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

                          E U R O P E

          Friday, September 15, 2023, Vol. 24, No. 186

                           Headlines



A Z E R B A I J A N

ENTREPRENEURSHIP DEVELOPMENT: S&P Affirms 'BB-/B' ICRs


F R A N C E

FNAC DARTY: Fitch Gives BB+ First-Time LongTerm IDR, Outlook Stable


G E R M A N Y

GERMANY: Corporate Insolvencies Up 20.5% in First Half 2023


I R E L A N D

CVC CORDATUS V: Moody's Affirms B3 Rating on EUR13MM Cl. F-R Notes
METRON STORES: Iceland Foods Awarded Examinership Costs


L U X E M B O U R G

ARMORICA LUX: S&P Affirms 'B-' Debt Rating, Outlook Now Stable


R O M A N I A

DIGI COMMUNICATIONS: Moody's Withdraws 'B1' Corp. Family Rating


S P A I N

GREEN BIDCO: Fitch Gives 'B' Final LongTerm IDR, Outlook Positive
IM BCC CAJAMAR PYME 4: S&P Affirms 'CCC- (sf)' Rating on B Notes


S W I T Z E R L A N D

ALTAMIRA THERAPEUTICS: Raises Going Concern Doubt, Cites Losses


U N I T E D   K I N G D O M

CANARY WHARF: Fitch Lowers LongTerm IDR to 'BB', Outlook Negative
DELTA TOPCO: S&P Ups Long-Term ICR to 'BB+', Outlook Stable
ILKE HOMES: Subsidiary Put Into Compulsory Liquidation
LERNEN BIDCO: Fitch Cuts Term Loan Facilities Rating to 'B-'
POLARIS 2023-2: S&P Assigns Prelim BB- (sf) Rating to Cl. F Notes

TATA STEEL: To Announce Subsidy to Secure Port Talbot's Future
WESTRIDGE CONSTRUCTION: Set to Go Into Administration
WOODFORD EQUITY: Investors Set to Get First Payout in Q1 2024


X X X X X X X X

[*] BOOK REVIEW: THE ITT WARS

                           - - - - -


===================
A Z E R B A I J A N
===================

ENTREPRENEURSHIP DEVELOPMENT: S&P Affirms 'BB-/B' ICRs
------------------------------------------------------
On Sept. 13, 2023, S&P Global Ratings affirmed its BB-/B long- and
short-term issuer credit ratings on Entrepreneurship Development
Fund of the Republic of Azerbaijan (EDF). The outlook is stable.

Capital injections from the government support EDF's operations.
The state injected Azerbaijani new manat (AZN) 120 million of Tier
1 capital in 2022 and approved another AZN50 million capital
injection in second-half 2023. S&P said, "We believe that these
capital injections demonstrate ongoing government support for EDF's
operations rather than evidence of an increased likelihood of
extraordinary support. Our risk-adjusted capital (RAC) ratio was
62% at year-end 2022, well in excess of the 15% threshold for a
very strong assessment, and we forecast that it will remain over
40% in 2023-2024 following the planned merger with Azerbaijan
Investment Co. (AIC)."

EDF has a high level of fully provisioned legacy loans The fund has
a sizable fully provisioned legacy nonperforming loan (NPL)
portfolio to banks and credit unions, which defaulted in 2016-2020.
Stage 3 loans were AZN218.6 million ($129 million) at year-end
2022. In first-half 2023, it recovered about AZN5 million of NPLs.
At the same time, loans disbursed by EDF over the past four years
have demonstrated good credit quality, with very small NPLs
stemming from nonbank financial institutions.

S&P said, "We consider EDF a government-related entity and believe
there is a moderately high likelihood that the fund will receive
timely and sufficient support from Azerbaijan's government in case
of need. Therefore, we add one notch of government support to EDF's
standalone credit profile (SACP). We think that EDF has a strong
link with the government of Azerbaijan. EDF was re-established as a
public legal entity in 2018 by presidential decree. The state owns
100% of EDF through the Ministry of Economy. EDF's board of
directors includes mid-level officials from several government
institutions and the government closely oversees its activities.
The fund also carries out an important public policy role in the
sustainable development of entrepreneurship outside of the capital
city of Baku, especially for farmers and entrepreneurs, by
providing loans at lower rates than commercial banks and conducting
awareness-raising activities. EDF aims to facilitate the
reconstruction of Karabakh and surrounding territories via funding
mechanisms such as loans, guarantees, and subsidies.

"The stable outlook reflects our view that EDF's capitalization
will remain very strong and its asset quality will gradually
improve over the next 12 months, while our assessment of its role
for and link with the government will be unchanged.

"We do not envision a positive rating action over the next 12
months. Over the longer term, we could upgrade the fund if we
revise up the SACP and our assessment of the likelihood of
extraordinary government support. The latter could be due to a
clearer and broader mandate for EDF following the merger with
AIC."

S&P could lower the ratings if:

-- EDF's creditworthiness weakens following the merger with AIC;

-- Although not in S&P's base case, if it sees signs of weakening
government support to the fund over the next 12 months or if the
sovereign's creditworthiness deteriorates.




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

FNAC DARTY: Fitch Gives BB+ First-Time LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned France-based retailer FNAC Darty SA a
first-time Long-Term Issuer Default Rating (IDR) of 'BB+'. The
Outlook is Stable. In addition, Fitch has assigned the company's
prospective senior unsecured EUR300 million bond a
'BB+'(EXP)'/'RR4' long-term rating.

The IDR reflects the company's leading market position in its core
French market, with a diversified product and format offering,
omnichannel capabilities and a large, well-recognised store network
nationwide, creating effective barriers to entry. Fitch's
expectation of good free cash flow (FCF) generation, starting from
2023 as working capital normalises, supports the rating in terms of
financial profile, together with prospects for de-leveraging from
2024.

The group's prudent financial policy, flexibility around management
of operating leases and low execution risk through its franchising
model also support the rating. This is balanced by geographical
concentration, modest scale, a low profit margin compared with many
other omnichannel non-food retailers and weak interest cover for
the rating.

The Stable Outlook is supported by Fitch's view of gradual top-line
recovery in consumer electronics and household appliances demand
from 2H23 in France, once consumer confidence gradually adjusts to
the current inflationary environment, together with tight cost
control, which Fitch expects will protect margins.

KEY RATING DRIVERS

Geographic Concentration; Strong Position: The group has an
international presence in Europe with operations in Iberia,
Switzerland, Belgium and France. However, the company still has a
strong concentration in the French market, which Fitch estimates
contributes approximately 80% of revenue and EBITDA. This aspect is
well offset by FNAC Darty's strong position as the leading
omnichannel retailer in consumer electronics, household appliances
and editorial products in the country, as well as its business
model characteristics, which lead to effective barriers to entry.

Effective Barriers to Entry: FNAC Darty has a large market presence
in France, benefiting from a widely present multi-format store
network of 828 stores nationwide, and is difficult to replicate.
The company's strong product offering is complemented by a
well-established online platform and a range of repair & care
service bundles available under a membership subscription at a
monthly fee. This enhances the stickiness of its customer base and
cross-selling potential. FNAC Darty has been able to maintain its
market share in its core markets despite the disruptive market
entry of pure online player Amazon.

Capital-light Expansion: The group operates over 40% of its network
under an asset-light franchising model which provides a footprint
in smaller cities in its core market, and reduces implementation
risk in its expansion, both domestically and into international
markets.

Resilient Business Model: Despite the business disruption leading
to closure of stores during lockdowns in 2020 and 2021, the group's
resilient performance has proven its omnichannel capabilities
thanks to its ability to serve customer demand from its digital
platform with limited pressure on profitability. Exposure to the
less cyclical editorial segment for broadly one-fifth of revenue
provides some stability against more cyclical discretionary demand
in certain product categories in consumer electronics and household
appliances.

Fitch expects volume declines suffered by appliances and
electronics in 2023 to gradually recover from 2H23 as consumer
confidence adjusts to the current inflationary environment.

Good Profitability Despite Inflation: FNAC Darty is focused on the
less commoditised premium retailing segment, which Fitch believes
allows it to protect gross margins from inflation pressures by
moderate price increases. Overall, due to price pass-through the
company was able to protect its gross margin and limit
like-for-like revenue contraction to -2.3% in 1H23. However, Fitch
expects the gross margin to be slightly reduced in the current
inflationary environment as a drop in household disposable income
could potentially constrain demand.

The agency expects a moderate decline in Fitch-calculated EBITDAR
margins to approximately 6.9% in 2023 from 7.2% in 2022. This
reflects inflationary pressure on operating expenses (mostly wages
and energy costs) that the company cannot fully offset with
cost-efficiency measures.

FCF Generation Driving Deleverage: Fitch expects trading recovery
to translate into FCF to sales margins of 1%-1.5% from 2024. Fitch
projects this will gradually bring lease-adjusted EBITDAR net
leverage down to 3.5x by 2024 (2022:3.8x) and approximately 3x by
2025, in line with the net leverage metrics for a 'BB' category,
according to Fitch's Non-Food Retail Navigator.

Good Financial Flexibility: FNAC Darty's liquidity profile is good.
Fitch views FNAC's property portfolio and lease structure as a
competitive advantage versus other sector peers. Fitch recognises
the financial flexibility that FNAC Darty's operating leases
provide to the group, with contract provisions that allow it to
shorten renewal terms from the nine years average under the
original contract to a four- to five-year average. However,
contracts do not usually include exit clauses linked to store-based
profitability metrics. Furthermore, the company's EBITDAR fixed
charge cover ratio at 2.x remains weak for the assigned rating.

DERIVATION SUMMARY

FNAC Darty's rating reflects its leading market position,
omnichannel capabilities and product offering and good cash flow
generation prospects, constrained by its low operating
profitability and currently weak leverage and coverage metrics.
FNAC Darty's exposure to the relatively volatile product categories
of consumer electronics and household appliances markets is
somewhat mitigated by editorial products and other services.

Compared with Ceconomy AG (BB/Stable), and El Corte Ingles S.A.
(ECI, WD in August 2022 at BB+/Stable) FNAC Darty has smaller
scale. ECI has high geographic concentration like FNAC Darty and
exposure to premium segments, but it has larger product
diversification through its department store model, complemented by
its food retail formats, as well as larger exposure to services
including its travel agency business.

FNAC Darty has superior profitability than Ceconomy, driven by its
stronger focus on premium segments and a demonstrated ability to
pass through price increases protecting margins, which remain lower
than ECI due to lower volumes and product mix. However, FNAC
Darty's profitability remains weaker than other non-food retail
peers like Pepco Group N.V. (BB/Stable), Kingfisher plc
(BBB/Stable) and Mobilux 2 SAS (B/Positive).

Additionally, similar to Ceconomy and other non-food retail peers,
FNAC Darty has a conservative financial policy and a well-managed
leased property portfolio.

KEY ASSUMPTIONS

- Revenue growth of -0.4% in 2023, followed by normalisation at
around 1.4% - 1.8% per year over 2024 - 2026

- EBITDA margin dropping to around 4% in 2023 and recovering
towards 5% over the rating horizon

- Lease expenses around EUR230 million per year

- Stable capex at around 1.5% of total sales

- Working capital inflow in 2023 followed by neutral working
capital movements from 2024-2026

- Dividends of around 30% of the prior year's net income over the
rating horizon, in line with managements' guidance

- Refinancing of the 2024 bonds with the new notes around EUR300
million

- No M&A or share buybacks

RATING SENSITIVITIES

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

- Significantly improving scale and geographical diversification
without materially hampering profitability, with EBITDAR margin
(Fitch-defined) sustained above 9% and funds from operations (FFO)
margin above 6.0%

- EBITDAR net leverage below 2.5x on a sustained basis, supported
by consistent financial policy

- EBITDAR fixed charge cover above 3x

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

- Decline in profitability and like-for-like sales, due to
increased competition or weaker product mix, with EBITDAR (Fitch
defined) and FFO margins remaining below 5% and 2%, respectively

- EBITDAR fixed charge cover below 1.6x

- EBITDAR net leverage remaining above 3.5x on a sustained basis

- Neutral to negative FCF generation eroding liquidity

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: The group's readily available unrestricted
cash balance at end-December 2022 was EUR619 million, after Fitch
restricts EUR312.5 million of cash in connection to seasonal
working capital swings, which record a peak to trough difference of
around EUR500 million. Fitch calculates the EUR312.5 million value
as the difference between the year-end cash balance and the
weighted average net working capital during the year.

In addition, the company has access to an undrawn revolving credit
facility of EUR500 million, and a EUR400 million short-term
commercial paper programme, of which EUR163 million was used at the
end of June 2023.

The group also has access to a currently undrawn delayed drawn term
loan of EUR100 million (the current transaction includes downsizing
this from EUR300 million to EUR100 million). Additionally, EUR300
million notes mature in 2024 and EUR350 million notes mature in
2026. Fitch expects the 2024 notes to be refinanced by the new
notes.

ISSUER PROFILE

FNAC Darty is the leading omnichannel retailer in consumer
electronics, domestic appliances, editorial products in France, and
relevant market positions in Benelux, Iberia and Switzerland.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' 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. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt             Rating                   Recovery   
   -----------             ------                   --------   
FNAC Darty SA        LT IDR BB+     New Rating

   senior
   unsecured         LT     BB+(EXP)Expected Rating    RR4



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

GERMANY: Corporate Insolvencies Up 20.5% in First Half 2023
-----------------------------------------------------------
The Local reports that more than 8,000 businesses in Germany have
gone bust this year, according to recent data released by the
Federal Statistical Office.

According to The Local, in August of this year, the number of
regular insolvency proceedings filed increased by 13.8% compared to
the same month the previous year.

This follows a 23.8% increase reported in July 2023, The Local
notes.

The Wiesbaden-based agency said it was important to note that
proceedings are included in official statistics only after the
initial decision by the insolvency court, which often comes three
months after the insolvency application date, The Local relates.

Finalised figures for the first half of 2023 also revealed a
notable increase in corporate insolvencies, The Local states.
Local courts across Germany reported a total in this period of
8,571 insolvencies, representing a 20.5% increase compared to the
previous year, The Local relays.  Creditors' claims were estimated
at around EUR13.9 billion, a significant increase from the
approximately EUR8.2 billion reported during the first half of
2022, according to The Local.

This upward trend in corporate bankruptcies marks a shift from
previous years when government assistance and temporarily suspended
insolvency filing requirements mitigated bankruptcies during
economic crises, such as the Covid-19 and energy crises, The Local
notes.

Experts had anticipated an increase in corporate insolvencies as
these protective measures were phased out, reflecting current
economic conditions, The Local says.




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

CVC CORDATUS V: Moody's Affirms B3 Rating on EUR13MM Cl. F-R Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by CVC Cordatus Loan Fund V Designated Activity
Company:

EUR32,000,000 Class B-1-R Senior Secured Floating Rate Notes due
2030, Upgraded to Aaa (sf); previously on Aug 9, 2021 Upgraded to
Aa1 (sf)

EUR30,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Upgraded to Aaa (sf); previously on Aug 9, 2021 Upgraded to Aa1
(sf)

EUR30,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A1 (sf); previously on Aug 9, 2021
Affirmed A2 (sf)

EUR23,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Baa1 (sf); previously on Aug 9, 2021
Affirmed Baa2 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR263,000,000 (Current outstanding amount EUR235,203,127) Class A
Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Aug 9, 2021 Affirmed Aaa (sf)

EUR28,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Aug 9, 2021
Affirmed Ba2 (sf)

EUR13,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B3 (sf); previously on Aug 9, 2021
Affirmed B3 (sf)

CVC Cordatus Loan Fund V Designated Activity Company, issued in May
2015 and refinanced in July 2017 and in October 2019, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by CVC Credit Partners European CLO Management LLP. The
transaction's reinvestment period ended in July 2021.

RATINGS RATIONALE

The rating upgrades on the Class B-1-R, Class B-2, Class C-R and
Class D-R notes are primarily a result of the deleveraging of the
Class A notes following amortisation of the underlying portfolio
since the last review in December 2022.

The affirmations on the ratings on the Class A, Class E-R and Class
F-R Notes are primarily a result of the expected losses on the
notes remaining consistent with their current ratings after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralization (OC) levels.

The Class A notes have paid down by approximately EUR12.6 million
(4.8%) since the last review in December 2022 and EUR27.8 million
(10.6%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased. According to the trustee
report dated July 2023 [1] the Class A/B, Class C, Class D and
Class E OC ratios are reported at 139.13%, 126.69%, 118.57% and
109.94% compared to October 2022 [2] levels of 138.69%, 126.53%,
118.56% and 110.11%, respectively. Moody's notes that the July 2023
principal payments are not reflected in the reported OC ratios.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile than it
had assumed at the last review in December 2022.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR415.4m

Defaulted Securities: EUR4.7m

Diversity Score: 48

Weighted Average Rating Factor (WARF): 2866

Weighted Average Life (WAL): 3.44 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.75%

Weighted Average Coupon (WAC): 4.10%

Weighted Average Recovery Rate (WARR): 43.99%

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such account bank and swap provider, using
the methodology "Moody's Approach to Assessing Counterparty Risks
in Structured Finance" published in June 2022. Moody's concluded
the ratings of the notes are not constrained by these risks.

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

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

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels.  Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty.  Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.

METRON STORES: Iceland Foods Awarded Examinership Costs
-------------------------------------------------------
Christina Finn at The Journal reports that a court has granted an
order that Iceland Foods Ltd (Iceland UK) be awarded costs by
Metron Stores Ltd, the parent company for the Irish stores, for
costs incurred due to the examinership application brought.

Discount retailer Iceland closed its final stores in Ireland on
Sept. 7 after Metron Stores Ltd entered into liquidation, The
Journal relates.

Iceland stores in Blanchardstown, Portlaoise, Fingal, Limerick and
Shannon closed unexpectedly, with staff reportedly being given as
little as 15 minutes notice, The Journal discloses.

The future of the company's Irish stores had been rooted in
uncertainty in recent months, with an examiner appointed in June to
rescue the Ireland franchise's stores from going under, The Journal
recounts.

During hearings with the examiner, the High Court was told that the
company was insolvent and unable to pay debts of about EUR36
million, The Journal relays.

It also heard that approximately 150 staff are seeking payment of
wages, holiday pay and redundancy pay, The Journal notes.

The closures mark the end of attempts to save the company.  There
had been discussions with an unrevealed investor, believed to be
Tesco Ireland, but they broke down this week, The Journal relates.


According to The Journal, on Sept. 7, Mr Justice Quinn was informed
that the proposed investor had pulled out of the process, with the
result that there was no reality of a scheme being put together
that would save the business.

Lawyers for the examiner said that their clients had no choice
other than ask the judge to bring the company's period of
protection from its creditors to an end and place Metron into
liquidation, The Journal notes.

In court on Sept. 8, Shelley Horan BL for Iceland Foods Ltd
(Iceland UK) said her clients were seeking costs against the Metron
Stores Ltd on the basis that by instituting an application on Sept.
1, it created a situation whereby her client had to incur costs in
defending that application, The Journal recounts.

According to The Journal, at a hearing of the examiner on Aug. 21,
Metron Stores alleged in court that Iceland UK "swept away" assets
-- including sums of money from bank accounts -- ahead of the
transfer of ownership.

The Journal understands that Metron had intended to appear in court
on Sept. 8 after filing a request on Sept. 1 for a hearing "to
consider evidence in relation to the substantial disappearance of
company property in February 2023″.

Ms. Horan told Justice Quinn on Sept. 8 that Iceland UK's affidavit
before the court fully rebuts any such allegations made by Metron
Stores Ltd., The Journal relates.

She said a huge amount of work had been done to compile 2,000
invoices that "corroborate the payments" after Metron's affidavit
-- which was in excess of 50 paragraphs and had 20 exhibits -- was
delivered to its offices this week, The Journal notes.

"Essentially all those payments were in respect of trade creditors
of the company," she said.

"There was an agreement with Mr. Maniar [Naeem Maniar, the
controlling shareholder of Metron Stores Ltd] as part of the share
purchase that Iceland UK would discharge those debts before the
completion date of the share purchase and Mr Maniar was fully aware
of that and the movement of funds," she told the court on Sept. 8.




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

ARMORICA LUX: S&P Affirms 'B-' Debt Rating, Outlook Now Stable
--------------------------------------------------------------
S&P Global Ratings revised its outlook on idverde's parent company
Armorica Lux to stable from negative, while affirming its 'B-'
ratings on the company and its senior secured debt; the recovery
rating remains '3', indicating its expectation of meaningful
(rounded estimate: 55%) recovery in the event of a payment
default.

The stable outlook indicates that S&P expects idverde's credit
metrics and cash flow will gradually improve, underpinned by margin
recovery and solid revenue growth.

Healthy demand across idverde's end markets and efforts to restore
profitability of the underperforming U.K. business will support
operating performance. Idverde's services benefit from solid
demand, supporting revenue growth. Maintenance services are
non-discretionary, since public green spaces have to be maintained,
irrespective of economic conditions. Mounting concerns regarding
climate change, sustainability, and urbanization trends also
support demand for discretionary landscape creation services. This
resulted in 17% revenue growth in the first half of 2023, of which
12% was organic and 5% from the consolidation of the previous
year's acquisitions. Furthermore, restructuring measures and
turnaround plan in the U.K., including scaling back the
underperforming housebuilder activity, have started delivering
results, with most of the associated restructuring costs already
incurred in 2022. Management's focus on operating efficiency at the
group level should also support the EBITDA margin, which S&P
expects will increase to about 7.0% in 2023 from 3.2% in 2022.

S&P said, "We expect gradual leverage reduction and believe the
group will generate modest positive adjusted FOCF in 2023, a
turnaround from the past few years. Solid revenue growth, combined
with improved profitability, will support strengthening of the
group's credit metrics, including S&P Global Ratings-adjusted debt
to EBITDA decreasing to about 8.5x in 2023 and to 7.0x-7.5x in
2024, from higher than 17x in 2021 and 2022. In addition, we
forecast that adjusted FOCF will turn positive in 2023, underpinned
by increased EBITDA generation, reduced exceptional costs, and
strict control of capital expenditure (capex) and working capital.
On the other hand, increased interest charges on the back of rising
interest rates, despite the group's hedging agreements, will
constrain cash flow improvement and maintain pressure on the funds
from operations (FFO) cash interest coverage ratio, which we expect
to remain below 2.0x in 2023.

"Despite improved operating performance, the group's liquidity
remains less than adequate, in our view. The group's EUR50 million
syndicated revolving credit facility (RCF) was fully drawn at the
end of 2022, and its cash balance deteriorated alongside
underperformance in the U.K. housebuilders and creation segments.
idverde's main shareholder, Core Equity Holding, provided support,
in the form of a EUR25 million cash injection, to fund the costs
associated with the restructuring plan. It also provided a EUR15
million subordinated RCF and another EUR35 million subordinated
liquidity facility that the group can use for general corporate
purposes. As of June 30, 2023, a total of EUR30 million was drawn
under these combined facilities. Without shareholder support, the
group's liquidity position would still be tight in the coming 12
months, with the ratio of sources to uses just over 1.0x. In our
view, the group's liquidity remains less than adequate because FOCF
remains weak and we believe the group would not be able to absorb
high-impact, low-probability events without shareholder support.

"We expect idverde will seek opportunities for mergers and
acquisitions (M&A) in the future, which may limit future
deleveraging. The group has significantly slowed down new M&A
activity since the beginning of 2023, with only one small
acquisition closed in France; and is focusing on resolving
operating performance issues. As profitability gradually recovers
and cash flow generation improves, we expect the group will resume
looking for external growth opportunities, aiming at strengthening
its market shares locally and adding complementary services to its
product range.

"The stable outlook indicates that we expect idverde's credit
metrics and cash flow will gradually improve, underpinned by margin
recovery and solid revenue growth. We forecast leverage decreasing
to about 8.5x in 2023 and to 6.5x-7.5x in 2024, with adjusted FOCF
turning moderately positive, at EUR5 million-EUR10 million in 2023
and EUR10 million-EUR20 million in 2024.

Downside scenario

S&P said, "We could downgrade the company if operational
performance deteriorates due to new operational setbacks or a
slower-than-expected recovery at underperforming divisions. This
could add additional strain to credit metrics and result in
persistent negative FOCF and tightening liquidity. In addition, we
could consider a downgrade if leverage stays higher than 10x, and
FFO cash interest coverage remains significantly below 1.5x."

Upside scenario

S&P could consider an upgrade if profitability materially and
consistently improves, resulting in S&P Global Ratings-adjusted
debt to EBITDA below 7.0x on a sustained basis, FFO interest
coverage reverting to more than 2x, and substantially improved FOCF
that supports comfortable liquidity.

Environmental, Social, And Governance

S&P said, "Governance factors are a negative consideration in our
credit rating analysis of idverde. Our assessment of the company's
financial risk profile as highly leveraged reflects corporate
decision-making that prioritizes the interests of the controlling
owners, in line with our view of most rated entities owned by
private-equity sponsors. Our assessment also reflects sponsors'
generally finite holding periods and their focus on maximizing
shareholder returns. We note that a cyber attack and operational
underperformance, particularly in the U.K., hampered the group's
financial results in 2021-2022, with the S&P Global
Ratings-adjusted EBITDA margin falling to 3.7% in 2021 and 3.2% in
2022, from 6.9% in 2020. The governance risk associated with a lack
of control of strategy execution also informs our assessment of
governance factors as negative.

"The issue rating on the EUR335 million senior secured TLB is 'B-',
in line with the long-term issuer credit rating. The recovery
rating of '3' is unchanged and indicates our expectations of
meaningful recovery prospects (50%-70%; rounded estimate: 55%) in
the event of a payment default."

Recovery prospects for the senior secured debt are constrained by
the large amount of senior secured claims, the asset-light nature
of the business, and the existence of prior-ranking debt claims
such as the sizable factoring facility.

The facilities' agreement includes only one senior secured net
leverage covenant, which applies to the EUR50 million RCF. It is
tested only if RCF drawings exceed 40%, in which case the senior
secured net leverage ratio must not exceed 7.40x. Under the
documentation, the issuer can raise incremental senior secured
facilities, subject to a maximum senior secured net leverage ratio
of 3.75x. It can also incur other debt that is not senior secured,
subject to a maximum total net leverage ratio of 4.75x.

In S&P's hypothetical default scenario, it assumes that adverse
economic conditions and increased cost inflation, resulting in
weaker earnings and cash flows, would result in an interest payment
default.

S&P views the group as a going concern, given its leading positions
in the French and U.K. outsourced landscaping services market,
recurring revenue base, and well-diversified customer base.

Simulated default assumptions

-- Year of default: 2025

-- Jurisdiction: France

-- Emergence EBITDA: EUR54 million

    --Minimum capex at 2% of sales

    --Cyclicality adjustment of 5%, which is standard for the
business services sector

    --Operational adjustment of 0%

-- Multiple: 5.5x

-- Gross enterprise value at emergence: EUR296 million

-- Net enterprise value after administrative expenses (5%) and
priority claims (factoring and local debt facilities): EUR227
million

-- Senior secured debt claims: EUR392 million*

-- Recovery expectation: 50%-70% (rounded estimate: 55%)

*All debt amounts include six months of prepetition interest and
S&P assumes the RCF is 85% drawn.




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

DIGI COMMUNICATIONS: Moody's Withdraws 'B1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn the B1 corporate family
rating and the B1-PD probability of default rating of Digi
Communications N.V. (Digi or the company), the parent company for
RCS & RDS S.A. (RCS&RDS). Concurrently, Moody's has withdrawn the
B1 rating on the EUR850 million backed senior secured fixed rate
notes (split into two tranches, EUR450 million due 2025 and EUR400
million due 2028) issued by RCS&RDS. The outlook for both entities
prior to the withdrawal was stable.

RATINGS RATIONALE

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

COMPANY PROFILE

Digi Communications N.V. is the parent company of RCS & RDS S.A., a
leading pay-TV and communications services provider in Romania. The
company is listed on the Bucharest Stock Exchange. In 2022, the
company reported revenue of around EUR1.5 billion and adjusted
EBITDA of EUR505 million. Digi is ultimately controlled by Romanian
entrepreneur Zoltan Teszari, president of the board and founder of
the company.



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

GREEN BIDCO: Fitch Gives 'B' Final LongTerm IDR, Outlook Positive
-----------------------------------------------------------------
Fitch Ratings has assigned Green Bidco, S.A.U. (Amara) a final
Long-Term Issuer Default Rating (IDR) of 'B'. The Outlook is
Positive. Fitch has also assigned Amara's notes a final senior
secured rating of 'B+' with a Recovery Rating of 'RR3'.

The IDR is constrained by Amara's small scale and its intermediary
position in the value chain, fairly concentrated customer and
supplier diversification, and historically negative free cash flow
(FCF) generation. Rating strengths are its leading market position
in the distribution market for energy-transition products,
primarily in Spain, its long-term partnership with customers, and a
favourable market environment.

The Positive Outlook reflects expected good operating performance
with improving EBITDA margins, FCF generation and leverage metrics,
plus good liquidity following its acquisition by Cinven.

KEY RATING DRIVERS

Solid End-Market: Amara operates as an intermediary in the value
chain for energy-transition products. About 69% of its revenue is
attributed to the renewables end-market (primarily solar energy)
and 27% to electrification. It benefits from rising demand for
green energy, which supported its sharp revenue growth in 2022.
Fitch forecasts a further double-digit revenue increase in 2023 and
sustainable revenue generation above EUR800 million over 2023-2026,
underpinned by strong underlying demand for its distributed
products.

Sustainable Business Profile: While Amara's business profile is
characterised by a well-diversified product mix, it is constrained
by a much smaller scale than that of other B2B distributors rated
by Fitch. This is mitigated by its leading market position in the
energy-related products distribution, primarily in Spain, and its
well-established logistic network. Moreover, Amara's end-market is
non-cyclical in comparison with other Fitch-rated distributors
serving cyclical building product end-markets.

Limited Diversification: Due to the nature of the group's
end-market, its customer base is quite concentrated in comparison
with that of peers operating in the building products industry. Top
five customers contribute about 20% of Amara's revenue.
Geographical diversification is moderate, due to its focus mainly
on Spain where about 56% of revenue is generated. However, the
group is also expanding its business scale while about 17% of
revenue comes from Brazil, 13% Italy and 8% Portugal.

Narrow Supplier Base: Amara's supplier base is narrow with the top
five suppliers representing about 62% of Amara's purchase volume.
This is however mitigated by the group's strategy aimed at
achieving better terms and securing the availability of critical
products. Limited diversification is mitigated by long-term repeat
customers and supplier relationships, and exposure to non-cyclical
end-markets with expected strong underlying demand.

Improving Profitability: Amara's EBITDA margins of 4.4%-6.6% in
2021-2022 were broadly in line with peers'. Fitch forecasts gradual
margin improvement due to a shift in its product mix towards more
value-added items, price revisions, ability to pass on cost
inflation and certain purchase optimisation. Fitch expects the
EBITDA margin to improve to around 7.2% in 2023 and further to
about 9% in 2026.

FCF Turning Positive: Historically Amara has generated negative FCF
mainly due to large working-capital (WC) outflows driven by
accelerated scale growth. Fitch expects WC fluctuations to
normalise from 2023. This, together with an expected rise in EBITDA
margins and the low capital-intensive nature of the business,
should result in neutral to positive FCF generation from 2023.
Fitch forecasts FCF margins at above 1% from 2024 on a sustained
basis.

Moderate Leverage: Fitch expects Amara's leverage metrics to be
moderate following the completed acquisition of a 63% stake in the
group by Cinven and the issue of EUR270 million notes. Fitch
forecasts EBITDA gross leverage at around 4.8x in 2023 and about
4.1x in 2024. Expected improvement of profitability will be the key
driver of its deleveraging, which if not achieved could weigh on
leverage metrics and result in a negative rating action.

DERIVATION SUMMARY

The business profile of Amara is comparable with that of other B2B
distributors rated by Fitch such as Quimper AB (B/Positive) and
Winterfell Financing S.a.r.l. (B/Positive). Amara is much smaller
in scale versus both peers', but its end-market exposure is less
cyclical as Amara operates in the value chain for the
energy-transition market rather than in the cyclical building
material and product market. Similar to Quimper the group's
geographical diversification is concentrated, given its focus on
Spain. Due to the nature of the business, Amara's customer and
supplier diversification is more concentrated than peers'.

Amara's expected EBITDA margins of 7%-8% for 2023-2024 are stronger
than that of Winterfell, but weaker than Quimper's. Historically
Amara's FCF generation has been negative, but Fitch forecasts a
turnaround from 2024 with FCF margins above 1%, which will be
comparable to Winterfell's and Quimper's.

The leverage metric of Amara following its leveraged buyout by
Cinven is moderate and comparable to Quimper's. Fitch forecasts
EBITDA gross leverage at 4.8x at end-2023, which is stronger than
Winterfell's 6.0x (31 July 2020).

KEY ASSUMPTIONS

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

- Revenue to rise 22% in 2023 and by mid-single digits in 2024,
followed by low single digits in 2025-2026

- EBITDA margin of 7.2% in 2023, on average at 8.4% in 2024-2026
and improving to 9% by 2026

- Interest rate based on Fitch's June 2023 GEO forecast and an
additional 50bp

- No material WC fluctuations for 2023-2026

- Capex at about 0.2%-0.5% of revenue during 2023-2026

- No dividend payments

- Issuance of notes of EUR270 million in 2023 with maturity due
2028; refinancing of previous bank debt

- No M&A to 2026

Key Recovery Rating Assumptions:

- Its recovery analysis assumes that Amara would be deemed a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated

- Its GC value available for creditor claims is estimated at about
EUR209 million, based on an assumed GC EBITDA of EUR55 million

- GC EBITDA assumes a loss of a major customer and a failure to
broadly pass on cost inflation to customers. The assumption also
reflects corrective measures taken in reorganisation to offset the
adverse conditions that trigger its default

- A 10% administrative claim

- An enterprise value (EV) multiple of 5.0x EBITDA is applied to GC
EBITDA to calculate a post-reorganisation EV. The multiple is based
on the group's leading market position in Spain and other markets
with solid non-cyclical end-markets, an established logistics
network, moderate geographical diversification and its long-term
relationship with customers. At the same time, the EV multiple
reflects the group's small scale in comparison with peers',
concentrated customer and supplier diversification, and
historically weak FCF generation

- Fitch deducts about EUR39 million from the EV to account for the
group's highest usage of a factoring facility over the past 12
months, in line with Fitch's criteria

- Fitch estimates the total amount of senior debt claims at EUR320
million, which includes a EUR50 million super senior secured
revolving credit facility (RCF) and EUR270 million senior secured
notes

- The allocation of value in the liability waterfall results in
recoveries corresponding to 'RR3'/'B+'/'59%' for the senior secured
notes

- An upgrade to the debt rating will be constrained by Fitch's
Country-Specific Treatment of Recovery Ratings Criteria. The group
primarily operates in Spain with a country cap of 'RR2', but it
also has a material volume of operations in Brazil (country cap of
'RR4') and Italy ('RR3'). As a result, Fitch applies a cap of 'RR3'
for the debt instrument rating

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

- EBITDA gross leverage below 4.0 on a sustained basis

- Strong increase in scale and revenue combined with geographical
diversification improvement, revenue growth towards EUR1 billion
and a consistent EBITDA margin above 8%

- FCF margin above 2% on sustained basis

- EBITDA interest coverage above 3.0x on a sustained basis

Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:

- EBITDA gross leverage above 5.5x on a sustained basis

- Negative FCF margin on a sustained basis

- EBITDA interest coverage below 2.0x on a sustained basis

- Inability to improve EBITDA margin above 7%

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Amara's liquidity position has improved
following its issue of EUR270 million senior secured notes and the
refinancing of all existing debt. Amara currently has no scheduled
debt repayment until its bullet payment due on 2028. Fitch's
expectation of sustainable positive FCF generation from 2024 should
support the group's liquidity over the long term. Moreover, a new
RCF of EUR50 million provides the group with adequate committed
liquidity.

Following Amara's leveraged buyout by Cinven, its capital structure
is mainly represented by the EUR270 million senior secured notes
with a maturity in 2028. Fitch views its refinancing risk as
limited due to the long-dated maturity and expected stable
performance of the group through the cycle.

ISSUER PROFILE

Amara, headquartered in Madrid, is a B2B distributor of products
and services used in the energy transition market. The group
derives revenue primarily in Spain (57% in 2022). The rest of
revenue is exposed to Brazil (17%), Italy (15%), Portugal (7%),
Mexico (4%) and USA (1%). In 2022 the group materially increased
its scale and revenue reached EUR732 million while EBITDA was EUR48
million.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' 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. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt            Rating          Recovery    Prior
   -----------            ------          --------    -----
Green Bidco,
S.A.U.              LT IDR B  New Rating             B(EXP)

   senior secured   LT     B+ New Rating     RR3    B+(EXP)

IM BCC CAJAMAR PYME 4: S&P Affirms 'CCC- (sf)' Rating on B Notes
----------------------------------------------------------------
S&P Global Ratings raised to 'AA (sf)' from 'A+ (sf)' its credit
rating on IM BCC Cajamar PYME 4, Fondo de Titulizacion's class A
notes. At the same time, S&P affirmed its 'CCC- (sf)' rating on the
class B notes.

The transaction securitizes a pool of performing secured and
unsecured loans granted to Spanish small and midsize enterprises
(SMEs) according to the European Commission's definition.

The portfolio is well diversified with more than 15,000 loans
granted to Spanish SME borrowers, concentrated in the Almeria
province. The transaction is structured with a combined waterfall
for both principal and interest payments.

The transaction includes a nonamortizing cash reserve, funded on
the closing date, which provides liquidity support to the notes
throughout the transaction's life. This reserve will eventually be
used to redeem the notes.

S&P said, "Our ratings on the class A and B notes reflect our
assessment of the underlying asset pool's credit and cash flow
characteristics, as well as our analysis of the transaction's
exposure to counterparty, operational, and legal risks.

"Our rating on the class A notes reflects timely payment of
interest and ultimate payment of principal on the legal final
maturity of the notes. Our rating on the class B notes reflects
ultimate payment of interest and principal.

"Our analysis indicates that the class A notes' available credit
enhancement has increased since closing and mitigates the notes'
exposure to credit and cash flow risks at higher ratings. However,
the transaction's maximum potential rating is 'AA' due to
counterparty risk exposure. The class B notes remain collateralized
solely by the reserve fund, which can be used to cover interest
shortfall.

"We used data from the May 2023 report and May 2023 loan-level data
to perform our credit and cash flow analysis. We applied our
European SME CLO, structured finance sovereign risk, and
counterparty criteria."

Credit analysis

The underlying portfolio has amortized by EUR278,98 million since
closing, with a current outstanding balance of EUR621,02 million.
The portfolio's amortization caused a corresponding EUR277.73
million paydown of the class A notes, which currently have an
outstanding balance of EUR424,27 million. Therefore, the class A
notes' credit enhancement has increased since closing. Due to the
deleveraging of the class A notes, the class B notes' credit
enhancement has also increased.

As of the May 2023 report, cumulative defaults represent only 0.27%
of the initial portfolio balance and arrears remain low.

S&P said, "We applied our European SME CLO criteria to determine
the scenario default rates (SDRs)--the minimum level of portfolio
defaults we expect each tranche can withstand at a specific rating
level--using CDO Evaluator.

"To determine the SDR, we adjusted the archetypical European SME
average 'b+' credit quality to reflect the following factors:
country, originator, and portfolio selection.

"At closing, under our criteria, we ranked the originator in this
transaction in the strong category. Taking into account Spain's
Banking Industry Country Risk Assessment (BICRA) score of 4 and the
originator's average annual observed default frequency, we adjusted
upward by one notch the 'b+' archetypical average credit quality to
'bb-'.

"At closing, we determined there was no adverse selection in the
securitized portfolio's creditworthiness compared to the
originator's SME loan book, so we did not adjust the average credit
quality to address portfolio selection bias.

"We then adjusted the average credit quality of the collateral
portfolio to 'B' to consider ongoing macroeconomic factors, low
seasoning of the portfolio, and concerns over the consideration
period for calculating the originator's average annual observed
default frequency (see "New Issue: IM BCC Cajamar PYME 4, Fondo de
Titulizacion," published on March 22, 2022).

"For this review we maintained the average credit quality
assessment at 'b' and used this to generate our 'AAA' SDR.

"We calculated the 'B' SDR based primarily on our analysis of
historical SME performance data, the weighted-average life of the
portfolio, and our projections of the transaction's future
performance considering the portfolio concentration. In addition,
we assessed market developments, macroeconomic factors, changes in
country risk, and the way these factors are likely to affect the
loan portfolio's creditworthiness. In doing so we maintained our
'B' case SDR at 10%. We interpolated the SDRs for rating levels
between 'B' and 'AAA' in accordance with our European SME CLO
criteria."

Recovery rate analysis

S&P said, "At closing, we determined the appropriateness of the
recovery rates outlined in our SME CLO criteria by comparing them
with the recovery rates historically experienced by the
originator.

"Based on the originator's historical recoveries, we assumed the
issuer would receive 52% of recoveries on senior secured loans and
25% of recoveries on senior unsecured loans in a 'B' rating
scenario. We adjusted this base-case recovery rate for each of the
rating categories in accordance with our SME CLO criteria.

"Since closing, the unsecured loans have repaid at a quicker rate
than we assumed with the secured/unsecured proportion increasing to
29%/71% from 24%/76%."

Cash flow analysis

S&P said, "We used the portfolio balance the servicer considered to
be performing, the current weighted-average spread, and the above
WARRs. We subjected the capital structure to various cash flow
stress scenarios, incorporating different default patterns and
interest rate curves, to determine the rating level, based on the
class A and B notes' available credit enhancement under our
European SME CLO criteria.

"Under our structured finance sovereign risk criteria, we consider
the transaction's exposure to country risk sufficiently mitigated
at the assigned rating for the class A notes.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria at the assigned ratings.

"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria."

Rating rationale

S&P said, "Based on the portfolio's positive performance, as well
as our analysis of the transaction's exposure to counterparty,
legal and operational risks, we consider the available credit
enhancement for the class A notes to be commensurate with a higher
rating. This reflects ongoing macroeconomic factors that could
affect future performance. We therefore raised to 'AA (sf)' from
'A+ (sf)' our rating on the class A notes. At the same time,
despite higher credit enhancement, the class B notes remain
collateralized solely by the reserve fund, so we affirmed our 'CCC-
(sf)' rating."




=====================
S W I T Z E R L A N D
=====================

ALTAMIRA THERAPEUTICS: Raises Going Concern Doubt, Cites Losses
---------------------------------------------------------------
Altamira Therapeutics Ltd. disclosed in a Form 6-K Report filed
with the U.S. Securities and Exchange Commission for the month of
September 2023, that substantial doubt exists about the Company's
ability to continue as a going concern.

The Company has incurred recurring losses and negative cash flows
from operations since inception, and it expects to generate losses
from operations for the foreseeable future, primarily due to
research and development costs for its potential product
candidates.

The Company anticipates to fund its cash needs through August 2024
through its cash position of CHF 50,000 at June 30, 2023, revenues
from Bentrio(R) product sales and licensing fees, proceeds from the
planned divestiture or partnering of Bentrio(R) and the inner ear
assets, the receipt of grants, licensing and service fees from
collaborations in the field of RNA delivery as well as further
issuances of common shares under the A.G.P. Sales Agreement or the
2022 LPC Purchase Agreement.

The Company cautions its assumptions may prove to be wrong, and the
Company may have to use its capital resources sooner than it
currently expects. To the extent that the Company will be unable to
generate sufficient cash proceeds from the planned divestiture or
partnering of its legacy assets or other partnering activities, it
will need substantial additional financing to meet its funding
requirements.

While Management and the Board of Directors continue to apply best
efforts to evaluate available options, the Company says there is no
guarantee that any transaction can be realized or that such
transaction would generate sufficient funds to finance operations
for 12 months from the issuance of its financial statements. These
factors raise substantial doubt about the Company's ability to
continue as a going concern, the Company adds.

According to the Company, additional funds may not be available on
a timely basis, on favorable terms, or at all, and such funds, if
raised, may not be sufficient to enable the Company to continue to
implement its long-term business strategy. If additional capital is
not available when required, the Company may need to delay or
curtail its operations until such funding is received. The length
of time and cost of developing the Company's product candidates
and/or failure of them at any stage of the approval process may
materially affect the Company's financial condition and future
operations. Such matters are not within the control of the Company,
and thus all associated outcomes are uncertain.

Altamira says if the Company is not able to raise capital when
needed, it could be forced to delay, reduce or eliminate its
product development programs, which could materially harm the
Company's business, prospects, financial condition and operating
results. This could then result in bankruptcy, or the liquidation
of the Company.

Altamira reported a net loss of CHF 5,421,046 and CHF 8,238,518 for
the six months ended June 30, 2023, and 2022, respectively.

               About Altamira Therapeutics Ltd.

Based in Zug, Switzerland and Hamilton, Bermuda, Altamira
Therapeutics Ltd. is a clinical and commercial-stage
biopharmaceutical company developing therapeutics that address
important unmet medical needs. It is currently active in two areas:
the development of RNA delivery technology and therapeutics for
extrahepatic targets (OligoPhore(TM) / SemaPhore(TM) platforms;
AM-401 for the treatment of KRAS driven cancer, AM-411 for the
treatment of rheumatoid arthritis; preclinical), and nasal sprays
for protection against airborne allergens, and where approved,
viruses (Bentrio(R); commercial) or the treatment of vertigo
(AM-125; Phase 2).

As of June 30, 2023, Altamira Therapeutics has CHF 6,203,962 in
total assets and CHF 8,028,527 in total liabilities.




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

CANARY WHARF: Fitch Lowers LongTerm IDR to 'BB', Outlook Negative
-----------------------------------------------------------------
Fitch Ratings has downgraded Canary Wharf Group Investment Holdings
plc's (CWGIH) Long-Term Issuer Default Rating (IDR) to 'BB' from
'BB+' and its senior secured rating to 'BB+' from 'BBB-'. The
Recovery Rating remains at 'RR2'. The Outlook on the IDR is
Negative.

The downgrades reflect an increase in the pooled portfolio's net
debt/EBITDA. Furthermore, CWGIH has sizeable refinance risks in
2024 and 2025, which its central cash could be diverted towards. Of
the end-2022 cash, Fitch calculates that around GBP200 million is
readily available, while CWGIH has other standard options to
address near-term refinance risk including asset disposals and
part-repayment of loans to help facilitate loan extensions.

The ratings reflect the group's landmark Canary Wharf campus, and
specifically a sub-segment of the rental income-producing
properties (the pooled portfolio) totalling GBP1.15 billion in
value as at end-December 2022 and related GBP900 million of secured
bonds. Fitch's analysis focuses on the financial profile resulting
from the pooled portfolio's retail and car park assets, select
income-producing offices and subordinated income from the group's
other secured financings, which flow to CWGIH.

KEY RATING DRIVERS

Sizable Post-2023 Refinance Risk: CWGIH had readily available cash
of around GBP200 million as of end-1H23 to mitigate refinance risk.
Large refinancings are a GBP575 million loan (including mezzanine
debt) due November 2024 for 1/5 Bank Street offices, which has
long-dated leases to the EBRD and SocGen, and GBP444 million
(including mezzanine debt) loan due July 2025 for 25 Churchill
Place (long-dated leases to 2039 and 2040. The pooled portfolio's
GBP350 million bond matures in April 2025 and its EUR300 million
bond in 2026. CWGIH also has a smaller GBP120 million loan due
March 2024 for its 15&20 Water Street.

Alternatively, the group's quality office assets can be sold, but
values are depressed. In Fitch's view, income-producing offices on
long-term leases to quality tenants lend themselves to continued
bank funding, but at lower loan-to-values (LTVs) than the above-60%
thresholds some are currently financed at.

2023 Refinances Achieved: Despite difficult market conditions, some
refinancings have taken place. CWGIH's Newfoundland
residential-for-rent asset's financing was refinanced in March
2023. The residential-for-sale Wood Wharf III development funding
was procured in July 2023, remitting GBP79 million cash to CWGIH
after 1H23. However, Fitch believes that part of CWGIH's
centralised cash is likely to be utilised to partly mitigate future
maturing debt's refinance risk.

Higher Leveraged Pooled Portfolio: The GBP900 million CWGIH secured
bonds have recourse to the retail assets, specific smaller offices,
and other assets. Some 70% of the transactions' profits before
central costs are direct from the retail and office assets, the
remainder from subordinated post-debt service income from the CMBS
office transaction and 25 Churchill Place's financing. From July
2023 the latter financing is in a cash trap, due to its LTV
covenant, resulting in reduced post-debt service income flowing to
CWGIH, thus increasing its net debt/EBITDA. Furthermore, the
pledged Westferry smaller offices are approaching lease events
post-2024.

Growth in Retail Portfolio: The post-pandemic recovery in footfall
has helped food & beverage tenants (a significant 30% of retail
rents), attracted by increased residential footfall. CWGIH's retail
re-leasing improved as weekend and evening footfall has risen
markedly from off-estate footfall, despite office remote working
decreasing footfall on non-core days. Management reports that
recent retail lease renewals are above previous passing rents and
on long leases. Retail mall occupancy was at a high 97.5% at
end-1H23 (end-2022: 97.9%).

Fitch Rating Approach: The GBP900 million of bonds are bespoke to
the retail assets primarily, but as CWIGH owns various entities
within the group, its rating can be adversely affected by diverted
cash. Fitch would not view a default of a CWGIH non-recourse
property funding vehicle as a default affecting CWGIH's rating.

Of the readily available cash of GBP200 million, plus post-1H23
GBP79 million, Fitch has allocated some GBP200 million to the
pooled portfolio's synthetic net debt/EBITDA metrics, resulting in
2024-2026 leverage of around 12x. Should further cash be diverted
to support other parts of the group, the ratings may change. The
pooled portfolio financing's interest cover is around 2.0x while
its average blended cost of debt is fixed at 2.5%.

Pooled Portfolio Composition: Cash flow-based rental income for
2023 is derived from (i) retail and car park assets (around 50%);
(ii) two Westferry offices (near -20%); and (iii) rental-derived
regular subordinated income (near-30%) upstreamed to CWGIH, mainly
from the CMBS and 25 Churchill secured financings. After other
income streams and deducting central administration costs, the
pooled portfolio's synthetic 2023 cash flow EBITDA is forecast at
GBP46 million. The end-2022 pooled portfolio's like-for-like retail
assets saw an increase in value to GBP1.0 billion (GBP1.14 billion
if new transferred assets are included) from 2021's GBP0.85
billion.

Campus Fundamentals: Despite tenants leaving the Canary Wharf
estate (HSBC), balanced by others staying (Citibank), and some
office financing foreclosures (not owned by CWIGH), Canary Wharf is
adapting to ongoing changes. For its office tenants, occupancy
costs remain cheaper than central London alternatives. Existing
space and towers require capex for modern remote working, green
credentials, and tenant expectations for modern office space. The
site has been attracting residential (3,500 people living on the
Wharf), and life science tenants, diversifying the tenant mix away
from financial services (54% of office tenants).

DERIVATION SUMMARY

The wider Canary Wharf group's GBP8.3 billion (end-2022) property
portfolio is comparable in size and quality with that of rated
peers including The British Land Company PLC's (BL; IDR: A-/Stable)
GBP8.9 billion (at share) and Land Securities PLC's (Short-Term
IDR: F1) GBP11.8 billion and Derwent London plc (IDR: BBB+/Stable)
GBP5.7 billion. All these entities' office portfolios are central
London-focused whereas CWGIH's portfolio is the established east
London campus. Privately-owned CWGIH has a more detailed group
structure with segregated funding for different assets. The IDR
reflects a sub-segment of the group (the pooled portfolio) and its
bespoke financing.

At a time when the UK office market is bifurcated between prime and
less-attractive secondary offices, all four entities have quality
office properties in good business locations with essential ESG
credentials to ensure re-letting and newbuilds to attract future
tenants. BL's four London campus clusters and Land Securities'
Victoria portfolio, like the Canary Wharf campus, have the
advantage of a central landlord coordinating and investing in
amenities (including green credentials) for the location, creating
complimentary adjacent rental evidence, and gradually building-out
or refurbishing the location in a phased approach.

This is different to an investor like Derwent which operates in
districts with multiple (competing) landlords with different
agendas and investment time-horizons, such that appetite to
re-invest in these locations is less coordinated.

Recent valuations for prime offices have recalibrated to the new
interest rate environment but have not declined markedly (CWIGH
offices' weighed average net yield end-2022: 4.0%, end-2021: 3.6%).
The different calculated topped-up net initial yields - including
rent-frees and other incentives - for the respective office
portfolios denote their high quality (BL Campuses: end-March 2023
4.6% versus end-March 2022: 4.0%; the same dates for Land
Securities' offices at 4.7% and 3.9% (mainly 30bp-50bp swings
excluding developments); Derwent (December): 4.6% and 4.4%).

Fitch's analytical approach for CWGIH's pooled portfolio is similar
to peers', and measures net debt/recurring rental-derived EBITDA,
encompassing subordinated rental-derived income streams whether
from debt-free and debt-funded JVs or equivalent CMBS-type
financings. Its pooled portfolio's EBITDA-equivalent has a higher
proportion of subordinated income streams than peers' EBITDA (which
can become subject to lock-ups), and CWGIH faces the risk of the
wider group's debt refinance requirements or property development
activity (North Quay: life sciences) making demands on its central
liquidity.

KEY ASSUMPTIONS

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

- Pooled portfolio retail scheduled lease renewals (10%-15% per
year) are 10% lower than previous passing rent in 2023. New
lettings are assumed, optimising the occupancy rate

- 7 Westferry Circus office is multi-let with various leases
expiries after 2024. 15 Westferry Circus continues to be let to its
tenant until lease expiry in 2026

- To form the pool portfolio's EBITDA, the group's central
operating costs (2022: GBP57 million) are allocated to the pooled
portfolio's rental income and "excess cash flow" from secured
financings are added

- Readily available cash of GBP200 million held at CWGIH level (not
including restricted cash which is restricted for months) is netted
against the GBP900 million of the pooled portfolio bonds

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

- Pooled portfolio net debt/cash-based rental-derived EBITDA below
10.5x

- Pooled portfolio net interest cover above 1.75x

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

- Pooled portfolio net debt/cash-based rental-derived EBITDA above
12.5x

- Pooled portfolio net interest cover below 1.5x

- Events causing cash flows to be diverted to support non-recourse
secured financings (including debt refinancings)

- Eighteen-month liquidity score below 1x

LIQUIDITY AND DEBT STRUCTURE

Pooled Portfolio Readily Available Cash: Excluding cash trapped in
secured financings, CWGIH's end-2022 readily available cash for its
pooled portfolio was GBP90 million, to which Fitch has added GBP95
million of identified monies that are available within a month
thereafter. Readily available cash at end-1H23 was GBP86 million
plus GBP84 million, respectively, plus the post-1H23 Wood Wharf
refinancing proceeds of GBP79 million. All this, together with
periodic lump-sum receipts, particularly from its active
residential developments, results in Fitch-calculated readily
available cash of GBP200 million.

Other Liquidity Sources: CWGIH has tangible liquidity options
including asset sales (net proceeds after repaying attached debt),
pre-emptive part-payment of maturing debt to extend existing
financings, potential joint venture structures, and shareholder
support from Qatar Investment Authority and Brookfield Property
Partners. CWGIH has a revolving credit facility (RCF) of GBP100
million dated August 2027, and a super-senior GBP30 million RCF
maturing in April 2024. Both are undrawn.

Pooled Portfolio Bond Covenants: Other group secured financings are
non-recourse and constitute prior-ranking debt, which (under the
pooled portfolio's bond incurrence covenants) is expected to be
less than 45% of the property portfolio, including investments
(end-2022: around 40%), within the bounds of a maximum 60% net LTV
covenant (financial policy: less than 50%) for the wider group.

Pooled Portfolio Security Package: The rated debt is secured by (i)
a floating charge over the material assets of CWG NewCo Limited,
which indirectly includes the asset-owning property vehicles within
the group, and those of the pooled portfolio; (ii) charges over the
shares in entities including CWG NewCo Limited and its subsidiary
Canary Wharf Group plc; and (iii) assignments of certain existing
and future structural intercompany receivables between Canary Wharf
Group Investment Holdings plc and group entities.

ISSUER PROFILE

The CWGIH portfolio totals 35 owned properties with a value of
GBP7.7 billion at end-1H23. This includes offices, residential and
retail (the latter assets included in the pooled portfolio).

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' 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. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt             Rating         Recovery   Prior
   -----------             ------         --------   -----
Canary Wharf
Group Investment
Holdings plc        LT IDR BB  Downgrade               BB+

   senior secured   LT     BB+ Downgrade     RR2      BBB-

DELTA TOPCO: S&P Ups Long-Term ICR to 'BB+', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Delta Topco Ltd. (Formula One) and issue ratings on the senior
secured debt to 'BB+' from 'BB'.

The stable outlook reflects S&P's view that the group will continue
to deliver strong earnings and cash flow while maintaining adequate
liquidity, which will strengthen credit metrics and help underpin
forecast leverage of 2.0x-2.5x and FFO to debt above 30% in 2023.

S&P said, "Despite race cancellation of the Emilia Romagna Grand
Prix, we expect the group to deliver S&P Global Ratings-adjusted
EBITDA above $730 million in 2023, supported by the new Las Vegas
Grand Prix. We forecast total revenue of $3.2 billion-$3.3 billion
in 2023, up from $2.6 billion in 2022, supported in part by the
maiden Las Vegas Grand Prix, which we expect to deliver up to $500
million of standalone revenue and profitability similar to some of
Formula One's most profitable fly away races. This will offset the
revenue lost from the cancellation of the Emilia Romagna Grand Prix
(Imola, Italy). The Emilia Romagna Grand Prix, together with
Chinese Grand Prix (Shaghai), which haven't been held since the
start of the pandemic, are expected to return in 2024, resulting in
an announced calendar of 24 races. We also expect the group to
continue to increase earnings from contract renewals including
broadcasting rights, race promotion fees, and sponsorships.
Corporate hospitality, which Formula One operates in house under
its Paddock Club offering, has expanded very strongly in recent
years, with high demand for top-tier live event premium offerings.
We forecast that this will translate into S&P Global
Ratings-adjusted EBITDA of above $730 million for 2023.

"Increasing EBITDA and cash generation have resulted in
significantly improved leverage metrics. We expect S&P Global
Ratings-adjusted debt to EBITDA to fall toward 2.0x-2.5x in 2023,
from 2.8x in 2022 and 4.6x in 2021, amid strong earnings growth,
cash flow generation, and limited dividends, resulting in further
cash build up on the group's balance sheet. The leverage metric is
currently benefiting from both increasing earnings and reducing net
debt, resulting in a strong deleveraging impact on our credit
metrics. We expect FFO to debt to remain above 30% in 2023,
although we anticipate free operating cash flow (FOCF) to debt will
fall toward 17%. . This drop in FOCF relates to early fees received
in 2022 for the 2023 race calendar and higher-than-usual capital
expenditure (capex) of about $100 million, mainly from investment
in the Las Vegas Grand Prix. We expect S&P Global Ratings-adjusted
FOCF to debt to return to above 30% in 2024 as a result of strong
EBITDA generation and reduced capex. We understand Formula One has
paid $300 million to parent Liberty Media Corp. (LMC) in 2023, thus
reducing overall cash generation for net debt reduction purposes.

"We forecast leverage will remain significantly below the
previously stated financial policy of less than 5.0x, although the
group no longer has a specific public or board-sanctioned leverage
target or policy. The group has continued to deleverage well below
the target previously stated by LMC of leverage lower than 5.0x,
and we expect it will comfortably remain at 2.0x-2.5x or below in
our forecast, absent an opportunistic leverage recapitalization
event. We do not envisage any immediate uses for excess cash and
continue to forecast additional retained cash flows to strengthen
leverage metrics. However, we note that the permitted distributions
clause in the existing documentation allows for distributions up to
company-reported net first-lien secured leverage of 5.5x. Given the
lack of recent guidance regarding the leverage ambitions and the
potential uses of cash, Formula One does not have a recently stated
leverage target or financial policy that corresponds with the
group's current rapid deleveraging levels. Excluding retained cash
on the balance sheet, we currently forecast gross leverage of
2.7x-3.3x in 2023 and 2024.

"We continue to consider Formula One operationally separated from
LMC, however, further rating upside is subject to LMC and Formula
One Group (FWON)'s estimated group credit profiles. Since its
acquisition by LMC in 2017, Formula One has operated independently
by way of its stand-alone management and operations, organizational
structure, financial controls, and debt financing. In turn, the
group has materially improved its standalone financial profile.
Notwithstanding this, we continue to view LMC as Formula One's
ultimate controlling shareholder with parent influence over the
group. As such, and per our group rating methodology, we
necessarily consider the impact (if any) of the estimated credit
quality of LMC and FWON on our rating assessment of Formula One.
Our estimate of credit quality at FWON includes the additional cash
and debt at that level, while at the consolidated LMC group level
it also includes the broader operations, assets, liabilities, and
earnings associated with the consolidated LMC group, such as the
Liberty Sirius XM and Liberty Live tracker groups. While it is not
our current base case, the credit quality of the parent company and
our rating on Formula One could deviate in principle. For example,
any event that pressures the estimated credit quality of LMC or
FWON, such as material debt issuances, could weaken the
creditworthiness of the parent. This presents a group financial
policy risk to our rating on Formula One by capping the rating at
our estimate of the group's credit quality. We note LMC acted to
support Formula One during the COVID-19 period via a cash injection
into the FWON tracker group, in exchange for an asset
reattribution. Although the cash support at the tracker was
ultimately not required by Formula One.

"The stable outlook reflects our expectation that the group will
maintain S&P Global Ratings-adjusted leverage of 2.0x-2.5x in 2023
and 2024, and FFO to debt above 30%. We expect Formula One to
continue to deliver on its business growth strategy--including the
successful hosting of the Las Vegas Grand Prix and delivery of 24
races in 2024--and renew key broadcasting rights, race promotion
fees, and sponsorships contracts. We also anticipate the company
will maintain adequate liquidity thanks to strong cash flow,
leading to FOCF to debt above 17% in 2023 before recovering above
30% from 2024.

"We could lower the rating on Formula One if the company
underperforms our base case, resulting in S&P Global
Ratings-adjusted debt to EBITDA above 3.25x. In our view, this
would most likely occur due to an opportunistic releveraging event;
either material distributions from the incurrence of new debt, or
debt-financed acquisitions suggesting a more aggressive financial
policy than we currently expect. Other instances could feasibly
result from a large-scale macroeconomic event, similar to the
COVID-19 pandemic, or a very substantial deterioration in
relationships with key stakeholders, such as racing teams or the
Fédération Internationale de l'Automobile (FIA). Furthermore, we
could lower the ratings if the credit quality of LMC or FWON
declines materially.

"We consider any further rating upside unlikely absent public
articulation and affirmation of a financial policy, which we would
consider commensurate with a consistently stronger financial
profile and investment-grade rating."

A firm financial policy commitment evidenced by a track record
would also need to be accompanied by S&P Global Ratings-adjusted
leverage anchored below 2.0x for the long term. In addition,
further upgrades would rely on the estimated credit quality of
Formula One's S&P Global Ratings-defined parent, LMC, and the FWON
tracking stock group, being supportive of the upside.


ILKE HOMES: Subsidiary Put Into Compulsory Liquidation
------------------------------------------------------
Joey Gardiner at Building reports that Ilke Homes' modular
construction subsidiary is set to be liquidated after
administrators of the collapsed group decided there is not enough
money left in the business to give anything back to creditors.

According to Building, a statement of proposals published by
administrator Alix Partners has also revealed that the group came
painfully close to avoiding collapse in June, only for a rescue bid
for the company to be withdrawn at the eleventh hour.

The statement of proposals confirmed figures contained in a
statement of affairs published two weeks ago that showed the
modular housing pioneer had debts of over GBP300 million when it
went under, Building relates.

The document contains statements of proposals for the three Ilke
group companies: Ilke Homes Ltd (IHL), which was responsible for
the steel frame modular factory in Flaxby, near Knaresborough in
North Yorkshire; Ilke Homes Land Ltd (IHLL), responsible for its
development activities; and Ilke Homes Holdings Ltd (IHHL), the
group holding company, Building notes.

Alix Partners' proposals said that while the development business,
IHLL, and the holding company, IHHL, will likely be able to recover
a small amount of money to distribute beyond secured creditors, and
will therefore continue in administration, there was no prospect of
any creditors beyond the principal secured creditor, Homes England,
recovering fundings from Ilke Homes Ltd., Building relays.

According to Building, the document said: "The administrators
therefore intend to make an application to court [. . .] to request
that the court places the company into compulsory liquidation with
immediate effect."

Homes England is owed GBP68.8 million in "secured" debt by the
group, of which it is estimated it will be able to recoup just
GBP1.14 million across the three group firms, Building states.  The
decision to liquidate Ilke Homes Ltd confirms that none of those
among its GBP724,000 of preferential creditors -- mostly Ilke staff
-- will receive a penny back from the firm, Building notes.

The level of assets recoverable at IHL is worse than expected, the
statement reveals, because Alix Partners now expects to be able to
recoup no value at all from 60 complete housing units recovered as
the business shut, following a legal claim from a supplier over the
rights to the stock, Building relates.

The statement of affairs shows that Ilke employed 1,085 people at
the moment it went under and had development ongoing across 13
separate sites, Building notes.

The document reveals more detail about the sequence of events that
led to the firm's collapse at the end of June, Building states.  It
confirmed that Ilke suffered after an unnamed investor unexpectedly
pulled out of a funding round in early May, which it said led Ilke
to make unexpected cash calls of GBP10 million on its backers that
month and hire Citigroup to find alternative funders, Building
recounts.

After Homes England said it would not support another funding
round, the picture became more pressing, and Ilke also hired Alix
Partners to pursue an accelerated sale process, which together with
Citigroup's efforts resulted in 16 interested parties, Building
relays.

The statement said Ilke on June 18 received a GBP25 million bid to
buy the company through a pre-pack administration process,
contingent on further support from Homes England, Building notes.
However, the bidder withdrew the offer on June 23, and seven days
later the company went into administration, Building states.


LERNEN BIDCO: Fitch Cuts Term Loan Facilities Rating to 'B-'
------------------------------------------------------------
Fitch Ratings has downgraded Lernen Bidco Limited's (Cognita)
aggregate EUR1,160 million term loan facilities due in 2029 to 'B-'
from 'B' and revised its Recovery Rating to 'RR4' from 'RR3'. Fitch
has also affirmed Cognita's Long-Term Issuer Default Rating (IDR)
at 'B-' with Positive Outlook.

The downgrade follows allocation of Cognita's new add-on EUR130
million term loan B (TLB) proceeds to repay its outstanding EUR130
million second-lien facility in full. The fully extended capital
structure improves the company's financial flexibility. However,
repaying the lower-ranking second lien over senior secured loans
reduces its recovery estimates on the TLB. Based on current metrics
and assumptions, the estimated ranked recovery is now in the 'RR4'
band and equalises the debt rating with the IDR.

Cognita's 'B-' Long-Term IDR is constrained by high estimated
EBITDAR gross leverage at around 8.9x in the financial year to
August 2023 (on a reported basis), before it improves towards 7.0x
in FY24. EBITDAR interest cover is likely to remain below 1.8x in
FY23-FY24. Expansion of schools weighs on near-term free cash flow
(FCF), which will turn positive only in FY25. The Positive Outlook
reflects its forecasts, including two part-equity funded
acquisitions, that leverage and interest cover will move towards
its upgrade sensitivities over the next 12-18 months.

Fitch will withdraw the 'CCC'/'RR6' instrument rating on the EUR130
million second-lien facility on its full repayment.

KEY RATING DRIVERS

Refinancing Addressed: Cognita has fully extended its capital
structure by using proceeds from the add-on TLB to repay its
outstanding EUR130 million second-lien loan. The TLB, together with
an extended revolving credit facility (RCF), now matures in 2029
and 2028, respectively. Forecast EBITDA interest cover will improve
slightly on repayment of the second-lien loan, and refinancing risk
and capital structure complexity have been addressed.

Reduced Recovery on TLB: Repayment of the lower-ranking second-lien
loan over prior-ranking senior secured debt reduces its recovery
estimates on the TLB. Based on current metrics and assumptions,
pro-forma for the additional EUR130 million TLB, its recovery
analysis generates a ranked recovery at 48% in the 'RR4' band for
the senior secured debt. This indicates a 'B-' instrument rating
for the TLB.

Strong FY23 YTD Trading: Average pupil numbers increased by about
17,000 in 9MFY23, including 14,300 from acquisitions (York
Preparatory School and Redcol in September 2022). About 50% of
revenue growth for the period was organic, driven by higher pupil
numbers, annual fee increases and more ancillary services with the
re-opening of most schools. Company-defined adjusted EBITDA of
GBP136.7 million for the year-to-date included about GBP26.9
million of acquired EBITDA.

DERIVATION SUMMARY

Compared with Fitch's credit opinions on private, for-profit,
education providers at the lower end of the 'B' rating category
globally, Cognita benefits from a diverse portfolio in geography,
expat and local student intake, curriculum and price points. The
global private education sector continues to grow, and annual fee
increases tend to be at or above inflation.

GEMS Menasa (Cayman) Limited (B/Positive) is Dubai-concentrated
with a focus on the UAE, but its K-12 portfolio covers different
price points, premium to mid-market, and curricula. Both GEMS and
Cognita have long-dated revenue given their average student stay.

Although for-profit Global University Systems Holding B.V. (GUSH;
B/Stable) provides post-graduate university courses, its geographic
reach and exposure to different disciplines (business, accounting,
law, medical, arts, languages and industrial) is wider than K-12
schools'. However, it offers shorter typically three- to four-year
courses (longer for part-time). As the group has grown its reliance
on international students has increased: it is recruiting for
third-party US universities and its own Canada operations versus a
predominantly local intake for its UK, Indian and other Asian
locations.

GEMS's significantly lower leverage (forecast 5.3x EBITDAR gross
leverage for financial year to 31 August 2023) and larger scale
underline the one-notch rating differential with Cognita's.
However, this is partly compensated by Cognita's global
diversification and resilient pandemic trading, with deleveraging
capacity from student-and-tuition fee growth and increased
utilisation rates from expansion investments.

KEY ASSUMPTIONS

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

- Revenue growth around 23% in FY24 (including acquired revenue)
and 7% in FY25

- Student growth of 25% in FY23 and around 10% in FY24

- Average revenue per pupil increasing by around 10% per year in
FY24 (including two Middle East acquisitions) and normalising to
around 3% in FY25

- Fitch-defined EBITDA margin increasing to 18.4% in FY23 and 20.2%
in FY24 through higher utilisation rates and improved staff
efficiency (after including higher wages in Europe) and a mixed
effect from recent acquisitions

- Cash-based lease increasing to around GBP50 million in FY24 (due
to expansion and CPI-linked rent contracts) from GBP36 million in
FY22

- Working-capital inflow of around 0.4%-0.6% of revenue per year to
FY26

- Development capex of around GBP165 million across FY23-FY25

- Negative FCF in FY23 and FY24, before turning positive
(post-expansion capex) in FY25

- Two predominantly equity-funded acquisitions, one in FY23 and one
in FY24. No further M&A due to lack of visibility around funding
mix

Key Recovery Assumptions

Its recovery analysis assumes that Cognita would be reorganised as
a going concern (GC) in bankruptcy rather than liquidated. Fitch
has assumed a 10% administrative claim. The GC EBITDA of GBP150
million (incorporating recent acquisitions) reflects stress
assumptions that may be driven by weaker operating performance and
an inability to increase students and pricing according to plan
with lower overall utilisation rates, adverse regulatory changes or
weaker economic growth in key markets with reduced pricing power.

An enterprise value (EV) multiple of 6.0x has been applied to the
GC EBITDA to calculate a post re-organisation EV. The choice of
this multiple is based on well-invested operations, strong growth
prospects with medium- to long-term revenue visibility and
diversified global operations. However, the multiple is constrained
by weaker profitability than peers'. The multiple is in line with
Fitch-rated wider education sector peers'.

Fitch assumes Cognita's GBP214.5 million RCF to be fully drawn on
default, ranking equally with its EUR1,160 million senior secured
TLBs. At the top of the debt hierarchy waterfall, local
prior-ranking debt is included in the recoveries.

Based on current metrics and assumptions, its analysis generates a
ranked recovery at 48% in the 'RR4' band for the existing senior
secured debt. This indicates a 'B-' instrument rating for the TLB.

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to a
Positive Rating Action/Upgrade:

- Successful execution of growth strategy with improved
profitability

- EBITDAR gross leverage structurally below 7.0x

- EBITDAR/(interest + rent) sustained above 1.8x

- Neutral to positive FCF (post expansion capex)

Factors That Could, Individually or Collectively, Lead to the
Outlook Being Revised to Stable

- EBITDAR gross leverage remaining structurally above 7.0x owing to
operational underperformance or an appetite for debt-funded
acquisitions

- EBITDAR fixed charge coverage remaining structurally below 1.8x

- Inability to turn FCF neutral to positive (post expansion capex)
with reduced liquidity headroom

Factors That Could, Individually or Collectively, Lead to a
Downgrade

- Inability to increase students and pricing according to plan with
lower overall utilisation rates, adverse regulatory changes or a
general economic decline leading to slower revenue growth

- Failure to reduce EBITDAR gross leverage structurally below 8.5x

- EBITDAR fixed charge coverage below 1.2x

- Sustained negative FCF

- Minimal liquidity headroom or difficulties in refinancing
drawings under the RCF (ie. for M&A/earn-outs payments)

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Cognita's Fitch-adjusted cash position is
estimated at around GBP95 million at FYE23 (including GBP75 million
of RCF drawings to part-fund acquisitions) and negative FCF (post
expansion capex and scheduled deferred payments for acquisitions)
of GBP37 million in FY24. Fitch includes some additional RCF
drawings to part-fund development capex and scheduled earn-outs
from recent acquisitions, so that the RCF is drawn by around GBP120
million in FY25. Fitch expects the company to issue some additional
funding to repay the RCF drawings.

Fitch restricts GBP50 million of cash for some overseas accounts.
Although available for investments and projects locally, Fitch
believes they are not readily available to repay debt at the issuer
level.

Reduced Refinancing Risk: Refinancing risk is partly mitigated by
Cognita's deleveraging capacity, a resilient business profile and
positive underlying cash flow generation. The extended RCF and TLBs
mature in October 2028 and April 2029, respectively.

ISSUER PROFILE

Cognita is a global private-pay, for-profit, K-12 educational
services group that operates schools across Asia, Europe, LatAm and
the Middle East.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' 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. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt             Rating          Recovery   Prior
   -----------             ------          --------   -----
Lernen Bidco
Limited              LT IDR B-  Affirmed                 B-

   senior secured    LT     B-  Downgrade     RR4        B

   Senior Secured
   2nd Lien          LT     CCC Affirmed      RR6       CCC

POLARIS 2023-2: S&P Assigns Prelim BB- (sf) Rating to Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Polaris 2023-2 PLC's class A to X-Dfrd notes. At closing, the
issuer will also issue unrated class Z notes, and RC1 and RC2
residual certificates.

Polaris 2023-2 PLC is an RMBS transaction securitizing a portfolio
of owner-occupied and buy-to-let (BTL) mortgage loans secured over
U.K. properties.

This is the seventh first-lien RMBS transaction originated by
Pepper group in the U.K. that S&P has rated. The first was Polaris
2019-1 PLC.

The loans in the pool were originated between 2017 and 2022 by UK
Mortgage Lending Ltd. (UKMLL), Pepper (UK) Ltd., and Pepper Money
Ltd., both trading as Pepper Money.

The loans originated by Pepper (UK) Ltd. and Pepper Money Ltd. are
currently securitized in Polaris 2020-1 PLC. As part of the
prefunding mechanism established for Polaris 2023-2, the issuer
will purchase these assets during the prefunding period.

The collateral comprises complex-income borrowers, borrowers with
immature credit profiles, and borrowers with credit impairments,
and there is a high exposure to owner-occupied mortgages advanced
to self-employed borrowers (24.6%) and owner-occupied mortgages
advanced to first-time buyers (16.2%). Approximately 23.7% of the
pool comprises BTL loans and the remaining 76.3% are owner-occupier
loans.

The transaction benefits from a fully funded liquidity reserve
fund, which will be used to provide liquidity support to the class
A notes and to pay senior fees and expenses and senior swap
payments. Principal can be used to pay senior fees and interest on
some classes of the rated notes, subject to conditions.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on the compounded daily
Sterling Overnight Index Average, and loans, which pay fixed-rate
interest before reversion.

At closing, the issuer will use the issuance proceeds to purchase
the full beneficial interest in the mortgage loans originated by
UKMLL from the seller. After closing, the issuer intends to
purchase the loans currently securitized in Polaris 2020-1 PLC from
the seller. The issuer will grant security over all its assets in
favor of the security trustee.

There are no rating constraints in the transaction under S&P's
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

Pepper (UK) Ltd. is the servicer in this transaction.

In S&P's analysis, it considers its current macroeconomic forecasts
and forward-looking view of the U.K. residential mortgage market
through additional cash flow sensitivities.

  Preliminary ratings

  CLASS   PRELIMINARY RATING   CLASS SIZE (%)

   A             AAA (sf)        86.50

   B-Dfrd        AA (sf)          5.25

   C-Dfrd        A (sf)           3.50

   D-Dfrd        BBB+ (sf)        1.50

   E-Dfrd        BBB- (sf)        1.25

   F-Dfrd        BB- (sf)         1.00

   X-Dfrd        BBB (sf)         0.85

   Z             NR               1.00

  RC1 residual certs   NR          N/A

  RC2 residual certs   NR          N/A

  NR--Not rated.
  N/A--Not applicable.


TATA STEEL: To Announce Subsidy to Secure Port Talbot's Future
--------------------------------------------------------------
Jim Pickard and Sylvia Pfeifer at The Financial Times report that
the UK government is poised to announce a GBP500 million-plus
subsidy to secure the future of Britain's biggest steelworks at
Port Talbot in Wales but it will not prevent the ultimate loss of
about 3,000 jobs.

The long-awaited agreement with India's Tata Group is expected to
be unveiled today, Sept. 15, the FT relays, citing two people
familiar with the talks.  According to the FT, under the terms of
the deal, the Indian company will invest around GBP700 million of
its own money into the operations to help it move to greener forms
of steelmaking.

The deal is intended to secure the survival of the sprawling plant
but would eventually lead to the loss of as many as 3,000 jobs, the
two people said, with Port Talbot bearing the brunt of the losses
as the site's two blast furnaces would be closed over time, the FT
states.

Port Talbot employs half of Tata Steel's 8,000-strong workforce and
one government official said without the state-backed deal all
those jobs would have been vulnerable, the FT notes.

Tata warned last year that its UK operations were under threat
unless it secured government funding to help it move to less
carbon-intensive electric arc furnaces, the FT recounts.  The
expected level of state backing is significantly less than the
company had initially sought, according to the FT.

But the main steelworkers' union said it had not agreed to the
closure of the blast furnaces and would resist any job cuts, the FT
notes.

Tata Steel, as cited by the FT, said it remained in discussions
with the UK government over a "framework for continuity and
decarbonisation of steel making in the UK".  Given the "financially
constrained position of our UK business, any significant change is
only possible with government investment and support", it added.


WESTRIDGE CONSTRUCTION: Set to Go Into Administration
-----------------------------------------------------
Business Sale reports that East Sussex contractor Westridge
Construction Limited has filed a notice of intention to appoint
administrators.

According to Business Sale, despite reporting strong turnover in
its most recent accounts, the firm stated that "challenging trading
conditions" had seen its profit margin fall.

For the year ending February 28, 2022, the Catsfield-based company
reported turnover of GBP64.2 million, up from GBP59.9 million a
year earlier, Business Sale discloses.  However, it reported gross
profits of GBP5.9 million, a slight reduction from GBP6 million a
year earlier, while pre-tax profits fell from GBP1.83 million to
GBP853,000 and profit margin fell from 10.13% to 9.23%, Business
Sale states.

In the company's most recent accounts, its fixed assets were valued
at close to GBP4 million and current assets at GBP14.2 million,
Business Sale notes.  The company owed over GBP13 million to
creditors at the time, with net assets amounting to GBP4.4 million,
Business Sale relates.

Founded in 1990, Westridge provided contracting, design and build
for projects ranging from GBP1 million to GBP15 million.  It had a
diverse array of projects across a variety of sectors in the South
East, including healthcare, education, housing leisure and
commercial.


WOODFORD EQUITY: Investors Set to Get First Payout in Q1 2024
-------------------------------------------------------------
James Baxter-Derrington and Cristian Angeloni at Investment Week
report that investors in the former Woodford Equity Income fund
should expect to receive the first distribution of the settlement
fund in the first quarter of 2024, if a majority of creditors vote
in favour of Link Fund Solutions' settlement scheme.

In a practice statement letter published on Sept. 7, LFS laid out a
timeline for the scheme, along with its view on the alternatives if
creditors refuse to back it, Investment Week relates.

On Oct. 10, LFS will attend a first court hearing to gain
permission to call a meeting of scheme creditors to vote on their
proposals, which, if granted, will allow investors in the former
Woodford flagship to accept or reject the offer, Investment Week
discloses.

According to Investment Week, from this hearing until Dec. 4,
investors will be able to vote on the proposals via an online
system, with a method for those lacking internet access also to be
provided.




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

[*] BOOK REVIEW: THE ITT WARS
-----------------------------
THE ITT WARS: An Insider's View of Hostile Takeovers

Author: Rand Araskog
Publisher: Beard Books
Softcover: 236 pages
List Price: $34.95
http://www.beardbooks.com/beardbooks/the_itt_wars.html

This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of businesses:
insurance, hotels, and industrial, automotive, and forest products.
ITT owned Sheraton Hotels, Caesars Gaming, one half of Madison
Square Garden and its cable network, and the New York
Knickerbockers basketball and the New York Rangers hockey teams.
The corporation had rebounded from its troubles of the previous two
decades.

Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth. Under Harold Greenen, successor to ITT's
founder and champion of "growth as business strategy," ITT's sales
had grown from $930 million in 1961 to $8 billion in 1970 and $22
billion in 1979. It had made more than 250 acquisitions and had
2,000 working units. (It once acquired some 20 companies in one
month.)

ITT's troubles began in 1966, when it tried to acquire ABC.
National sentiments against conglomerates became endemic; the
merger became its target and was eventually abandoned. Next came a
variety of allegations, some true, some false, all well publicized:
funding of Salvador Allende's opponents in Chile's 1970
presidential elections; influence peddling in the Nixon White
House; underwriting the 1972 Republican National Convention. ITT's
poor handling of several antitrust cases was also making
headlines.

Then came recession in 1973. ITT's stock plummeted from 60 in early
1973 to 12 in late 1974. Geneen found himself under fire and, in
Araskog's words, the "succession wars" among top ITT officers
began. Geneen was forced out in 1977, and Araskog, head of ITT's
Aerospace, Electronics, Components, and Energy Group, with more
than $1 billion in sales, won the CEO prize a year later.

Araskog inherited a debt-ridden corporation. He instituted a plan
of coherent divesting and reorganization of the company into more
manageable segments, but was cut short by one of the first hostile
bids by outside financial interests of the 1980's, by businessmen
Jay Pritzker and Philip Anschutz. This book is the insider's story
of that bid.

The ITT Wars reads like a "Who's Who" of U.S. corporations in the
1970s and 1980s. Araskog knew everyone. His writing reflects his
direct, passionate, and focused management style. He speaks of
wars, attacks, enemies within, personal loyalty, betrayal, and love
for his company and colleagues. In the book's closing sentences,
Araskog says, "We fought when the odds are against us. We won, and
ITT remains one of the most exciting companies of the twentieth
century, we hope to keep the wagon train moving into the
twenty-first century and not have to think about making a circle
again. Once is enough."

Araskog wrote a preface and postlogue for the Beard Books edition,
and provide us with ten years of perspective as well as insights
into what came next. In 1994, he orchestrated the breakup of ITT
into five publicly traded companies. Wagon circling began again in
early 1997 when Hilton Hotels made a hostile takeover offer to ITT
Corporation. Araskog eventually settled for a second-best victory,
negotiating a friendly merger with the Starwood Corporation, in
which ITT shareholders became majority owners of Starwood and
Westin Hotels, with the management of Starwood assuming management
of the merged entity.

Rand Araskog served as CEO of ITT Corporation until 1998.  He later
headed his own investment company RVA Investments.  He also served
on the Board of Directors of Cablevision and the Palm Beach Civic
Association.  Araskog was born in Fergus Falls, Minnesota, in 1931.
He died August 9, 2021, in Palm Beach, Florida.



                           *********


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 2023.  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.


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