance in production expectations on the
Karish project

- Significant gas sales contract terminations at EISL

- FFO net leverage rising above 3.5x on a sustained basis

- Negative post-dividend free cash flow on a sustained basis, due
to capex overruns, production delays or high dividend payments

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Energean does not have any immediate
external funding needs and liquidity is strong, with no maturities
of funded debt until 2024. At end-1H22 Energean's liquidity was
USD1,087 million, including cash and cash equivalents (USD812
million) and unused RCF of USD275 million.

ISSUER PROFILE

Energean is an international independent gas-focused oil & gas
company focused on the exploration, development and production of
gas and oil assets in the Mediterranean. It is listed on the London
Stock Exchange and the Tel Aviv Stock Exchange.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means 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.

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
Energean plc        LT IDR B+ Affirmed                B+

   senior secured   LT     B+ Affirmed      RR4       B+  


FLOODCHECK ACADEMY: Creditors Must File Proof of Debt Form
----------------------------------------------------------
The Insolvency Service on Nov. 10 disclosed that on September 21,
2022, a winding up order was made against Floodcheck Academy
Limited in the High Court of Justice.  The court appointed the
Official Receiver, Joseph Sullivan, as the Liquidator.

The Official Receiver's role and duties as Liquidator are to
investigate the company's affairs, realise any asset for the
benefit of creditors and determine the director's conduct.

Information for creditors and investors

You will need to register as a creditor in the liquidation if:

- You have not been paid for goods or services you've supplied to
Floodcheck Academy Limited (in liquidation)

- You have paid Floodcheck Academy Limited (in liquidation) for
goods or services that you have not received

- You are an investor in Floodcheck Academy Limited (in
liquidation).

To register as a creditor, you will need to complete a Proof of
Debt form which you should then email:
ORLondonSouthend@insolvency.gov.uk quoting the reference:
LQD6627795 - FLOODCHECK ACADEMY LIMITED

Due to the high volume of creditors, the Official Receiver will not
be able to respond or acknowledge receipt.  Creditors and investors
will be updated when appropriate by way of a further report to
creditors.


KINGS LANDSCAPES: Commercial Pressures Prompt Administration
------------------------------------------------------------
Nina Mason at ProLandscaper reports that commercial landscaping
company Kings Landscapes has gone into administration as of Oct.
14.

According to ProLandscaper, the Milton-Keynes based company, which
was established 18 years ago, says "commercial pressures" were
behind the decision.

Managing director David Houghton says that delays in supply and
payments caused by the COVID-19 pandemic meant its client base were
unable to pay on time which left Kings Landscapes also falling
behind on payments, ProLandscaper discloses.

Before closing its doors, Kings Landscapes completed all its
existing contracts and the majority of its staff have gone on to
find other work, ProLandscaper notes.


MORLEY ARMS: Owed More Than GBP600,000 at Time of Administration
----------------------------------------------------------------
William Telford at PlymouthLive reports that the company that ran
one of Plymouth's best known pub/restaurants left unpaid debts of
more than GBP600,000 including an unpaid Covid loan when it went
bust, it can be revealed.

Morley Arms Ltd appointed liquidators and was wound up voluntarily
in September 2021, with the bar and eatery now under new ownership,
PlymouthLive recounts.

According to PlymouthLive, documents filed at Companies House now
reveal the business, which ran the Morley Arms in Plymstock, had
huge debts and owed large sums to the taxman, Plymouth City Council
and to lenders.  The statement of affairs, signed by director Chris
Wakeham, showed the business was flat broke with no assets,
although the land and buildings were valued at GBP227,865,
PlymouthLive notes.

The document revealed an estimated shortfall of GBP617,813 for
creditors, PlymouthLive discloses.  A list of company creditors
cites claims adding up to GBP544,744, including GBP107,003 owed to
HM Revenue and Customs in unpaid VAT, income tax and national
insurance contributions, PlymouthLive states.

The most recent financial statement by Morley Arms Ltd, for the
year to the end of August 2021, revealed it made a net profit of
GBP114,889, PlymouthLive relays.

The pub building and land was put on the market earlier this year
with a price tag of at least GBP2 million, PlymouthLive recounts.
It is still being advertised on Rightmove and marketed by
Pilkington Estates, according to PlymouthLive.


NIJA BITE: Director Disqualified After Abusing Bounce Back Loans
----------------------------------------------------------------
The Insolvency Service on Nov. 10 disclosed that Bounce Back Loans
were government-backed loans designed to support businesses through
the Covid pandemic. Under the rules of the scheme, companies were
allowed to borrow up to 25% of their 2019 turnover, up to a maximum
of a GBP50,000.

Malcolm Forbes, Avin Habash and Kamil Ozkan were directors of three
separate companies that applied for Bounce Back Loans. But each
caused their companies to abuse the covid support scheme, which was
only uncovered after the companies entered into liquidation.

Malcolm Forbes, from Portsmouth, was the sole director of Nija Bite
Limited, which operated as a takeaway called Iroko Lounge on Onslow
Road in Southampton and a mobile food stand.

Enquiries uncovered that Malcolm Forbes received the maximum
GBP50,000 Bounce Back Loan having submitted an application that
declared a turnover of GBP225,000.  However, Malcolm Forbes grossly
exaggerated the company's turnover, which was closer to GBP24,000
and this would have only entitled Nija Bite Limited to a GBP6,000
loan.

Liverpool's Avin Habash, was the sole director of Hot Spot
Liverpool Limited, which traded as Hot Spot, a takeaway in
Liverpool city centre on Temple Court.

Avin Habash caused the company to apply for a Bounce Back Loan and
secured GBP50,000 claiming a turnover of GBP200,000. Investigators,
however, found that Hot Spot Liverpool Limited's actual turnover
was closer to GBP100,000, which should have only entitled the
eatery to circa GBP26,000.

And Kamil Ozkan, from West Rainton, Houghton le Spring, was the
sole director of Papa Peterlee Limited, trading as Martinos Italian
Kitchen on York Road in Peterlee.

Investigators discovered that Papa Peterlee Limited successfully
received a GBP50,000 Bounce Back Loan. But instead of using the
loan for the economic benefit of the company, Kamil Ozkan caused
the company to transfer up to GBP37,500 to his personal account.

The 3 restaurateurs are now banned from directly, or indirectly,
becoming involved in the promotion, formation or management of a
company, without the permission of the court.

Mike Smith, Chief Investigator for the Insolvency Service, said:

"Covid support schemes provided a lifeline to businesses,
protecting jobs and preserving businesses. However, Malcolm Forbes,
Avin Habash and Kamil Ozkan flagrantly abused that support when
they either personally benefited from the loan or exaggerated
turnover to secure more money than they were entitled to.

"The three restaurateurs have now been removed from the corporate
arena and creditors will be protected from any further harm. Their
bans clearly demonstrate that we will not hesitate to take action
against directors who have abused Covid-19 financial support like
this."


NOMAD FOODS: Fitch Gives BB+(EXP) Rating on Secured USD Loan
------------------------------------------------------------
Fitch Ratings has assigned Nomad Foods US LLC's and Nomad Foods Lux
S.a.r.l.'s planned senior secured U.S. dollar term loan an expected
rating of 'BB+(EXP)' with a Recovery Rating 'RR2'. These entities
are fully-owned subsidiaries of Nomad Foods Limited (Nomad, BB/
Negative).

Proceeds from the proposed debt instrument will be used to
refinance an existing U.S. dollar term loan, leading to a neutral
impact on leverage, but extending debt maturity profile. The
assignment of the final senior secured rating is contingent on the
receipt of final documents conforming to information already
received.

The single-notch uplift to the senior secured rating of 'BB+(EXP)'
reflect Fitch's view of superior recovery prospects supported by a
moderate leverage profile, which is partly offset by a lack of
material subordinated, or first-loss, debt tranche in the capital
structure.

The 'BB' Issuer Default Rating (IDR) of Nomad is supported by the
company's position as the largest frozen food producer in western
Europe, its strong FCF generation, and adequate interest cover
metrics translating into solid financial flexibility for the
rating.

The Negative Outlook on the IDR reflects risks to Nomad's EBITDA
margin recovery, which if materialised may lead to leverage
permanently remaining above its negative rating sensitivity over
2022-2025. Nomad's EBITDA margin is under pressure from strong cost
inflation, which in Fitch's view the company may not be able to
fully pass on to consumers given stiff competition from cheaper
private labels in the frozen food category.

KEY RATING DRIVERS

Cost Inflation Erodes Profitability: Nomad Foods, like the broader
food and beverages sector, is being challenged by increased raw
material and packaging costs. Its Fitch-adjusted EBITDA margin fell
in 2021 and 1H22 as price increases lagged behind cost inflation.

In 1H22, Nomad Foods' prices increased organically by only 2%, well
below the high-single-digit increases reported by its fast-moving
consumer goods peers, as it executed price increases only by the
end of 1Q22. Price increases became more visible in 3Q22 as revenue
grew organically by 7.2%. This helped to offset cost inflation.

Risks to Margin Recovery: Nomad Foods intends to fully recover its
margin in 2023 with another wave of price increases planned for
4Q22. However, Fitch is cautious that it could take longer due to a
volatile commodity price environment and potential disruptions to
fish supplies from Russia. Fitch also see execution risks related
to further price increases as competition from private labels is
strong. This is reflected in the Negative Outlook on the rating.

Sales Volumes Decline: Nomad Foods' organic sales volumes fell 1.6%
in 2021 and 5.9% in 1H22 as demand for frozen food normalised after
having been boosted by the pandemic. Fitch estimates that the
impact of normalising demand on the company's sales diminished from
2H22 and 3.4% organic reduction in volumes in 3Q22 was due to
demand elasticity to price increases introduced in 2022. The frozen
food category has a strong presence of private label, to which
consumers may shift from branded products when the price
differential increases, and Fitch expects this to weigh on Nomad's
sales volumes in 4Q22 and 1H23.

Slow Deleveraging: Funds from operations (FFO) gross leverage
jumped to 6.6x in 2021 (2020: 5.0x) as a result of the acquisition
of an ice cream and frozen food business in the Adriatic, which was
partly funded with debt. The company has already made progress on
the integration and delivery of synergies but Fitch projects
deleveraging to be slower than Fitch expected last year due to
significant cost pressures. As a result, leverage will remain high
and above its negative rating sensitivity of 5.5x over 2022-2024.

Public Leverage Target: Nomad Foods' net debt/EBITDA target of
3x-4x is not fully commensurate with its 'BB' rating. However,
Fitch does not expect leverage to exceed its negative sensitivity
if it is managed towards the lower end of the range, which would be
more aligned with historical levels.

Nomad Foods expects its leverage to fall by end-2022 from 4x at
end-1H22, as it has not carried out any buy-backs since 1Q22. This
gives us some confidence that Nomad Foods will not keep its
leverage at the top of the range.

Strong FCF to Resume: Nomad Foods' FCF will reduce in 2022 mostly
due to working-capital outflows resulting from inventory build-up
and implementation of the EU unfair trading practice directive.

Nevertheless, Fitch projects strong FCF generation will be restored
in 2023, despite its EBITDA margin remaining below the 2021 level.
Projected FCF margin of above 7% is a credit strength and
favourably differentiates Nomad Foods from sector peers. Healthy
FCF generation reduces the company's need for external funding for
its growth strategy and lowers refinancing risks.

No M&A in the Short Term: Inorganic growth remains an important
element of Nomad Foods' strategy but Fitch expects it to focus on
the core business and on extracting synergies from its acquired ice
cream and frozen food assets. Once the operating environment
normalises, Fitch assumes that Nomad Foods will use its accumulated
cash to acquire new assets or return cash to shareholders through
its USD500 million share buyback programme. Fitch therefore uses
gross instead of net leverage for rating sensitivities.

Leading European Frozen Food Producer: The ratings reflect Nomad
Foods' business profile as the largest branded frozen food producer
in western Europe, with leading positions across markets and
categories. Its market share of 18% is more than two times its next
competitor's. Nomad Foods also ranks third in branded frozen food
globally, after Nestle SA (A+/Stable) and Conagra Brands, Inc.
(BBB-/Stable). Nomad Foods' market position and annual EBITDA of
above EUR400 million put it firmly in the 'BB' rating category.

Moderate Diversification: Nomad Foods' geographic diversification
across Europe and frozen food products favourably differentiates it
from 'B' category peers. The acquisition of Fortenova's frozen food
business in 2021 expanded geographical diversification to the
Adriatic and added ice cream to Nomad Foods' portfolio. However,
the focus on one packaged food category (frozen food) and mostly
mature markets in one geographic region means business
diversification is weaker than investment-grade packaged food
producers'.

DERIVATION SUMMARY

Nomad Foods compares well with Conagra, which is the second-largest
branded frozen food producer globally, with operations mostly in
the U.S. Like Nomad Foods', Conagra's growth strategy is based on
bolt-on M&A. The two-notch rating differential stems from Conagra's
larger scale and product diversification as it also sells snacks,
which account for around 20% of revenue. Conagra's organic growth
profile is stronger than Nomad Foods' and Fitch expects it to cope
better with cost inflation. This explains the difference in rating
Outlooks.

Nomad Foods is rated higher than the world's largest margarine
producer, Sigma Holdco BV (B/ Negative), despite its more limited
geographical diversification and smaller business scale. The rating
differential is explained by Nomad Foods lower leverage, proven
ability to generate positive FCF, and less challenging demand
fundamentals for frozen food than for spreads. Both ratings have a
Negative Outlook, reflecting the risk that deleveraging may be
delayed by cost inflation.

Nomad Foods is rated below global packaged food and consumer goods
companies such as Nestle, Unilever PLC (A/Stable) and The Kraft
Heinz Company (BBB-/Stable), due to its limited diversification,
smaller business scale and weaker financial profile.

KEY ASSUMPTIONS

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

- Organic revenue growth below 1% in 2022, followed by 2%-3% in
2023-2025, with price increases partly offset by volumes declines
due to demand elasticity;

- EBITDA margin to decline in 2022 before gradually recovering to
2020 level by 2025;

- High interest rates persisting over 2022-2024, with the U.S.
dollar term loan refinanced at higher rates;

- Capex at around 3% of revenue in 2022-2023, before gradually
declining to 2.5% over 2024-2025;

- No dividends;

- Share buybacks temporarily suspended in 2022 and then to be
completed over 2023-2024;

- Accumulated cash to be used for bolt-on M&As.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Upgrade:

- Strengthened business profile via increased business scale or
greater geographical and product diversification.

- Continuation of organic growth in sales and EBITDA.

- FFO gross leverage below 4.5x or total debt/EBITDA below 3.5x on
a sustained basis, supported by a consistent financial policy.

- Maintenance of strong FCF margins.

Factors that Could, Individually or Collectively, Lead to The
Revision of The Outlook to Stable:

- Visibility of EBITDA growth due to successful price increases.

- FFO gross leverage below 5.5x or total debt/EBITDA below 4.5x on
a sustained basis, supported by a commitment to manage leverage
towards the lower end of the target range.

Factors that Could, Individually or Collectively, Lead to
Downgrade:

- Weakening organic sales growth, resulting in market-share erosion
across key markets.

- FFO gross leverage above 5.5x or total debt/EBITDA above 4.5x on
a sustained basis as a result of operating underperformance or
large-scale M&A.

- A reduction in the EBITDA margin or higher-than-expected
exceptional charges leading to an FCF margin below 2% on a
sustained basis.

LIQUIDITY AND DEBT STRUCTURE

Adequate Near-Term Liquidity: At end-June 2022, Nomad Foods had
sufficient liquidity due to cash of EUR221 million and EUR165
million available under revolving credit facility of EUR175 million
(of which EUR10 million is carved out as a guarantee facility). Its
only short-term debt maturity was related to a small amortisation
payment on its U.S. dollar term loan.

Once the existing U.S. dollar term loan is refinanced with the
proposed seven-year term USD825 million term loan, Nomad Foods will
not have any significant maturities over the rating horizon.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means 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.

   Entity/Debt              Rating                    Recovery   
   -----------              ------                    --------   
Nomad Foods Lux S.a.r.l.

   senior secured       LT BB+(EXP)Expected Rating      RR2

Nomad Foods US LLC

   senior secured       LT BB+(EXP)Expected Rating      RR2


ORIFLAME INVESTMENT: Fitch Affirms 'B' LongTerm IDR, Outlook Neg.
-----------------------------------------------------------------
Fitch Ratings has affirmed Oriflame Investment Holding Plc's
Long-Term Issuer Default Rating (IDR) at 'B'. The Outlook is
Negative.

The Negative Outlook reflects the risk that deleveraging to levels
consistent with a 'B' rating may be jeopardised by deterioration in
profitability generation over 2022-2024. Fitch assumes margin
pressure from cost inflation with limited price pass-through,
higher marketing costs related to a mild resumption of events and a
continuing challenging environment for the recruitment and
stability of sales representatives. The rating also considers
Oriflame's exposure to foreign-exchange (FX) risks and emerging
markets, which increases the volatility of revenue and profits.

The affirmation is supported by sufficient liquidity to withstand
the currently challenging times, the company's good position in the
direct-selling beauty market, and scope for marketing spending and
cost-saving efforts to help stabilise and recover the number of
representatives and profit levels. This should lead to a resumption
of positive free cash flow (FCF) generation. However, these actions
carry high execution risks, and their failure, combined with a more
aggressive financial policy, for example dividend payments limiting
FCF generation, could lead to a downgrade.

KEY RATING DRIVERS

Rising Costs to Impair Profits: The inflationary environment,
exceptional costs from business reorganisation, the resumption of
conferences and live events, and a remuneration policy to retain
sales members will weigh on profits. Fitch estimates that this will
reduce EBITDA by around EUR80 million in 2022. Fitch expects
progressive operating profit recovery from 2023 (EBITDA margin:
estimated 11.5%), aided by its ability to partially pass on cost
inflation, savings from restructuring, scope for entry into new
markets and potential success in rebuilding its contracted sales
representative base, which fell by 23% in 9M22 following a 15% drop
in 2021.

Challenges in Asia and Russia: Asia is a promising market for
Oriflame (23% of total sales). However, performance in this region
remains under pressure, evidenced by sales falling 24% in local
currency and sales representatives reducing by around 25% in 3Q22.
Its rating case assumes sales will start growing only from 2023,
following the likely relaxation of still stringent pandemic
restrictions. Following the Russian invasion of Ukraine, Oriflame
relocated the production of colour cosmetics for the global markets
to India without making any significant capex investments.

Shareholder-friendly Financial Policy: Fitch considers the
reinstatement of EUR30 million dividend payments as a sign of
aggressive financial policy, although allowed under permissive
credit documentation. Fitch believes that the generous cash
extraction could create additional pressure on already exacerbated
leverage metrics when preserving cash is a priority across
industries. Fitch assumes Oriflame will maintain its partly
shareholder-friendly strategy with about EUR30 million of dividends
per year weighing on the group's deleveraging capacity.

Hedging Strategy Effective: Fitch believes that predictable and
more regular interest streams mitigate volatile cash flow and
reduce the risk of default on interest. In 2021 Oriflame entered
into an interest rate swap on its euro- and US dollar-denominated
debt and Fitch now expects annual savings in the range of EUR9
million-EUR12 million. This translates into robust financial
flexibility, with EBITDA interest coverage firmly above 3.0x in
2022 gradually increasing towards 4.7x by 2025, supported by
sufficient liquidity and no debt repayment due in the medium-
term.

FCF Temporarily Negative: In its view, the operating performance
weakness amid the working capital outflow and non-recurring costs
in relation to saving programmes and will lead to negative FCF in
2022. The unexpected resumption of dividend payments also triggered
a revision of its metrics. Under its updated forecasts, FCF will
not revert to positive before the end of 2023, a year later than
previously expected, driven by a recovery in operating performances
and working capital normalisation.

Fitch believes that Oriflame's credit profile benefits from its
asset-light business model and largely variable cost base, which
will support FCF generation. However, any delay in the expected
recovery and working-capital reversal could lead to negative rating
action.

Leverage Peak, Tight Rating Headroom: Fitch anticipates Oriflame's
funds from operations (FFO) net leverage to rise sharply to around
12.0x in 2022 from 5.1x of 2021 due to profitability deterioration.
Fitch views this leverage as exceptionally high and tight for the
current rating. However, Fitch believes that Oriflame's strong
coverage ratios of above 3x, complemented by the medium-term
maturity in 2026 under the current capital structure, strongly
mitigate the risk of default in the next 18-24 months. Once the
results of the operational turnaround become more visible, by 2025
at the latest, Fitch estimates FFO net leverage will gradually
return below its negative sensitivity of 6x. Consequently, Fitch
does not believe that Oriflame's public leverage target of below
2.5x is achievable during its forecast horizon.

Mitigated Exposure to FX, Emerging Markets: Oriflame operates in
more than 60 countries - predominantly emerging markets - across
Europe, Asia and Latin America. This exposes the company to the
inherent volatility of developing economies and FX risks, as the
cost of its products is linked to hard currencies and its debt is
euro- and US-denominated. Its rating case assumes the weakening of
the euro will have a positive impact in the low single digit in
percentage terms over the rating horizon. Oriflame has hedged the
principal and interest of the US dollar-denominated notes.

Good Product Diversification: Oriflame's credit profile benefits
from diversification across all major beauty product categories,
including skincare (24% of 3Q22 sales), colour cosmetics (14%),
fragrances (23%) and personal and hair care (17%). Wellness
products, which make up 18% of revenue, benefit from growing demand
and higher profitability than other beauty products, as consumers
become increasingly health conscious. Fitch expects limited
price-mix effect from 2022, after the company's strategy to
increase prices of more expensive and profitable products in 2021
had a negative impact on volumes.

DERIVATION SUMMARY

Fitch rates Oriflame according to its Ratings Navigator for
Consumer Companies. Oriflame's closest sector peer is Natura
Cosmeticos S.A. (BB/Positive), which also operates in the
direct-selling beauty market. Natura has stronger business and
financial profiles than Oriflame, reflected in its higher rating.
Similar to Oriflame, it is geographically diversified and has
exposure to emerging markets but benefits from greater diversity
across sales channels and a substantially larger scale in the
sector as the fourth-largest pure-play beauty company globally,
after the acquisition of Avon Products Inc. (Avon; BB/Positive).
Natura's Positive Outlook since 2021 reflects ongoing improvements
in its credit profile as the company captures synergies from the
Avon acquisition, enhances its product portfolio and launches its
digitalisation plan.

Oriflame has a lower rating than THG Holdings plc (B+/Negative),
which operates in the beauty and well-being consumer market. It is
smaller in scale than Oriflame but operates mostly in the UK and
Europe, is web-based and not exposed to FX risks. The recent
revision of its Outlook to Negative from Stable reflected elevated
execution risks as it seeks to improve profit margins and FCF amid
a weakened consumer environment in most markets, high competition,
and elevated costs in 2022-23.

Oriflame's rating is similar to that of Sunshine Luxembourg VII
SARL (Galderma; B/Stable), which has materially higher leverage but
benefits from its larger size and its operational focus on more
stable developed markets.

No Country Ceiling, parent-subsidiary linkage or operating
environment aspects apply to Oriflame's ratings.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

Revenues to fall by 8% in 2022, driven by disrupted Russian and
Ukrainian operations and a decline in members in all geographies
partially offset by a positive price-mix effect and favourable FX
impact, followed by a gradual recovery in sales from 2023 due to
increasing volumes as member numbers slowly recover and further
price increases

EBITDA margin to drop to 9.2% in 2022 due to inflationary pressures
and FX headwinds and to gradually improve to 12.9% by 2025 as a
result of price increases and cost-saving efforts

EUR10 million outflow in working capital in 2022 resulting from
disruptions in Russia and normalisation from 2023 with and inflow
of EUR6 million per year

Capex at EUR10 million per year until 2025

Dividend distribution of EUR31 million a year until 2025

No M&A over the next four years

Recovery Rating Assumptions

The recovery analysis assumes that Oriflame would be considered a
going-concern (GC) in bankruptcy and that the company would be
reorganised rather than liquidated. Fitch has assumed a 10%
administrative claim.

In its bespoke recovery analysis, Fitch estimates GC EBITDA
available to creditors of around EUR100 million, reflecting the
reduction of the Russian business. The GC EBITDA is based on a
stressed scenario reflecting the company's exposure to FX
volatility and emerging markets and an inflationary environment.
The GC EBITDA reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level, upon which Fitch bases the
valuation of the company.

An enterprise value /EBITDA multiple of 4.0x is used to calculate a
post-reorganisation valuation and is around half the 2019
public-to-private transaction multiple of 7.2x.

Oriflame's super senior EUR100 million revolving credit facility
(RCF) is assumed to be fully drawn upon default and ranks senior to
its senior secured notes of EUR719.5 million. The waterfall
analysis generated a ranked recovery for senior secured notes in
the 'RR4' band, indicating a 'B' rating. The waterfall generated
recovery computation output percentage is 36%, based on current
metrics and assumptions.

RATING SENSITIVITIES

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

Local-currency revenue growth, driven by opening of new markets,
improvements in price mix or sales volume in current markets, and
successful engagement of new representatives that sufficiently
offset FX challenges

Maintenance of adequate scale and geographic diversification, with
EBITDA of at least EUR150 million, EBITDA margin above 12% and no
market accounting for more than one-third of profits

FCF margin above 3% on a sustained basis

FFO net leverage below 5.0x or EBITDA net leverage below 3.5x on a
sustained basis

Factors that could, individually or collectively, lead to a
revision of the Outlook to Stable:

Maintenance of a conservative financial policy, including dividend
distributions supporting positive FCF generation

Visibility that FFO net leverage may reduce towards 6.0x or EBITDA
net leverage towards 4.5x by 2024

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

Sustained operating underperformance in key markets, driven by an
inability to protect revenue and profit from adverse changes in FX
or to realise savings from downsized CIS operations

Continued reduction in the number of active representatives not
offset by improvements in productivity

EBITDA margin below 10% on a sustained basis

Neutral to negative FCF margin on a sustained basis

More severe operating underperformance or aggressive financial
policy preventing a decline of to below 6.0x or EBITDA net leverage
to below 4.5x by 2024

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Fitch forecasts that by end-December 2022,
following the payment of the recently announced dividends, Oriflame
will have EUR12 million cash on its balance sheet (after adjusting
for EUR80 million required for operating purposes and EUR15 million
trapped in Nigeria) and EUR75 million availability under its EUR100
million RCF (assuming the company needs to draw EUR25 million to
fund the dividend payment). The company's liquidity position is
supported by its expectation of positive FCF generation with low
mid -single digit margins from 2023, in the absence of further
restructuring charges, and supported by low capex requirements,
given the company's asset-light business model and stabilisation of
working capital.

The company has no near-term maturities with the RCF and senior
secured notes due in 2025 and 2026, respectively, while interest
rates are hedged.

ISSUER PROFILE

Oriflame is a beauty manufacturer and direct selling company with
presence in more than 60 countries.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means 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.

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
Oriflame Investment
Holding Plc           LT IDR B  Affirmed              B

   senior secured     LT     B  Affirmed    RR4       B


WIGGINS RIGHTS: Director Disputes Liquidators' Increased Claim
--------------------------------------------------------------
Ryan Mallon at road.cc reports that Sir Bradley Wiggins is
disputing an increased almost GBP1 million claim made by the
liquidators of one of his companies, Wiggins Rights Limited, and is
currently selling a property to raise funds.

According to road.cc, the purported theft of team kit and motor
vehicles related to another of the 2012 Tour de France winner's
businesses is also currently being investigated by police.

In October 2020, Wiggins Rights Limited -- the company used to
exploit the five-time Olympic gold medallist's name and image
rights -- entered voluntary liquidation, owing over GBP654,000,
road.cc relates.

In an update filed by the liquidators at Companies House last
month, following a review of the company's books and records, the
claim against the business has now been increased to GBP979,953.53,
road.cc discloses.

A spokesperson has told Cycling Weekly that Wiggins disputes the
increased claim, road.cc notes.

The administrators, Georgina Eason and Michael Sanders of
accountancy firm MHA MacIntyre Hudson, are seeking money from
Wiggins for an overdrawn director's loan account, road.cc relays.
As part of the former Team Sky rider's Individual Voluntary
Agreement (IVA) to pay off his debts, an offer has been accepted on
the sale of a property -- described as a "primary asset within the
IVA" -- which is expected to pay back over GBP600,000, according to
road.cc.

In the update, the administrators also identified that the company
holds the legal title to the trademarks, "Bradley Wiggins",
"Wiggins", and "Wiggo", and have instructed solicitors Lewis Silkin
to assist with extending the trademarks beyond their expiry, while
a valuation agent has also been asked for advice regarding the
value of the intellectual property, road.cc relates.

The report shows that the administrators "sought to interview one
of the company's directors" as part of their investigation but were
greeted with "a lack of response", according to road.cc.




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

[*] BOOK REVIEW: Transnational Mergers and Acquisitions
-------------------------------------------------------
Author: Sarkis J. Khoury
Publisher: Beard Books
Softcover: 292 pages
List Price: $34.95
Order your personal copy today at http://is.gd/hl7cni

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers. Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today. With its nearly 100 tables of
data and numerous examples, Khoury provides a wealth of information
for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come. And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S. In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms. Foreign acquisitions of U.S. companies grew from 20 in 1970
to 188 in 1978. The tables had turned an Americans were worried.
Acquisitions in the banking and insurance sectors were increasing
sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions. Khoury answers many of the questions arising from the
situation as it stood in 1980, many of which are applicable today:
What are the motives for transnational acquisitions? How do foreign
firms plans, evaluate, and negotiate mergers in the U.S.? What are
the effects of these acquisitions on competition, money and capital
markets; relative technological position; balance of payments and
economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979. His historical review
includes foreign firms' industry preferences, choice of location in
the U.S., and methods for penetrating the U.S. market. He notes the
importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive. He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term. Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective. Khoury's
research broke new ground and provided input for economic policy at
just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton. He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.



                           *********


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 2022.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *