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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

          Thursday, October 26, 2023, Vol. 24, No. 215

                           Headlines



G E R M A N Y

PCF GMBH: Moody's Cuts CFR & EUR750MM Senior Secured Notes to B3
TELE COLUMBUS: Moody's Lowers CFR & Senior Secured Debt to Caa3


I R E L A N D

ARES EUROPEAN VI: S&P Raises Class F-R Notes Rating to 'B+(sf)'
BIO MARINE: Seeks High Court Protection Amid Rescue Efforts
MERRION SQUARE 2023-1: Fitch Assigns Final BB-sf Rating on F Debts
MERRION SQUARE 2023-1: S&P Assigns B (sf) Rating on Class F Notes


I T A L Y

ILLIMITY BANK: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
TWENTY-TWO SRL: S&P Assigns BB+ Rating on Class E-Dfrd Notes


K A Z A K H S T A N

NOMAD LIFE: S&P Affirms 'BB+' LongTerm ICR, Outlook Stable
SAMRUK-ENERGY JSC: Fitch Affirms 'BB+' Foreign Currency IDR
STANDARD LIFE: Fitch Affirms 'B+' Insurer Financial Strength Rating


N E T H E R L A N D S

ACR I BV: Moody's Affirms 'B2' CFR & Alters Outlook to Negative


T U R K E Y

KEW SODA: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable


U K R A I N E

BANK ALLIANCE: S&P Raises LT ICR to 'CCC+' on Resilient Performance
CITY OF DNIPRO: Fitch Affirms 'CC/CCC-' LongTerm IDRs
CITY OF KHARKOV: Fitch Affirms 'CC/CCC-' LongTerm IDRs


U N I T E D   K I N G D O M

ELVET MORTGAGES 2023-1: Fitch Assigns BB+(EXP)sf Rating on E Notes
ENTAIN PLC: S&P Affirms 'BB' LT ICR & Alters Outlook to Negative
INLAND HOMES: Patchworks Construction Work Halts After Collapse
JERSEY REDS: Creditors Meet with Liquidators
LECTA LTD: Moody's Lowers PDR to 'Ca-PD', Outlook Negative

PATTY & BUN: To Shut Down Soho Branch on October 28
RESIDENTIAL MORTGAGES 32: S&P Affirms 'BB+' Rating on Cl. F1 Notes
S C LYONS: Administrator May Opt for CVA to Rescue Business
SELAZAR: Survival Dependent on Lender's Financial Support
TRITON UK: Moody's Downgrades CFR to Caa1, Outlook Negative

WARWICK PRINTING: Former Factory Remains Unsold Despite Price Cut
[*] UK: Company Administrations Up 28% in Q3 2023, Kroll Says

                           - - - - -


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G E R M A N Y
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PCF GMBH: Moody's Cuts CFR & EUR750MM Senior Secured Notes to B3
----------------------------------------------------------------
Moody's Investors Service has downgraded PCF GmbH (Pfleiderer)'s
corporate family rating to B3 from B2 and its probability of
default rating to B3-PD from B2-PD.

Concurrently, Moody's has downgraded the senior secured ratings on
the EUR750 million sustainability linked senior secured notes to B3
from B2. The outlook remains stable.

RATINGS RATIONALE

The rating action reflects:

-- Moody's expectation that credit metrics will deteriorate in
2024, including Moody's adjusted gross debt / EBITDA of around
7.0x, up from around 6.0x expected in 2023 and 5.5x in 2022. This
deterioration in credit metrics will be driven by weak demand for
furniture and construction activities, and the absence of profit
from the sale of electricity from the German CHP plants next year.

-- Moody's forecast that credit metrics will improve in 2025,
including Moody's adjusted gross debt / EBITDA of below 6.5x, in
line with the expectations for the B3 rating. The improvement in
credit metrics will be supported by the recovery of the
construction cycle, the company's cost-saving measures, and
strategic sales initiatives.

-- Moody's forecast that Free Cash Flow (FCF), as defined by the
company, to be positive in 2023 and 2024. However, when factoring
in the EUR28 million dividend payment in 2023 and the growth
capital expenditure in 2024, FCF is projected to be negative by
approximately EUR25 million and EUR5 million, respectively.
Negative FCF will weaken Pfleiderer's liquidity, which however
remains adequate, supporting the B3 rating.

-- Pfleiderer's proven ability to pass through cost inflation.
Moody's expects the company will manage to maintain a positive
inflation balance, thanks to the company's focus on value added
products and on-going cost saving initiatives, although weaker
demand could increase pricing pressure.

-- Governance considerations, including the dividend payment in
Q2-23 at a time of very challenging trading conditions.

The rating remains supported by Pfleiderer's solid profitability
and leading position in the concentrated market for wood particle
boards in Germany, Austria and Switzerland (DACH region). At the
same time the rating is constrained by geographic and product
concentration and the approaching refinancing of revolving credit
facility and secured notes due in October 2025 and April 2026,
respectively. Given the expected increase in leverage over the next
2 years, Pfleiderer is weakly positioned in the B3 rating leaving
limited space for underperformance compared to Moody's forecasts.

LIQUIDITY

Pfleiderer's liquidity is adequate supported by around EUR70
million of cash in 2023 and EUR60 million availability under the
company's EUR65 revolving credit facility (RCF). These sources
together with funds from operations are more than enough to manage
working capital swings and capital spending of around EUR50 million
per year, including growth capex. Moody's expects Pfleiderer will
generate negative FCF of around EUR25 million in 2023 and negative
EUR5 million in 2024 reflecting weaker earnings. The company has
hedged around 90% of its EUR350 million floating rate notes until
maturity, limiting the interest payment to around EUR45 million per
year.

The company's next maturities are its EUR65 million super senior
secured RCF, due in October 2025, and the EUR750 million senior
secured notes, due in April 2026.

STRUCTURAL CONSIDERATIONS

The EUR750 million sustainability linked senior secured notes are
rated B3 in line with the corporate family rating, in Moody's
waterfall analysis the notes rank behind the new EUR65 million
super senior revolving credit facility. Relative to the notes the
super senior RCF is fairly small, hence its existence in the
capital structure does not lead to a notching of the notes.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that credit metrics
will deteriorate in 2024 but improve by 2025 in line with the
requirements for the B3 rating. This includes debt/EBITDA
increasing to around 7.0x in 2024, up from 6.0x in 2023, and then
declining to below 6.5x by 2025. The stable outlook also takes into
account Moody's forecast that FCF will significantly improve in
2024, although it will remain negative by around EUR5 million due
to growth capex, resulting in no substantial deterioration in the
company's liquidity. The stable outlook also assumes no additional
dividend payment and that the company will address the refinancing
of its 2025 and 2026 maturities well ahead of their respective due
dates.

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

Moody's could consider downgrading Pfleiderer's rating if Moody's
adjusted debt/EBITDA would remain above 6.5x for a prolonged period
of time, EBITDA/Interest declines towards 1.5x or liquidity
deteriorates.

Moody's could consider upgrading Pfleiderer's rating if Moody's
adjusted debt/EBITDA would decline towards 5.5x, Moody's adjusted
FCF are positive on a sustained basis or if EBITDA/ interest
increases above 2.5x.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Paper and
Forest Products published in December 2021.

COMPANY PROFILE

Headquartered in Neumarkt, Germany, PCF GmbH (Pfleiderer) is an
intermediate holding company for a group of entities operating
under the Pfleiderer brand. Pfleiderer is one of the leading
European manufacturers of wood-based products and solutions, with
its origins dating back to 1894. The company generated EUR1.1
billion revenue in the last twelve months (LTM) ending June 2023,
and company adjusted EBITDA of EUR137 million in the same period.
Pfleiderer operates across two division: Engineered Wood Products
(83% of LTM revenue) and Silekol (23%).  PCF GmbH does not include
the former Panel East division, for which the parent company of PCF
GmbH is evaluating strategic options.


TELE COLUMBUS: Moody's Lowers CFR & Senior Secured Debt to Caa3
---------------------------------------------------------------
Moody's Investors Service has downgraded to Caa3 from Caa1 the
long-term corporate family rating of Tele Columbus AG, as well as
its probability of default rating to Caa3-PD from Caa1-PD.
Concurrently, Moody's has downgraded to Caa3 from Caa1 the
company's backed/unbacked senior secured debt instrument ratings.
The outlook remains negative.

"The downgrade of the ratings reflects the increased risk of
default, under Moody's definition, given the upcoming maturity of
its term loan A (TLA) due in October 2024, Tele Columbus'
unsustainable capital structure and weak liquidity profile," says
Agustin Alberti, a Moody's Vice President–Senior Analyst and lead
analyst for Tele Columbus.

"While the company remains in negotiations with lenders, a
successful agreement remains uncertain and will most likely be
dependent upon a sizeable equity injection from the shareholder,"
adds Mr. Alberti.

RATINGS RATIONALE

The downgrade of the ratings reflects the increased probability of
default, given the upcoming debt maturities and the unstainable
capital structure.

The company appointed new advisors over the summer and Moody's
acknowledges that a group of lenders has also appointed advisors in
order to seek a more sustainable capital structure, with the
potential of impairment losses for creditors in a restructuring
scenario, given the company's high leverage and funding needs to
execute its network modernisation plan.

Tele Columbus' has a weak liquidity profile, as the company needs
to get extra funding beyond 2023, due to a combination of high
interest expenses and high capex needs. The company has received
binding commitments for a total of EUR100 million provided by an
affiliate of its main shareholder (subject to certain termination
rights), which should provide the necessary funding to cover
anticipated liquidity requirements until the end of 2023. Given the
significant funding needs under the investment plan, the rating
agency considers that a material equity contribution will be
required to ensure the sustainability of the current capital
structure.

The company is upgrading its network, which should drive higher
market shares in broadband and B2B. As a result, Moody's forecasts
broadly stable revenues in 2023 and modest growth in 2024, as the
company would benefit from increased broadband customers and
associated revenues. In addition, the cost base will improve in
2023, as some one-off costs incurred in 2022 will phase out, and
therefore Moody's projects gross leverage to improve, but to remain
high at around 7.5x over the next 12-18 months.

Moody's acknowledges that current forecasts are subject to a degree
of uncertainty given that in recent years the revenue growth of the
Internet & Telephony segment has not been able to compensate the
decline in TV revenues. The decline might accelerate in the coming
quarters because of the transition from bulk to individual
contracts by July 2024, owing to a telecoms law approved in May
2021 by the German government.

The Caa3 rating reflects the increased probability of default,
under Moody's definition, given its unstainable capital structure
and weak liquidity; its relatively small scale; persistent
competition from other telecom and cable operators, especially for
housing association contracts; a declining legacy cable TV
business, exacerbated by recent regulatory changes and increasing
customer viewership of streaming TV platforms.

The rating also reflects the company's solid market position,
especially in its core eastern German regions; its long-standing
customer relationships with housing associations; the improvement
of the business profile coming from its ambitious capex plan to
upgrade its broadband network; and the support of its shareholder,
Kublai GmbH (Kublai), in executing the strategy, reflected in the
sizeable capital increase in 2021 and further committed equity
injection.

LIQUIDITY

Moody's considers that Tele Columbus has a very weak liquidity
position owing to a combination of (1) significant negative
Moody's-adjusted FCF (-EUR170 million estimated for 2023) due to
elevated capex and higher interest costs; (2) significant
refinancing needs with outstanding EUR462 million TLA due in
October 2024 and its EUR650 million backed senior secured bond
maturing in May 2025; and (3) a small cash balance of EUR34 million
as of June 2023.

Since June 2023, the company has received binding commitments for a
total of EUR100 million provided by an affiliate of its main
shareholder (subject to certain termination rights), which should
provide the necessary funding to cover anticipated liquidity
requirements until the end of 2023.  The company will need to
secure additional funding beyond 2023 to implement its investment
plan.

STRUCTURAL CONSIDERATIONS

The company's capital structure comprises an outstanding EUR462
million TLA, and a EUR650 million backed senior secured bond, both
rated Caa3, in line with the CFR.

The bond benefits from the same security and guarantee structure as
the TLA, and both instruments are secured against share pledges of
key operating subsidiaries and benefits from guarantees from
operating entities accounting for 80% of group EBITDA/90% of group
assets.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the increasing likelihood that Tele
Columbus' will pursue a restructuring of its debt over the coming
weeks or months, which could lead to some losses for the company's
creditors.

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

Upward pressure could develop if the company's addresses
successfully the refinancing of its upcoming maturities resulting
in a more sustainable capital structure; improves its liquidity
profile; and delivers a solid operating performance with
sustainable revenue and EBITDA growth.

Tele Columbus' rating could be downgraded if the company fails to
refinance its 2024 and 2025 debt maturities in the coming months;
if the liquidity profile does not improve; or if the company
pursues a debt restructuring resulting in higher losses for
creditors than those currently assumed in the current Caa3 rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pay TV
published in October 2021.

COMPANY PROFILE

Tele Columbus AG (Tele Columbus), based in Berlin, is the
second-largest German cable operator (by the number of homes
connected), with strong regional positions in eastern Germany and
active operations nationwide. In 2022, Tele Columbus reported
EUR447 million in revenue and EUR182 million in normalised EBITDA.




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I R E L A N D
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ARES EUROPEAN VI: S&P Raises Class F-R Notes Rating to 'B+(sf)'
---------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Ares European CLO
VI DAC's class B-1-R-R and B-2-R-R notes to 'AA+ (sf)' from 'AA
(sf)', class C-R-R notes to 'AA- (sf)' from 'A (sf)', class D-R-R
notes to 'A- (sf)' from 'BBB (sf)', class E-R notes to 'BB+ (sf)'
from 'BB (sf)', and class F-R notes to 'B+ (sf)' from 'B- (sf)'. We
also affirmed our 'AAA (sf)' rating on the class A-R-R notes.

Ares European CLO VI is a cash flow CLO transaction securitizing
leverage loans and is managed by Ares European Loan Management
LLP.

The rating actions follow the application of its relevant criteria
and our credit and cash flow analysis of the transaction based on
the September 2023 trustee report.

Since the transaction was reset in 2017:

-- The portfolio's credit quality has improved significantly.

-- Despite the CLO entering its amortization phase more than two
years ago (April 2021), there has been very little deleveraging.

-- The portfolio's weighted-average life has decreased to 3.33
years from 4.27 years.

-- The percentage of 'CCC' rated assets has decreased to 4.32%
from 5.66%.

As a result of the improvement in credit quality (mainly due to its
lower weighted-average life), the portfolio's scenario default
rates (SDRs) have decreased for all rating scenarios.

  Table 1

  Transaction key metrics

                              AS OF AUGUST 2023
                                      (BASED ON
                                  THE SEPTEMBER        AT 2021
                                 TRUSTEE REPORT)   REFINANCING

  SPWARF                              2476.53         2869.90

  Default rate dispersion              820.39           614.3

  Weighted-average life (years)          3.33            4.27

  Obligor diversity measure            100.47          120.10

  Industry diversity measure            23.65           25.53

  Regional diversity measure             1.27            1.27

  Total collateral amount (mil. EUR)*  330.30          344.00

  Defaulted assets (mil. EUR)               0            3.81

  Number of performing obligors           137             164

  Portfolio weighted-average rating         B               B

  'AAA' SDR (%)                         51.90           60.96

  'AAA' WARR (%)                        37.90           37.28

*Performing assets plus cash and expected recoveries on defaulted
assets.
SPWARF--S&P Global Ratings' weighted-average rating factor.
SDR--Scenario default rate.
WARR--Weighted-average recovery rate.

On the cash flow side:

-- The reinvestment period ended in April 2021. The class A notes
deleveraged by less than EUR4 million since then.

-- No class of notes defers interest.

-- All coverage tests are passing as of the September 2023 trustee
report.

  Table 2

Credit analysis results

                          CURRENT CREDIT
                          ENHANCEMENT (%)             
              CURRENT      (BASED ON THE              CREDIT
               AMOUNT          SEPTEMBER      ENHANCEMENT AT
  CLASS     (MIL. EUR)     TRUSTEE REPORT)    REFINANCING (%)

  A-R-R       204.496          40.73            39.49

  B-1-R-R      39.250          27.90            26.63

  B-2-R-R        5.00          27.90            26.63
           
  C-R-R        21.700          21.61            20.32

  D-R-R        17.300          16.60            15.29

  E-R          20.400          10.69             9.36

  F-R           4.700           9.32             7.99

Credit enhancement = [Performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)] / [Performing balance +
cash balance + recovery on defaulted obligations (if any)].

In S&P's view, the portfolio is diversified across obligors,
industries, and asset characteristics.

S&P said, "Based on the improved SDRs (driven by the portfolio's
lower weighted-average life), we raised our ratings on the class
B-1-R-R, B-2-R-R, C-R-R, D-R-R, E-R, and F-R notes as the available
credit enhancement is now commensurate with higher stress levels.
At the same time, we affirmed our rating on the class A notes.

"Our cash flow analysis indicated higher ratings than those
currently assigned for all classes of notes except for the class
A-R-R and E-R notes. Although the reinvestment period ended in
April 2021, the transaction has continued to reinvest, and there
has been a slight build-up in credit enhancement, which we
considered in our analysis. Such reinvestments rather than
repayment of the liabilities may prolong the note repayment profile
for the most senior class of notes. We also considered the
considerable portion of senior notes outstanding and current
macroeconomic conditions.

"In our view, the portfolio is granular, and well-diversified
across obligors, industries, and asset characteristics compared
with other CLO transactions we recently rated. Hence, we have not
performed any additional sensitivity analysis."

Counterparty, operational, and legal risks are adequately mitigated
in line with our criteria.

S&P said, "Following the application of our structured finance
sovereign risk criteria, we consider the transaction's exposure to
country risk to be limited at the assigned ratings, as the exposure
to individual sovereigns does not exceed the diversification
thresholds outlined in our criteria."


BIO MARINE: Seeks High Court Protection Amid Rescue Efforts
-----------------------------------------------------------
Aodhan O'Faolain at The Irish Times reports that a Co
Monaghan-based marine biotech company has applied to the High Court
seeking protection from its creditors while it attempts to finalise
a rescue plan that would ensure its survival.

According to The Irish Times, the application has been brought on
behalf of Bio Marine Ingredients Ireland Ltd, which employs eight
staff.

The company, based at Lough Eglish, Castleblaney, makes ingredients
from fish for human and animal foods.  It is hoped the company can
survive if certain proposals can be agreed with its creditors.

The firm got into difficulty due to factors including higher than
expected research and development costs, potential customers taking
longer than expected to accept its products, and the
underperformance of a contract with a Korean supplier due to the
impact of Covid-19, The Irish Times discloses.

Arising out of its insolvency, the firm entered the Small Company
Administrative Rescue Process (SCARP), which is designed to help
insolvent smaller businesses to reorganise in a cost-effective way,
The Irish Times relates.

For the SCARP to succeed, the company has asked the court to put a
temporary halt on all legal actions brought against it by its
creditors, The Irish Times notes.

On Oct. 25, Arthur Cunningham, instructed by solicitor Graham Kenny
of Eversheds Sutherland, for the company, told Mr. Justice Mark
Sanfey that six creditors have threatened the firm with either
legal or enforcement proceedings, The Irish Times relays.

The creditors, who between them claim they are owed more than
EUR400,000 by the firm, include its landlord Americold Ltd, Bord
Gais Energy and various service providers, The Irish Times states.

Unlike the examinership process, counsel said, companies that enter
the SCARP do not automatically obtain protection from their
creditors while it is underway, The Irish Times notes.

To get such protection, counsel said, firms must make a court
application, under the Companies Act, for orders preventing
creditors from bringing proceedings over the debts during the
rescue period, The Irish Times relates.

Counsel said insolvency practitioner Declan de Lacy has been
appointed as the company's process adviser, The Irish Times
recounts.  Mr. de Lacy has found that the company has a good
prospect of survival, counsel said, The Irish Times notes.

Mr Justice Sanfey, on an ex parte basis, granted the company
permission to serve short notice of the application on the firm's
creditors, The Irish Times discloses.

The matter will return before the High Court next week, according
to The Irish Times.


MERRION SQUARE 2023-1: Fitch Assigns Final BB-sf Rating on F Debts
------------------------------------------------------------------
Fitch Ratings has assigned Merrion Square Residential 2023-1 DAC
(MS 23-1) final ratings.

   Entity/Debt            Rating             Prior
   -----------            ------             -----
Merrion Square
Residential
2023-1 DAC

   A XS2647846463      LT   AAAsf   New Rating   AAA(EXP)sf
   B XS2647846976      LT   AA+sf   New Rating   AA+(EXP)sf
   C XS2647847198      LT   Asf     New Rating   A(EXP)sf
   D XS2647847354      LT   BBB+sf  New Rating   BBB+(EXP)sf
   E XS2647847438      LT   BB+sf   New Rating   BB+(EXP)sf
   F XS2647847602      LT   BB-sf   New Rating   BB-(EXP)sf
   RFN XS2647849723    LT   NRsf    New Rating   NR(EXP)sf
   X XS2647850226      LT   NRsf    New Rating   NR(EXP)sf
   Z1 XS2647849996     LT   NRsf    New Rating   NR(EXP)sf
   Z2 XS2647850143     LT   NRsf    New Rating   NR(EXP)sf

TRANSACTION SUMMARY

MS 23-1 is a securitisation of first-lien Irish residential and
commercial mortgage assets originated predominantly between 2005
and 2008 by several lenders. Of the loans, 55.4% by current balance
consist of owner-occupied (OO) loans, 29.1% buy-to-let and 15.5% of
small and medium-sized enterprise (SME) loans. The pool was
previously securitised across Shamrock 2021-1 DAC and Strandhill
RMBS DAC, neither of which Fitch rated.

KEY RATING DRIVERS

Restructured Loan Portfolio: The portfolio contains a high
proportion of loans subject to forbearance and restructuring
arrangements (40.6%) as well as historical performance worse than
the market average since 2014, particularly the OO assets. This led
Fitch to apply an originator adjustment of 1.3x to reflect
potential performance variation not already captured in the 'Bsf'
weighted average (WA) foreclosure frequency (FF). As a result of
applying higher 'Bsf' FF assumptions, Fitch applied lower stress
multiples to ensure FF assumptions at higher rating levels were not
overstated and remain stable throughout the life of the
transaction.

Borrowers in the pool have an average pay rate of over 100% of the
monthly payment due since 2014. Borrowers that have undergone
restructuring have had an average pay rate less than 100% since
2014, although pay rates in the last 12 months have been over
102%.

SME Loans Criteria Variation: The pool contains 15.5% (by current
balance) of SME loans backed by either land or commercial
properties. These are granular small balances loans that are mostly
agricultural loans to farmers (8.5%) and small businesses (6.9%),
with an average balance lower than for the residential sub-pools.
The valuations for these loans are subject to commercial
market-value decline assumptions as stated in the European RMBS
Rating Criteria, and no indexation benefit was applied to the SME
loans.

Fitch determined the WAFF for the SME sub-pool of the portfolio
based on historical performance data. In addition, Fitch assessed
the impact of subsidies supporting the performance of the
agricultural loans in line with its SME Balance Sheet
Securitisation Rating Criteria. The determination of the WAFF for
the SME sub-pool represents a variation to the European RMBS Rating
Criteria and SME Balance Sheet Securitisation Rating Criteria.

Interest Deferrals Expected: Fitch expects the class C to F notes
to experience interest deferrals. The class C and D notes have
model-implied-ratings in the 'Asf' and 'BBBsf' rating categories,
and therefore in its expected scenario, Fitch assessed the
projected deferrals in line with the Global Structured Finance
Rating Criteria. Fitch concluded the expected deferrals for the
class C and D notes were compatible with 'Asf' and 'BBBsf' category
ratings.

The class C to F notes pay interest (and principal) on an ultimate
basis and any deferrals unpaid prior to maturity will not be an
event of default.

Property Valuations Criteria Variation: The original valuations
were only available for 1,663 properties; around 35.4% by property
count. Updated valuations were provided for 3,985 properties (of
which 1,068 had both original and updated valuations), which were
either desktop or drive-by valuations undertaken between 2015-2019.
Where an updated valuation was used (only in the absence of an
original valuation) Fitch applied a 5% haircut to the valuation
amount. This is a criteria variation from the European RMBS Rating
Criteria.

Predominantly Floating-Rate Loans, Partially Hedged: Of the loans
in the portfolio, 40.6% track the European Central Bank (ECB) base
rate with a WA margin of 1.0% and 33.7% track a Euribor-linked rate
with a WA margin of 2.1%. There will be no swap to hedge the
mismatch between the ECB tracker-linked assets and the
Euribor-based notes, exposing the transaction to potential basis
risk. For the ECB-linked loans, Fitch stressed the transaction cash
flows for this mismatch in line with its criteria.

Minimum SVR Modelled: The rest of the floating-rate loans are on a
standard variable rate (SVR, 20.2% of the portfolio balance). The
SVR loans will have a minimum documented all-in rate of one-month
Euribor plus 2.5%, which largely mitigates the mismatch with the
notes. Consequently, Fitch treated these loans as Euribor-linked
loans in the rating analysis. Fixed-rate loans are limited to 5.5%
of the pool, of which 4.9% are fixed for life.

An interest rate cap will be in place to partially hedge the
transaction against rising interest rates.

RATING SENSITIVITIES

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

The transaction's performance may be affected by changes in market
conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce credit enhancement
(CE) available to the notes

In addition, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes susceptible to
negative rating action depending on the extent of the decline in
recoveries. Fitch found that a 15% increase in the WAFF and a 15%
decrease in the WA recovery rate (RR) indicate downgrades of up to
three notches for all classes of notes.

A downgrade of the European Union's rating (AAA/Stable/F1+) may
also affect the notes' ratings given the reliance on subsidies
supporting SME loan performance in the portfolio. Fitch tested a
sensitivity whereby a 100% WAFF was assumed for the SME loans in
ratings above 'A+sf' (a scenario where the European Union's rating
was downgraded by up to four notches), which led to a model-implied
two-notch downgrade of the class A and B notes.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and upgrades. Fitch
found a decrease in the WAFF of 15% and an increase in the WARR of
15% indicate upgrades of up to four notches for the class E and F
notes.

CRITERIA VARIATION

For desktop and drive-by valuations, Fitch applied a 5% haircut to
the valuation amount, which is a criteria variation from the
European RMBS Rating Criteria.

Fitch determined the WAFF for the SME sub-pool of the portfolio
based on historical performance data. The determination of the WAFF
for the SME sub-pool represents a variation to the European RMBS
Rating Criteria and SME Balance Sheet Securitisation Rating
Criteria.

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

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by KPMG LLP. The third-party due diligence described in
Form 15E focused on the data provided in the loan pool tape against
the original loan files. Fitch considered this information in its
analysis and it did not have an effect on Fitch's analysis or
conclusions.

DATA ADEQUACY

Merrion Square Residential 2023-1 DAC

Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.

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

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.


MERRION SQUARE 2023-1: S&P Assigns B (sf) Rating on Class F Notes
-----------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Merrion Square
Residential 2023-1 DAC's (Merrion 2023-1) class A to F-Dfrd Irish
RMBS notes.

Merrion 2023-1 is a static RMBS transaction securitizing a
portfolio of loans comprising owner-occupied, buy-to-let (BTL),
commercial assets, and land assets, secured over properties in
Ireland.

The securitization comprises three purchased portfolios, Nore
(42.0% of the pool), Strandhill (31.8%), and Monaco (26.2%). Each
of these sub-portfolios were previously securitized in RMBS loan
transactions.

The portfolio aggregates assets from eight Irish originators.
Ulster Bank Ireland DAC, Danske Bank A/S, and Stepstone Mortgages
Funding DAC originated the loans in the Nore sub-pool. Agricultural
Credit Corporation Loan Management (ACCLM) originated the loans in
the Strandhill sub-pool. Permanent TSB PLC, Bank of Scotland
(Ireland) Ltd., Start Mortgages DAC, and NUA Mortgages Ltd.
originated the loans in the Monaco sub-pool.

S&P said, "Of the loan pool, we calculate 20.4% of loans in
arrears, with 14.3% in severe arrears (90+ day arrears). The
portfolio's residential portion has 21.6% of reperforming loans.
The assets are well-seasoned, with most originated between 2004 and
2008.

"We consider the pool as higher risk than a fully residential
portfolio given there are small commercial and agricultural land
loans in the portfolio. This is particularly reflected in the loss
severity in the analysis.

"Our rating on the class A notes addresses the timely payment of
interest and the ultimate payment of principal. Our ratings on the
class B-Dfrd to F-Dfrd notes address the ultimate payment of
interest and principal." The class B-Dfrd to F-Dfrd notes can
continue to defer interest even when they become the most senior
class outstanding. Interest accrues on any deferred interest
amounts at the respective note rate.

A liquidity reserve fund supports the timely payment of interest on
the class A and B-Dfrd notes. This was fully funded at closing to
its required level of 2.0% of the classes' balances. Furthermore,
the issuer can use principal to cover certain senior items. A
non-liquidity reserve fund supports the class B-Dfrd to F-Dfrd
notes. This is available to cover any interest shortfalls and
principal deficiency ledger (PDL) amounts outstanding.

Start Mortgages DAC (Start Mortgages) and Pepper Finance Corp.
(Ireland) DAC (Pepper), the administrators, are the servicers. In
addition, the issuer administration consultant, Hudson Advisors
Ireland DAC, helps devise the mandate for special servicing, which
Start Mortgages is implementing.

At closing, the issuer used the issuance proceeds to purchase the
beneficial interest in the mortgage loans from the seller. The
issuer grants security over all its assets in the security
trustee's favor. S&P considers the issuer to be bankruptcy remote
under our legal criteria.

S&P said, "Under our operational risk criteria, we have considered
the administrators and issuer administration consultant as
performance key transaction parties. Under our criteria,
operational, sovereign, or counterparty risks do not constrain our
ratings. The documented replacement triggers and collateral posting
framework under the cap agreement support a maximum rating of 'AAA'
under our counterparty risk criteria."

  Ratings

  CLASS     RATING     CLASS SIZE (%)

  A         AAA (sf)     75.49

  B-Dfrd    AA+ (sf)      3.49

  C-Dfrd    A+ (sf)       5.25

  D-Dfrd    BBB+ (sf)     2.26

  E-Dfrd    BB+ (sf)      2.50

  F-Dfrd    B (sf)        1.26

  RFN       NR            2.00

  Z1        NR            4.49

  Z2        NR            5.25

  X         NR            N/A

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




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

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

KEY RATING DRIVERS

Niche Franchise Drives Ratings: illimity's ratings reflect its
specialised business model and niche franchise, which are
nonetheless allowing it to expand rapidly and generate satisfactory
profitability within a controlled risk appetite. The ratings also
reflect adequate buffers above capital requirements, but are
constrained by illimity's small size and price-sensitive deposit
base.

Small Franchise, Competitive Advantages: Fitch's assessment of
illimity's business profile primarily reflects the bank's still
limited franchise. It also considers illimity's highly-specialised
business model focusing on SME financing and non-performing loan
(NPL) investing and servicing. However, Fitch believes that
illimity has some clear competitive advantages, and that mixing
cyclical SME lending with anti-cyclical NPL investing could support
through-the-cycle profitability.

Inherently High-Risk Profile: illimity has above-average appetite
and exposure to higher-risk asset classes. However, its risk
framework adequately mitigates risks, as controls are
comprehensive, underwriting standards prudent, and tools more
sophisticated than similarly-sized banks.

Guarantees Benefit Asset Quality: illimity's organic impaired loan
ratio (excluding legacy exposures) increased to 4.7% at end-June
2023 (end-2022: 1.4%) due to the deterioration of a few large
tickets that are undergoing restructuring. Asset quality
deterioration was broadly in line with expectations and illimity's
ageing loan book. However, this is mitigated by 55% of loans to
SMEs being assisted by public guarantees or credit insurance. Once
excluding guaranteed exposures, the gross organic impaired loan
ratio reduces to a moderate 1.3%.

Good NPL Collections: Consistent NPL collections and the heavy
discount at which illimity purchases NPLs benefit its assessment of
the bank's asset quality, as they allow the bank to extract
significant value from NPLs. A domestic economic slowdown could
benefit illimity's NPL activities through higher business volumes,
potentially offsetting weaker or slower recoveries.

Satisfactory Profitability Despite Headwinds: Operating
profit/risk-weighted assets (RWAs) fell to 1.3% in 1H23 (2022:
2.3%) primarily because of lower profits from closed distress
credit positions amid a soft NPL market in Italy. Nonetheless,
profitability remains satisfactory, supported by a broadly stable
net interest margin, good cost control and manageable organic loan
impairment charges. The EUR54 million revenue from the partnership
with Engineering is excluded from its operating profit/RWAs
calculation, as Fitch deems it a one-off item.

Improving Profitability Prospects: Fitch expects operating
profit/RWAs to rebound above 2% of RWAs in 2024 and to improve
further in 2025, as continued business expansion in SME lending
should allow illimity to achieve economies of scale and improve its
earnings diversification and predictability. However, downside
risks remain, especially if lending growth proves difficult to
achieve amid a slowing domestic economy, or if asset quality
deteriorates more than Fitch currently expects.

Adequate Capital Buffers Mitigate Risks: illimity's common equity
Tier 1 (CET1) ratio of 15.4% at end-June 2023 had adequate buffers
over regulatory requirements. Its assessment of capital remains
constrained by illimity's exposure to higher-risk lending segments.
However, this is mitigated by its expectation that illimity will
manage capital carefully to avoid operating with a CET1 ratio
materially and sustainably below its 15% business plan target.

Price-Sensitive, Deposit-Based Funding: illimity's funding is
primarily based on deposits collected online by offering
above-average interest rates, which, unlike most domestic
traditional commercial banks, has prevented the bank from
benefiting from higher interest rates. Deposits continue to grow
but at a slower pace than loans, leading to an increase in the
loans/deposits ratio. However, illimity's liquidity remains
adequate, due to increased diversification towards secured and
unsecured wholesale funding sources.

RATING SENSITIVITIES

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

The ratings could be downgraded if the operating profit/RWAs ratio
falls below 0.25% on a sustained basis due to illimity's inability
to continue growing across its main business lines, rising loan
impairment charges or shrinking lending margins.

The ratings could also be downgraded if pressures on asset quality
materialise, resulting in an organic impaired loan ratio
structurally above 10%, if the profitability of the NPL purchasing
business deteriorates materially, or if Fitch believes that
business growth is compromising underwriting discipline or
pressurising solvency and liquidity more than currently envisaged.
This could for instance translate into the CET1 ratio dropping
below 13% without being accompanied by sufficient internal capital
generation.

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

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

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

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

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

DEPOSITS

The 'BB' long-term deposit rating is one notch above the Long-Term
IDR to reflect the protection provided by the large buffer of more
junior debt, which exceed the 10% of RWAs required by its criteria
to assign an uplift for banks not subject to resolution buffer
requirements in jurisdictions with full depositor preference. Fitch
expects buffers to be maintained despite the expected growth in
RWAs, as illimity plans to issue EUR1.3 billion of SP debt by
end-2025.

SENIOR PREFERRED DEBT

illimity's senior preferred debt is rated in line with the bank's
Long-Term IDR to reflect the large buffer of total debt and the
expectation that this buffer will be maintained as per the bank's
funding plan. The short-term deposit rating of 'B' is in line with
the bank's 'BB' long-term deposit rating under Fitch's rating
correspondence table.

SUBORDINATED DEBT

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

GOVERNMENT SUPPORT RATING (GSR)

illimity's GSR of 'no support' reflects Fitch's view that senior
creditors cannot rely on receiving full extraordinary support from
the sovereign in the event that the bank becomes nonviable. The
EU's Bank Recovery and Resolution Directive and the Single
Resolution Mechanism for eurozone banks provide a framework for
resolving banks that requires senior creditors participating in
losses, if necessary, instead of, or ahead of, a bank receiving
sovereign support. In addition, Fitch's assessment of support
reflects the bank's still very limited domestic retail deposit
market share and specialised lending franchises.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

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

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

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

VR ADJUSTMENTS

The operating environment score of 'bbb' is below the 'a' implied
category score due to the following adjustment reason: sovereign
rating (negative).

The asset quality score of 'bb-' has been assigned above the 'b &
below' implied category score due to the following adjustment
reasons: collateral and reserves (positive), loan classification
policies (positive).

The capitalisation & leverage score of 'bb-' has been assigned
below the 'bbb' implied category score due to the following
adjustment reason: risk profile and business model (negative).

The funding & liquidity score of 'bb-' has been assigned below the
'bbb' implied category score due to the following adjustment
reason: deposit structure (negative).

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3'. This
means ESG issues are credit neutral or have only a minimal credit
impact on the entity, either due to their nature or the way in
which they are being managed by the entity. Fitch's ESG Relevance
Scores are not inputs in the rating process; they are an
observation of the materiality and relevance of ESG factors in the
rating decision.

   Entity/Debt                      Rating          Prior
   -----------                      ------          -----
illimity Bank
S.p.A.            LT IDR             BB- Affirmed   BB-
                  ST IDR             B   Affirmed   B
                  Viability          bb- Affirmed   bb-
                  Government Support ns  Affirmed   ns

   Subordinated   LT                 B   Affirmed   B

   long-term
   deposits       LT                 BB  Affirmed   BB

   Senior
   preferred      LT                 BB- Affirmed   BB-

   short-term
   deposits       ST                 B   Affirmed   B


TWENTY-TWO SRL: S&P Assigns BB+ Rating on Class E-Dfrd Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Asset-Backed
European Securitisation Transaction Twenty-Two Srl (ABEST 22)'s
asset-backed floating-rate class A, B-Dfrd, C-Dfrd, D-Dfrd, and
E-Dfrd notes. At closing, ABEST 22 also issued unrated class M-Dfrd
notes.

The underlying collateral comprises Italian loan receivables for
new and used cars. CA Auto Bank S.p.A. (CAAB) originated and
granted the loans to its private and commercial customers. The
loans do not feature balloon payments.

The transaction is static (the issuer will not purchase subsequent
collateral) and the notes will start to repay sequentially from the
first payment date.

The transaction has separate interest and principal waterfalls. The
interest waterfall features a principal shortfall mechanism, by
which the issuer can use excess spread to cure defaults.

The transaction features an amortizing cash reserve that provides
liquidity support to all the rated notes. In addition, the issuer
is able to use principal proceeds to cure interest shortfalls for
all the rated classes of notes.

The assets pay a monthly fixed interest rate, and the class A notes
pay one-month Euro Interbank Offered Rate (EURIBOR) plus a
class-specific margin subject to a floor of zero. The other classes
pay a fixed interest rate. The class A notes benefit from an
interest rate swap, which, in our opinion, mitigate the risk of
potential interest rate mismatches between the fixed-rate assets
and floating-rate liabilities.

S&P said, "Our rating on the class A notes addresses the timely
payment of interest. Our ratings on the other classes instead
address the ultimate payment of interest until each class becomes
the most senior class outstanding, and timely payment of interest
from that moment. For all the rated notes. our ratings address the
ultimate payment of principal by legal final maturity.

"The class C-Dfrd notes can withstand our stresses at a higher
rating than that assigned. However, our structured finance
sovereign risk criteria constrain our rating on the class C-Dfrd
notes at the unsolicited long-term sovereign rating on Italy
('BBB') as they are not able to withstand our 'A' stresses. We
assigned a 'BBB (sf)' rating to the class C-Dfrd notes.

"The class D-Dfrd notes are able to withstand our stresses at the
'BBB' rating level. However, we assigned a rating that is one notch
lower to account for the lower credit enhancement and lower
position in the capital structure compared with the class C-Dfrd
notes. In addition, our sensitivity analysis shows that the class
D-Dfrd notes are more vulnerable to a deterioration in performance
compared with the class C-Dfrd notes.

"We consider the transaction's resilience in case of additional
stresses to some key variables, in particular defaults and
recoveries to determine our forward-looking view.

"In our view, the ability of the borrowers to repay their auto
loans will be highly correlated to macroeconomic conditions,
particularly the unemployment rate and, to a lesser extent,
consumer price inflation and interest rates. Our forecast on
unemployment rates for Italy is about 8%, and our forecast for
inflation is to decrease to close to 2% by the end of 2024.

"We therefore ran eight scenarios with increased gross defaults
and/or reduced expected recoveries. The results of the sensitivity
analysis are in line with the credit stability considerations in
our rating definitions.

"Our operational and counterparty risk criteria do not cap our
ratings in this transaction."

  Ratings

  CLASS     RATING*     AMOUNT (MIL. EUR)

  A         AA (sf)      1,233.1

  B-Dfrd    A (sf)          79.3

  C-Dfrd    BBB (sf)        64.9

  D-Dfrd    BBB- (sf)       28.9

  E-Dfrd    BB+ (sf)        14.4

  M-Dfrd    NR              43.0

*S&P's rating on the class A notes addresses the timely payment of
interest and ultimate payment of principal, while its ratings on
the other classes address the ultimate payment of interest until
they become the most senior class of notes, and timely payment of
interest afterward. Payment of principal is no later than the legal
final maturity date.
NR--Not rated.
N/A--Not applicable.




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

NOMAD LIFE: S&P Affirms 'BB+' LongTerm ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit and
insurer financial strength ratings on Kazakhstan-based Life
Insurance Co. Nomad Life JSC. The outlook is stable. S&P also
affirmed its 'kzAA' Kazakhstan national scale rating on the
company.

S&P said, "The affirmation captures our view that Nomad Life has
taken effective measures to gradually restore and sustain its
capitalization, calculated under our capital model. The decrease in
capital level was due to last year's higher-than-expected dividend
pay-out, the volatility in the financial markets, and swings in top
line. Furthermore, we expect the life insurer's earnings to improve
over the next 12-18 months, which will sustain growth and
strengthen the capital base.

"In our forecast of Nomad Life's capital adequacy, we project
dividends will be close to 60% of net income in 2023-2024.
According to our capital model, the company's risk-based capital
was below the 'BBB' confidence level in 2022 mainly due to slower
top-line growth and more aggressive dividend pay-outs. We expect
Nomad Life's capital adequacy will improve gradually to the 'A'
range, supported by expected solid profitability in 2023-2024.
Nomad Life's regulatory capital solvency has remained resilient,
standing at 1.8x at Oct. 1, 2023. We forecast that the company will
support its solvency level via internal capital generation,
sustaining solvency coverage close to 2.0x-2.2x in the next two
years (compared with the minimum required level is 1.0x).

Rapid gross premium written (GPW) growth of close to 38% in
third-quarter 2023 did not compromise Nomad Life's profitability,
which has been positive over the past three years. The company
reported robust bottom-line results, which is stronger than its
five-year average, benefiting from stronger technical performance,
investment returns, and some foreign-exchange gains. In S&P's
base-case scenario for 2023-2024, it expects Nomad Life will report
average annual net profit of KZT25 billion-KZT27 billion, a return
on equity (ROE) of more than 50%, and a return on assets (ROA) of
8%. These figures are above our expectations for the life insurance
sector in Kazakhstan (ROE of 30%-35% and ROA of 6%-7%). In our
view, Nomad Life could pay a dividend of up to 60% of net income in
2023-2024 without undermining its capital adequacy, both under S&P
Global Ratings' criteria and that of the statutory criteria. S&P
expects that Nomad Life's investment yield will be close to 11% to
meet its obligations under insurance policies.

S&P also views positively that the company has maintained a prudent
investment strategy, with its portfolio having an average credit
quality in its 'BBB' category.

Nomad Life boasts a sound market position, solid distribution ties,
and a well-known brand name. It is Kazakhstan's second-largest life
insurer, with a 24% market share based on GPW, including
unit-linked products, at Oct. 1, 2023. The company has
significantly expanded its book of business in the past five years,
increasing 19% on average annually. Most of the company's premium
comes from its annuities and voluntary life insurance products,
comprising slightly above 80% of its book of business, which we
expect it will sustain.

S&P said, "The stable outlook reflects our expectation that, during
the next 12 months, Nomad Life will uphold its well-established
position in the Kazakhstan life insurance market, while maintaining
strong profitability metrics. In addition, we expect that Nomad
Life will preserve its capital base and adequacy at a strong level
thanks to a moderated dividend policy."

S&P could consider a negative rating action over the next 12 months
if Nomad Life's:

-- Operating performance appears weaker than expected, leading to
a material deterioration of earnings; or the capital position
becomes volatile, contrary to its expectations, and capital
adequacy measured by our capital model weakens to below the strong
category.

-- Capital management approach becomes volatile, in S&P's view,
for a prolonged time, which might put place the capital adequacy
under pronounced strain.

An upgrade is possible over the next 12 months if Nomad Life
strengthens its capital adequacy sustainably and in excess of its
base case and executes further asset de-risking to higher-quality
bond investments on the back of rapid profitable business
expansion.


SAMRUK-ENERGY JSC: Fitch Affirms 'BB+' Foreign Currency IDR
-----------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based JSC Samruk-Energy's
Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB+'.
The Outlook is Stable.

The affirmation reflects continued application of 'top-down minus
two' notch approach from Kazakhstan's rating (BBB/Stable) under
Fitch's Government-Related Entities (GRE) Rating Criteria. Fitch
has revised the company's Standalone Credit Profile (SCP) down to
'b+' from 'bb-' and simultaneously improved the government support
score by revising the Support Track Record factor to 'Very Strong'
from 'Strong'. Overall, the rating construction is unchanged.

Fitch's rating case now includes Samruk-Energy's upcoming
gasification projects in Almaty region. These projects require high
capex, which will be debt-funded, increasing leverage and weakening
the SCP. This is offset by stronger state support in the form of
state guarantees for the projects' debt, equity injections and
asset contributions. Fitch expects a positive operational
performance for the business.

KEY RATING DRIVERS

Debt-Funded Capex Increase: Samruk-Energy's updated investment
programme assumes capex of almost KZT2 trillion (USD4.2 billion) in
2023-2028, which is well above previous plans. The largest project
is related to the gasification of Almaty Power Stations and
includes the construction of gas-fired units of around 1GW, or
around 20% of the company's installed capacity, over 2023-2027,
substituting coal-fired generation.

Other major projects considered in the Fitch case include
modernisation of units at Ekibastuz GRES-1, reconstruction of cable
networks in Almaty region and construction of renewable assets. The
company expects the majority of the investment programme to be debt
funded, and has secured funding for most projects.

Weaker SCP: The revision of the SCP to 'b+' from 'bb-' reflects the
weakening of the company's financial profile, with funds from
operations (FFO) leverage averaging 4.6x over 2023-2027, compared
with around 3x before the inclusion of gasification projects in its
forecasts. It also reflects significantly negative free cash flow
(FCF), averaging around KZT180 billion a year over 2023-2027,
compared with positive FCF of KZT13 billion a year over 2019-2022.
If gasification projects are implemented on time, Fitch would
expect deleveraging from 2027 when new power units start receiving
high contracted capacity market payments. However, Fitch may
revises the SCP down if leverage goes beyond its current
expectations, for example, due to much higher capex, material
delays or lower than expected returns.

'Very Strong' Support Track Record: Fitch has revised the Support
Track Record to 'Very Strong' as the state has committed to provide
guarantees for Samruk-Energy's debt to fund gasification projects,
leading to an average 40% share of total debt to be guaranteed over
2024-2027. The state will also provide equity injections to fund
these projects of around KZT70 billion over 2023-2025. Another form
of support is the state's decision to make a free transfer of two
hydro power plants (HPPs) to Samruk-Energy in 2023. Fitch expects
these HPPs to contribute 7% of total EBITDA starting from 2024.

The government injected KZT232 billion into the company over
2009-2016, lowered interest rates on its KZT100 billion loan to
Samruk-Energy to 1% in 2015 from 9%, and reimbursed Samruk-Energy's
liability to Samsung C&T after the latter exercised its exit option
in the Balkhash TPP project.

Strong State Links, Incentive to Support: Fitch continues to view
status, ownership and control as 'Strong' due to 100% government
ownership through Sovereign Wealth Fund Samruk-Kazyna JSC
(BBB/Stable). The socio-political implications of a default are
'Moderate', as Fitch believes that private-sector entities or other
GREs could substitute the company with only minor or temporary
disruption, and because of its view that most of the operations
within its subsidiaries would likely continue following a default
of the company.

The presence of multilateral lenders, including international
financial institutions, may have a significant impact on the parent
and other GREs, as reflected in its 'Strong' assessment of the
financial implications of a default.

Emerging Regulation: Tariffs for generation, distribution and
supply segment are regulated in Kazakhstan. The regulatory
framework generally allows for recovery of the companies' costs and
investments. However, tariffs are subject to frequent revisions and
are vulnerable to regulatory interference for social reasons. This
results in utilities' cash flows being less stable than in markets
with more established regulation.

Healthy Tariffs Growth: Electricity generation tariffs are approved
until 2025. From July 2023, electricity generation tariffs were
increased by 29% for Ekibastuz GRES-1 and by 25% for Almaty Power
Stations, key opcos of the group. These will remain flat thereafter
until 2025, albeit interim revisions are always possible. For the
distribution network in Almaty region (11% of EBITDA in 2022),
tariffs were approved with an average 14% increase a year over
2023-2025, to fund the capex programme.

Healthy Investment Tariffs Benefit EBITDA: The company's investment
agreements lock in approved investment tariffs for Shardara, Moinak
HPPs and partially Almaty Power Stations, which have been agreed at
KZT2.5 million-KZT3.9 million per MW per month. This is 4x-7x
higher than the market capacity tariff of KZT0.6 million per MW per
month. Fitch forecasts capacity sales to provide over 40% of EBITDA
from 2027 once gasification projects are completed, up from an
average 20% of EBITDA over 2023-2026, enhancing cash flows
visibility.

Flat Tariffs from Existing Assets: For existing assets, market
capacity sales cover the company's fixed costs and do not have
volume risk. The market tariff for capacity has been flat since the
launch of the new market in 2019. Capacity tariff indexation would
present an upside to its rating case.

DERIVATION SUMMARY

Along with Samruk-Energy, Kazakhstan Electricity Grid Operating
Company's (KEGOC, BBB-/Stable, SCP: bb+) and Uzbekistan's Thermal
Power Plants Joint Stock Company (BB-/Stable; SCP: b-) are also
rated under the GRE criteria. Samruk-Energy has an SCP of 'b+' and
is rated two notches below the Kazakhstan sovereign, while KEGOC,
with its 'bb+' SCP is rated one notch below the sovereign. KEGOC's
stronger SCP compared with Samruk-Energy reflects its lower
business risk profile and stronger leverage. The stronger ties of
Thermal Power Plants with the state of Uzbekistan than that of
Kazakhstan-based GREs lead to the rating being equalised with
Uzbekistan.

The wider peer group includes Energo-Pro a.s. (BB-/Stable), whose
rating reflect high share of regulated activities and supportive
regulatory regimes, but also expected re-leveraging, high cash-flow
volatility and FX mismatch. Samruk-Energy's peer group also
includes Turkish-based renewable generators Zorlu Yenilenebilir
Enerji Anonim Sirketi (B-/Stable) and Aydem Yenilenebilir Enerji
Anonim Sirketi (B/Stable), which are both facing gradually
increasing merchant risk and FX exposure, with a limited size and
relatively high leverage.

KEY ASSUMPTIONS

- GDP growth of 4%-5% and CPI of 8%-15% over 2023-2027

- Electricity generation tariffs to increase from July 2023 as
approved by the regulator, with below-inflation growth in
2024-2027

- Electricity distribution tariff growth as approved by the
regulator until 2025

- Capacity tariffs under investment agreements for GRES-1, Almaty
Power Stations, Moinak HPP and Shardara HPP as approved by the
regulator

- Cost inflation slightly below expected CPI

- EBITDA growth to around KZT240billion by 2027

- Capex averaging KZT260billion a year over 2023-2027 including
gasification projects, which is below management's guidance

- Annual average dividends of KZT6.5 billion over 2023-2027

RATING SENSITIVITIES

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

- Positive sovereign rating action

- Further strengthening links with the government

- An improvement of the SCP to 'bb-', for example, due to FFO gross
leverage falling below 3.5x and FFO interest cover rising above
3.5x on a sustained basis, provided that the links with the state
do not weaken

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

- Weaker linkage with the ultimate parent, for example, diminishing
or irregular state support, attraction of significant funding for
upcoming capex projects without state guarantees, or weaker
financial implications of a default on the parent or other GREs.

- FFO leverage above 4.5x and FFO interest cover below 3x on a
sustained basis would be negative for the SCP, but not the IDR,
provided that links with the state remain unchanged

For the sovereign rating of Kazakhstan, Samruk-Energy's ultimate
parent, Fitch outlined the following sensitivities in its rating
action commentary of 26 May 2023:

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

- Structural: Spillovers from Russia-related sanctions or
geopolitical tensions, or domestic social or political instability,
that raise risks to macroeconomic performance and stability.

- Public and External Finances: Erosion of the sovereign balance
sheet; for example, due to a severe commodity price shock,
disruption of exports, a prolonged period of looser fiscal policy,
or a crystallisation of significant contingent liabilities.

- Macro: A deterioration in the economic policy mix that, for
example, undermines the predictability of monetary policy or
confidence in the flexibility of the exchange rate to respond to
external shocks.

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

- Structural/Macro: Continued strengthening of the economic policy
framework and institutional capacity, supporting enhanced policy
predictability and effectiveness, the business climate, and
economic diversification.

- Public and External Finances: A substantial and sustained
improvement in fiscal performance that leads to further
strengthening of the sovereign balance sheet.

LIQUIDITY AND DEBT STRUCTURE

Manageable Liquidity: At end 1H23, Samruk-Energy had available cash
and deposits of about KZT24 billion and unused uncommitted credit
facilities of KZT114 billion in Kazakh banks, mostly from JSC Halyk
Bank (BBB-/Stable). In 2023, the company has also signed long-term
credit agreements for KZT345 billion with international and local
financial institutions (EBRD, Asian Development Bank and
Development Bank of Kazakhstan) to fund their increased capex plan.
This compares with short-term debt of KZT50 billion and
Fitch-expected negative FCF of around KZT230 billion in 2H23-2024.

Reliance on Local Banking System: Fitch expects Samruk-Energy to
remain reliant on local banks to refinance the majority of further
debt repayments, which exposes it to the local banking system. Debt
repayments are around KZT37billion annually in 2024 and 2025.

ISSUER PROFILE

Samruk-Energy is a Kazakhstan-based holding company integrated
across the electricity value chain. The company is one of the
largest utilities in Kazakhstan, with around 6GW of installed
electric capacity. It accounts around 30% of electricity production
and 40% of coal mining (through its 50% joint venture,
Bogatyr-Komir) in Kazakhstan. Samruk-Energy is 100% controlled by
the state via the National Welfare Fund Samruk-Kazyna.

SUMMARY OF FINANCIAL ADJUSTMENTS

The difference between the balance value of loans from
Samruk-Kazyna and their the nominal value was reflected as
off-balance sheet debt.

Capitalised interest was reclassified to interest paid from capex.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The rating is based on a 'top-down' approach from the indirect
sovereign shareholder, Kazakhstan.

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
   -----------               ------           --------     -----
JSC Samruk-Energy  LT IDR     BB+       Affirmed           BB+

                   ST IDR     B         Affirmed           B

                   LC LT IDR  BB+       Affirmed           BB+

                   Natl LT    AA-(kaz)  Affirmed           AA-(kaz)


   senior
   unsecured       LT         BB+       Affirmed   RR4     BB+

   senior
   unsecured       Natl LT    AA-(kaz)  Affirmed           AA-(kaz)



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

The upgrade of the National IFS Rating reflects the improvement in
Standard Life's capital position and financial performance and
earning, as well as reduced asset risk. The affirmation of the IFS
Rating reflects the insurer's adequate company profile, weak
risk-adjusted capital position, significant asset-liability
duration mismatch, as well as a prudent investment portfolio and
good financial performance.

KEY RATING DRIVERS

National IFS Upgrade: Standard Life's available capital
significantly increased following shareholder equity growth. The
company's financial performance improved in 2022 on the back of
good underwriting and investment income results. Standard Life has
decreased its exposure to below investment-grade financial
institutions in 2022 and reinvested in Kazakh sovereign bonds
(Issuer Default Rating: 'BBB'/Stable), reducing its asset risk.

'Moderate' Business Profile: Fitch assesses Standard Life's
business profile as 'Moderate' compared with that of other Kazakh
insurance companies. This is supported by 'Moderate' business risk
profile and diversification, in part offset by the company's very
small scale. Given this ranking, Fitch scores Standard Life's
business profile at 'bb-' under its credit factor scoring
guidelines. Standard Life's premium volumes dropped by more than
60% in 2022, mainly reflecting the outflows in the annuity business
line, while the workers compensation line volumes remained largely
stable with KZT4.2 billion of gross written premiums (GWP).

In 2022, Standard Life continued developing its protection- and
savings-type life insurance products. Fitch believes this could
improve business diversification and reduce the dependency on
annuity and obligatory workers compensation lines. In 2022,
Standard Life accepted a few workers compensation portfolios
transferred from other Kazakh insurers, with total assets of around
KZT1 billion.

Weak Capital Position: Standard Life's capital position, as
measured by Fitch's Prism Factor-Based Model (Prism FBM) score,
remained below 'Somewhat Weak' at end-2022. However, the ratio of
available to target capital under Prism FBM improved, reflecting
the increase in shareholders' equity following the significant
increase in profit after tax and no dividend distribution in 2022.
Standard Life remained compliant with local regulatory, Solvency
I-based capital requirements, with the solvency margin of 163% at
end-2022 and 185% at end-9M23.

Good Financial Performance: Standard Life's 2022 net income
return-on-equity improved to 34% from 19% (five-year average: 27%),
based on IFRS reporting, largely reflecting the significant
increase in profit after tax as a result of an investment income
growth and underwriting result improvement in 2022. The improved
performance of the non-life segment, with net combined ratio of
94.4% in 2022 (2021: 107%; three-year average: 93%), reflects a
reduction in acquisition costs and the normalisation of claims
level after a large loss in 2022.

Prudent Investment Portfolio: Standard Life's investment portfolio
is conservative relative to most domestic peers and in light of
available investment opportunities. The insurer's asset mix is
dominated by fixed-income securities issued by local
government-related entities, with good credit quality bonds
representing 60% of total invested assets at end-2022.

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

RATING SENSITIVITIES

IFS Rating

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

- Strengthened capitalisation, as evidenced by improvement of the
Prism FBM score to 'Somewhat Weak'.

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

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

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

National IFS Rating

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

- Upgrade of IFS Rating.

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

- Downgrade of IFS Rating.

- Significant weakening in capital position or financial
performance, both on a sustained basis.

- Significant deterioration of the credit quality of investment
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              Prior
   -----------                   ------              -----
Joint Stock
Company - Life
Insurance Company –
Standard Life         LT IFS      B+      Affirmed   B+
                      Natl LT IFS BBB(kaz)Upgrade    BBB-(kaz)




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

ACR I BV: Moody's Affirms 'B2' CFR & Alters Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service has affirmed ACR I B.V.'s (AnQore or the
company) B2 corporate family rating and B2-PD probability of
default rating. Concurrently Moody's affirmed the B2 ratings for
the EUR300 million senior secured term loan B2 (TLB) and the EUR55
million senior secured revolving credit facility (RCF) issued at
AnQore B.V., a subsidiary of ACR I B.V. The outlook has been
changed to negative from stable on both entities.

RATINGS RATIONALE

The negative outlook reflects significant deviation in AnQore's
2023 performance compared to Moody's previous expectations,
resulting in a higher-than-previously forecasted leverage ratio and
a tight headroom under its financial covenant. Also, liquidity is
somewhat worse-than-expected, albeit still adequate, due to the
combination of underperformance and higher-than-expected costs
related to the credit facility refinancing transaction. The company
expects to be in compliance with its financial covenant in Q3-2023.
The current rating incorporates the expectation that the company
will meet the covenant requirement, however Moody's believes that
there is limited buffer for downside risks or unexpected cash
shortfalls.

Weak end market demand continues to negatively impact the demand
for acrylonitrile and other co-products produced by AnQore. The
company's reliance on a few large customers increases its
vulnerability to fluctuations in the demand trends of its main
customers. The company is currently unable to redirect large
volumes from its value buyers to the spot market due to the
negative profit margin associated with the spot market for the
company.

In 2023, AnQore's reported EBITDA declined materially compared to
the year-earlier period, mainly because of lower volumes, negative
inventory revaluation, and ammonia surcharge costs which could not
be passed through. Moody's forecasts that AnQore's Moody's-adjusted
gross leverage will remain above 7x in 2023 which positions the
company very weakly in its B2 rating. The current rating continues
to incorporate the expectation that its leverage ratio will improve
in 2024 based on higher expected volumes and savings on its new C3
sourcing. A continued slowdown in the market, with longer time to
recover sales volumes, constitutes to be a risk factor to Moody's
deleveraging expectation.

The rating affirmation reflects the strong European market position
and the strategic focus on the value buyer market, which offers
better visibility on prices compared to the spot market. Its
history of generating FCF over the last three years, prior to 2023,
further supports the credit profile.

OUTLOOK

The negative outlook on AnQore's rating highlights the risk that
the company's credit metrics might not achieve levels commensurate
with its B2 rating over the next 12-18 months. The current rating
incorporates the expectation that the company will meet the
covenant requirement.

LIQUIDITY PROFILE

AnQore's liquidity is adequate. Liquidity sources consist of an
undrawn EUR55 million RCF, and around EUR40 million cash on its
balance sheet as of the end of August 2023. In combination with
forecasted funds from operations, these sources are sufficient to
cover capital spending and day-to-day cash needs. In addition, the
company has access to a non-recourse factoring program.

AnQore's credit agreement contains a financial maintenance
covenant. The current rating incorporates the expectation that the
company will meet the covenant requirement, however there is
limited buffer for downside risks or unexpected cash shortfalls.
Per debt documentation, a breach of the financial maintenance
covenant could lead to a potential event of default in the absence
of equity cure or credit amendments with lenders.

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

Positive rating pressure is unlikely absent greater scale and
diversification. Factors that could contribute positively to the
company's credit profile include: i) increased scale and
operational diversification; ii) Moody's-adjusted debt/EBITDA below
4x on a sustained basis; iii) Moody's-adjusted FCF/debt would be
consistently in the high single digits (%).

Factors that could lead to a downgrade of AnQore's rating include:
i) inability to generate positive free cash flow or its liquidity
profile deteriorates more significantly than expected; ii)
meaningful delays or disruptions in the construction of the
company's new C3 pipeline; iii) EBITDA/interest expense declines
below 2x on a sustainable basis; iv) Moody's-adjusted debt/EBITDA
remains above 5x; v) the enactment of more aggressive financial
policies which would favor shareholder returns over creditors.

The principal methodology used in these ratings was Chemicals
published in June 2022.

COMPANY PROFILE

Headquartered in the Netherlands, AnQore is a European producer of
acrylonitrile (ACN) and cyanides (HCN). The company operates a
275kt ACN plant at the Chemelot site in Geleen (Netherlands) with
two identical lines. The company has also a 46% ownership in Sitech
Services BV which provides a broad range of services, such as waste
water services and/or facility and waste services, to the companies
operating in the Chemelot chemical site in Geleen. In 2022, AnQore
generated revenues of EUR600 million and Moody's adjusted EBITDA of
EUR74 million. The company is jointly owned by the private equity
firm CVC Capital Partners (65%) and DSM-Firmenich AG (A3 stable)
(35%).




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

KEW SODA: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to West
East Soda's (WE Soda) intermediate parent company, Kew Soda Ltd.,
and its 'B+' issue rating to the senior secured notes due 2028
issued by WE Soda Investments Holding PLC.

The stable outlook mirrors that on the sovereign rating on Turkiye,
reflecting S&P's view of balanced risks to the sovereign
creditworthiness from the reimposition of orthodox monetary policy
settings.

Soda ash producer WE Soda has refinanced its capital structure. As
part of the transaction, WE Soda issued $800 million of senior
secured notes. The funds will be used to pay down WE Soda's senior
term loan A (TLA), and repay the $426 million Kazan Soda project
finance facility due 2027, and Eti Soda's $103 million working
capital facility, to simplify its capital structure.

WE Soda's advantageous cost position helps it generate very high
profitability and resilient earnings. The company is at the low end
of the cost curve, due to a combination of low production costs and
its proximity to key markets. WE Soda produces soda ash using the
so-called natural process, which results in a structural cost
advantage versus synthetic plants that are more expensive to
operate, since they require several raw materials and consume more
energy. In addition, the company extracts trona--the key raw
material to produce soda ash naturally--using solution extraction,
which further enhances its cost competitiveness due to lower labor
and energy costs compared to the conventional mining used by North
American producers. These factors explain WE Soda's very high S&P
Global Ratings-adjusted EBITDA margins of 58% in 2021 and 47% in
2022, and provide clear cost advantages to the company.

While natural soda ash plants are less expensive to operate, the
process tends to have higher delivery costs given they are located
close to trona deposits (found in Turkiye, mainland China, and the
U.S.), which are not necessarily close to consumer markets. The
strategic location of WE Soda's assets in Turkiye ensures relative
proximity to key markets such as Europe, the Middle East, and
Africa (EMEA; accounting for 73% of 2022 sales), and South America,
which reduces shipping costs and positions it in the first quartile
of the global soda ash producer cost curve. WE Soda benefits from
an exclusive license to extract and process trona in Turkiye until
2043 for Eti Soda and 2045 for Kazan Soda, effectively covering the
full operating life of the reserves.

From a credit standpoint, the low-cost operations and shape of the
global cost curve underpin the quality of earnings. This is based
on the long tail of higher-cost producers, with synthetic plants
accounting for approximately 75% of total supply, according to S&P
Commodity Insights, a division of S&P Global, as is S&P Global
Ratings. In turn, swings in end-market demand are unlikely to
affect WE Soda's sales volumes since they will price out marginal
suppliers first, alleviating demand and earnings volatility.

The company's strong market positions in its key regions, and the
disciplined nature of the soda ash market, are positive for our
rating. WE Soda is No. 2 in its key European markets and No. 1 in
South America. The global soda ash market is concentrated and
disciplined, with the top-five producers accounting for about 75%
of the European and Americas markets, which helps the company
generate resilient profitability and cash flows. As such, the
relatively small number of large producers ensures disciplined
capacity additions that closely match demand and lead to high
utilization rates of about 90% historically. This was evidenced, in
our view, by WE Soda's capacity expansions from 1 million tons per
year (mtpa) in 2016 to 5 mtpa in 2022, without disrupting the
pricing of soda ash in Europe.

S&P said, "We regard this position as sustainable given high
barriers to entry for new capacity, which include access to trona
deposits, environmental restrictions, and sizable capital
requirements. Moreover, capacity additions are visible given the
long lead times required for the development of greenfield
facilities--including construction, planning, and
permitting--adding a degree of earnings predictability.

"We regard WE Soda's narrow geographical and product diversity as
the main constraints for its credit profile. The company's
production is currently concentrated at its two sites adjacent to
the trona reserves in Eti and Kazan in Turkiye. Even though WE Soda
has multiple production lines in each facility, lowering the risk
of a disruption, the high geographical concentration affects the
company's credit profile because it exposes it to event risks,
including potential disruptions to transportation routes. We
consider this risk as more pronounced given the limited storage
capacity for soda ash (both at sites or in ports), which means that
a prolonged disruption can lead to the suspension or disruption of
production. WE Soda currently exports its products through the
Derince port, near Istanbul, although we understand that management
is looking to establish a presence in a second port to lower
logistics risks.

"We forecast adjusted leverage of 2.0x-2.2x in 2023, increasing
modestly to about 2.4x in 2024.In our base case, operating cash
flows and cash balance are sufficient to fund organic growth
investments, dividends, and debt servicing. We project gross
reported debt, pro forma the senior secured notes, at about $1.75
billion, including debt adjustments of about $100 million. We
project WE Soda's debt to EBITDA will remain 2.0x-2.5x. This is
based on our assumption that soda ash prices will moderate 5%-10%
in 2023 and 2024 due to lower energy costs. Soda ash prices are
typically negotiated in the final quarter of each calendar year and
agreed on a one-year forward basis. We estimate that adjusted
EBITDA will stay broadly flat in 2023 at $820 million-$830 million,
from $834 million in 2022, before reducing to $740 million-$750
million in 2024.

"We forecast the company will distribute free operating cash flow
(FOCF) after growth opportunities without jeopardizing the rating.
Specifically, we factor in distributions to shareholders of about
$500 million in 2023 and $400 million in 2024 that, while high,
will not deteriorate credit metrics because these are broadly in
line with our estimates for FOCF. These include $460 million-$480
million in 2023 and $370 million-$400 million in 2024. At the same
time, we note management's target of maintaining net leverage (as
defined by management) at 1.5x-2.5x and understand that dividend
distributions are flexible, which in conjunction with good
visibility of earnings and soda ash prices allows the company to
reduce payouts, if needed.

"Our EBITDA calculation includes items such as restructuring costs.
We do not deduct cash from debt in our calculation, and we adjust
debt for items like lease liabilities, net pension obligations,
asset retirement obligations, and the drawn portion of committed
receivable financing facilities.

"The company's ratios are solid for the 'bb' SACP. We estimate
that, all else being equal, EBITDA would need to decline
approximately $150 million-$170 million versus our base-case
scenario in 2024 to push WE Soda's leverage above 3.0x.

"WE Soda passes our sovereign stress test, but the 'B+' rating is
constrained by its geographical asset concentration. Passing the
test, which includes both economic stress and a potential currency
devaluation, enables us to rate the company one notch above the
unsolicited 'B' long-term sovereign foreign currency rating on
Turkiye.

"WE Soda passes our stress test because of its export-oriented
business (about 80% of total revenues in 2022), corresponding to
virtually all of its earnings being in hard currency, and sizable
cash holdings in offshore accounts. Our rating on WE Soda is capped
at one notch above the foreign currency sovereign credit rating on
Turkiye, since virtually all the group's physical assets are in the
country, and its operations can be significantly affected by
decisions beyond its control, like government-imposed export
restrictions.

"The stable outlook mirrors that on the sovereign rating on
Turkiye. Although the group has passed our stress test for a
foreign currency sovereign default, the long-term issuer credit
rating is capped at one notch above the foreign currency sovereign
credit rating on Turkiye (unsolicited B/Stable/B). This is because
virtually all the group's physical assets are in the country, and
its operations can be significantly affected by decisions beyond
its control.

"We expect that, on a stand-alone basis, WE Soda will maintain
credit ratios that are strong for the rating. In our base-case
scenario, we anticipate S&P Global Ratings-adjusted debt to EBITDA
of 2.0x-2.2x in 2023, which we view as healthy given the 2.0x-3.0x
adjusted leverage range we consider commensurate with the 'bb'
SACP. We expect adjusted debt to EBITDA to increase to about 2.4x
in 2024 due to lower soda ash prices. We also consider FOCF to
debt, which we expect to decrease to 27%-28% in 2023 and 22%-23% in
2024, from about 39% in 2022, due to increasing capital allocation
toward growth initiatives. However, we anticipate it will remain
within the 15%-25% we view as commensurate with the SACP. We expect
management will support credit metrics at these levels, given its
commitment to maintaining reported net debt to EBITDA (as
calculated by management) between 1.5x and 2.5x.

"We would lower the rating if we take the same action on the
foreign currency sovereign rating on Turkey and this translates
into a weaker T&C assessment, or if WE Soda's export revenue and
liquidity position in offshore accounts deteriorate, so that it no
longer passes our T&C stress test.

"We could also negatively reassess the SACP if we observe a marked
deterioration in its operating performance, such that adjusted debt
to EBITDA exceeds 3.0x and free operating cash flow ((FOCF) to debt
declines below 15% without clear prospects of recovery. This could
occur if we observe a sharp and prolonged deterioration in soda ash
prices due to a less-than-supportive market environment.

"Rating upside is constrained by KEW Soda's exposure to Turkiye;
this limits the rating to one notch above our sovereign T&C
assessment of 'B'. We could therefore raise the rating on KEW Soda,
all else being equal, following a positive rating action on
Turkiye.

"Environmental factors are an overall neutral consideration in our
credit rating analysis of WE Soda. The company's business risk
benefits from a smaller environmental footprint relative to other
soda ash producers. This is because its solution extraction
production method has lower energy and water intensity when
compared to the synthetic method and the natural process utilizing
conventional mining, resulting in lower carbon dioxide (CO2)
emissions. For example, in 2022 the company's scope 1 and 2
CO2-equivalent emissions intensity was 0.343 per metric ton of
product, which is less than half that of the top 10% of European
synthetic producers. In our view, this supports demand for its
products, leading to stable volumes and more predictable earnings,
along with the potential to improve margins over time. Notably, the
increasing cost of carbon disproportionally affects synthetic
producers that set the reference price for soda ash in the
important European market."

In 2022, WE Soda announced its plan to target carbon neutrality for
scope 1 and 2 CO2 emissions by 2050 and committed to reduce its
emissions 20% within five years and 40% within 10 years, relative
to a 2022 baseline. To achieve this, WE Soda is installing 10
megawatts (MW) of solar photovoltaic (PV) capacity at its
facilities in Kazan and Eti by year-end 2023, with a further up to
100 MW of PV solar and over 100 MW of wind power to be delivered by
2027. S&P estimates the funding needs for these projects at $200
million‐$250 million, which it views as manageable. As a
comparison point, another large publicly rated soda ash producer,
Solvay, has committed to net zero on scope 1 and 2 by 2050 for its
soda ash and derivative business, which requires investment of
approximately EUR1 billion, including the development of a new soda
ash production process.

Governance factors are a moderately negative consideration because
of the entrepreneurial ownership. Mr. Turgay Ciner ultimately owns
the group. Decision-making can therefore be centralized, with most
of the board consisting of connected directors.




=============
U K R A I N E
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BANK ALLIANCE: S&P Raises LT ICR to 'CCC+' on Resilient Performance
-------------------------------------------------------------------
S&P Global Ratings raised to 'CCC+' from 'CCC' its long-term issuer
credit rating on Ukraine-based Bank Alliance. The outlook is
stable. S&P affirmed the 'C' short-term issuer credit rating.

At the same time, S&P raised the national scale rating on the bank
to 'uaBB' from 'uaB'.

S&P said, "We think Bank Alliance's likelihood of default over the
next 12 months has receded. We anticipate that, over this period,
the bank will be a going concern, supported by a capital injection
in 2023 and manageable cost of risk. In addition, we understand
that the potential restructuring of the government's commercial
foreign currency debt will have no material impact on the bank's
financial profile. We believe the government has strong incentives
to prioritize the servicing of its local currency-denominated debt.
We therefore equalize the long-term rating on the bank with our
'CCC+' local currency sovereign credit rating and transfer and
convertibility assessment on Ukraine, as well as the 'uaBB'
national scale rating.

"We expect Bank Alliance's performance over the next 12 months will
remain resilient, similar to what was observed in the first half of
2023.In line with the Ukrainian banking sector, Bank Alliance has
delivered stronger-than-anticipated performance, despite extremely
difficult operating conditions associated with the Russia-Ukraine
war. The bank's performance indicators in the first half of 2023
showed some improvement from 2022, and we expect this resilience to
continue over the next one to two years."

In the first half of 2023, the bank's net interest margin improved
to annualized 4.2% while its cost of risk had dropped to 2.4% at
mid-2023 from 11.9% at end-2022. Bank Alliance's asset quality -
while being under pressure because of challenging operating
environment - compares well with the sector with stage 3 loans at
17.7% (loan loss reserve coverage: 83%) as of 1 September, 2023,
versus 36.7% for the sector at the same date. S&P attributes these
positive developments to several factors, including:

Despite the ongoing hostilities and the attacks on the energy
infrastructure in the winter of 2022-2023, the Ukrainian economy
has proved more resilient than we anticipated. Businesses and
households appear to have gradually adjusted to the war-induced
uncertainties and shortfalls in critical infrastructure, including
in the transport and power sectors, and economic activity continued
to pick up in second-quarter 2023.

Foreign donors remain committed to Ukraine throughout 2023-2026.
S&P expects at least $43 billion and $35 billion of financial
assistance in the form of grants and concessional loans to be
disbursed in 2023 and 2024, respectively. This helps meeting
budgetary funding needs and supports economic agents' confidence
while the operating environment remains extremely fragile.

The National Bank of Ukraine (NBU) introduced measures aimed at
supporting the stability of the banking sector and has been very
active in monitoring the sector, and has adjusted regulation to
support banks amid the fast-changing market conditions.

The bank's management team successfully adjusted its operational
activities to the changed operating environment, including by
leaning on digital capabilities, to continue providing services to
clients.

S&P said, "We consider that the capital injection from a minority
shareholder will materially strengthen Bank Alliance's capital
position. We expect that the capital injection of about Ukrainian
hryvnia (UAH) 215 million (approximately EUR5.6 million) will be
finalized and registered as common equity by year-end. This will
translate into a risk-adjusted capital ratio of 4.5%-5.0% over the
next 12-18 months, which is neutral to our view of the bank's
standalone credit profile. We expect the bank to be compliant with
the regulatory capital adequacy requirements.

"At the same time, despite a stronger economic rebound than we
expected in 2023, Ukraine's medium-term macroeconomic outlook
remains vulnerable and heavily dependent on the evolution of the
war and international support. Our current base-case assumption is
that the active phase of the war will last into at least 2024.
Given the substantial damage to physical and human capital,
Ukraine's post-war economic growth, balance of payments, and fiscal
outlook will also hinge on regaining access to the Black Sea, the
easing of war-induced dislocations of the labor market, continued
international financial support, and effective reconstruction
efforts. Consequently, the banking sector's performance will
largely depend on the evolution of the macroeconomic conditions in
Ukraine over the next few years.

"For Bank Alliance, this means we expect a prolonged period of very
difficult and highly uncertain operating environment resulting in
high provisioning needs and continued pressure on the
profitability.

"The stable outlook on the long-term global scale rating reflects
our expectation that, over the next 12 months, the bank will
sustain resilient performance as the government prioritizes its
local currency financial obligations to ensure banking sector
stability."

S&P could take a negative rating action on Bank Alliance if:

-- S&P lowered its local currency sovereign credit ratings and/or
revised downward our transfer and convertibility assessment for
Ukraine; or

-- If the bank is unable to meet its financial obligations in full
and on time. This could happen if the capital controls become
markedly harsher, leading to depositors' inability to access their
funds; or

-- A material deterioration of the bank's liquidity in case there
is insufficient support from the NBU.

A positive rating action could follow if:

-- S&P raises its local currency sovereign credit ratings and
positively revised its transfer and convertibility assessment for
Ukraine; and

-- The bank continues to demonstrate resilience to the operating
environment.

S&P Global Ratings acknowledges a high degree of uncertainty about
the extent, outcome, and consequences of the military conflict
between Russia and Ukraine. As the situation evolves, S&P will
update its assumptions and estimates accordingly.


CITY OF DNIPRO: Fitch Affirms 'CC/CCC-' LongTerm IDRs
-----------------------------------------------------
Fitch Ratings has affirmed the Ukrainian City of Dnipro's Long-Term
Foreign-Currency Issuer Default Ratings (IDR) at 'CC' and Long-Term
Local-Currency IDR at 'CCC-'. Ratings at this level typically do
not carry Outlooks due to their high volatility.

The affirmation reflects Fitch's view that the risk of
deterioration in liquidity and in Dnipro's ability to service its
new debt and to support its indebted municipal companies remains
elevated.

Dnipro's National Ratings have been revised down due to the
recalibration of Fitch's Ukrainian National Ratings Equivalency
Table. Dnipro's National Ratings are driven by its 'CCC-' Long-Term
Local-Currency IDR, which maps to 'A+(ukr)' in the Ukrainian
National Rating Correspondence Table based on national peer
comparison.

KEY RATING DRIVERS

Risk Profile: 'Vulnerable'

The Risk Profile remains 'Vulnerable' and the city's six Key Risk
Factors are assessed at 'Weaker'. The 'Weaker' assessment is the
lowest possible under Fitch's International Local and Regional
Governments (LRG) Rating Criteria and reflects the interference and
strong interdependence of local governments (LGs) on the Ukrainian
sovereign.

The assessment reflects Fitch's view of a very high risk that the
city's ability to cover debt service with the operating balance may
weaken unexpectedly over the scenario horizon notably due to lower
revenue and higher expenditure.

Revenue Robustness: 'Weaker'

The Ukraine government and its institutions (central government,
tax collection, banking system) are still largely intact. However,
the damage to critical municipal and social infrastructure -
housing, schools and kindergartens, hospitals, roads, municipal
building and work establishments - and the displacement of a large
number of citizens to other places in Ukraine or abroad, restrict
LGs' revenues robustness and adjustability.

Revenue Adjustability: 'Weaker'

Nationally-collected income taxes, the LGs' main revenue source,
increased by 29% on average (Fitch rated cities) in 2022, while
transfers from the state budget (another major revenue source)
decreased by 14% on average. The scope of changes in the revenue
composition and 2022/2021 change, was dependent on the impact of
the war on the individual city.

Expenditure Sustainability: 'Weaker'

Fitch assumes spending pressure will strongly increase with rising
inflation, broken supply chains driving prices for goods and
services up and large reconstruction efforts. Additionally,
municipal companies performing municipal services (transportation,
heating, solid waste, water and sewage) are largely not
self-supporting, and will increasingly rely on subsidies, capital
injections and direct debt repayments made by Dnipro, which will
only add to its own difficulties.

Expenditure Adjustability: 'Weaker'

Fitch assesses the city's ability to curb spending in response to
shrinking revenue as weak due to the high rigidity of operating
expenditure and overall low per capita spending compared with
international peers. Operating expenditure is dominated by staff
costs, current transfers made and spending on goods and services

Liabilities & Liquidity Robustness: 'Weaker'

In its view, Dnipro is facing increasing material risk for its
current and future debt due to greater uncertainty about market
access, cost of debt and FX exchange rates. This is despite the
supportive policy of the National Bank of Ukraine and positive
attitude of existing domestic and international lenders towards
LGs. Funding for Ukrainian cities and their companies comes from
capital markets, local commercial banks, and institutional lenders,
is of short to medium term and often in FX (US dollars or euros).
Fitch focuses on Fitch-adjusted debt, as it reclassifies contingent
debt of not self-supporting companies.

Liabilities & Liquidity Flexibility: 'Weaker'

Fitch assumes that the cities may start to take on new debt to
finance crucial investments into infrastructure and public
transport, which could not be performed due to the war. New
indebtedness has already started to be incurred in 2023, as there
is a large need to resume investments. Funding could be provided by
domestic banks and IFIs, which have already declared readiness to
support the reconstruction of Ukrainian cities.

Debt Sustainability: 'b category'

WeFitch has maintained Dnipro's debt sustainability assessment at
'b' to reflect that the city's overall performance has been
negatively affected by the war-related large negative shock to the
national economy and the damage to critical infrastructure. The
risk of a deterioration in liquidity and in Dnipro's ability to
service its current or new debt and to support its indebted
municipal companies is elevated. In addition, there is uncertainty
about the pace of a future economic recovery, capital market access
and the cost of debt after the war ends.

Dnipro's financial situation did not deteriorate in 2022. The
operating balance was positive and Fitch assumes the same for 2023.
The city's direct debt decreased in 2022 in line with repayments.
In 2023, the city started to incur new debt. The municipal
companies' debt increased in 2022.

ESG - Political Stability and Rights: The invasion by Russia and
ongoing full-scale war has severely compromised the city's
political stability and the security outlook. The war is resulting
in the death of city's inhabitants and extensive property damage,
with the aim of changing the city's government and/or occupying its
territory.

ESG - Creditor Rights: The protracted war has weakened the city's
ability and willingness to service and repay debt. The city's
liquidity is deteriorating and the Ukrainian sovereign's
willingness to allow the use of foreign-currency reserves for debt
service in foreign currency is diminishing, while costs of
preserving urban and communal functions for the city are rising.

DERIVATION SUMMARY

Dnipro remains institutionally strongly linked to the credit
quality of the Ukrainian sovereign (CC/CCC-), which is severely
affected by the Russian-Ukrainian war. Fitch based its rating
derivation for Dnipro on the agency's rating definition and the
'ccc' Standalone Credit Profile reflects Fitch's view that a
default on current and new debt that might be taken in the short
term is a real possibility. Consequently, Dnipro could have
significant refinancing needs and high liquidity risk accompanied
by weak debt coverage metrics. The 'CC'/'CCC-' IDRs are capped by
the sovereign rating.

KEY ASSUMPTIONS

Qualitative and quantitative assumptions:

Risk Profile: 'Vulnerable'

Revenue Robustness: 'Weaker'

Revenue Adjustability: 'Weaker'

Expenditure Sustainability: 'Weaker'

Expenditure Adjustability: 'Weaker'

Liabilities and Liquidity Robustness: 'Weaker'

Liabilities and Liquidity Flexibility: 'Weaker'

Debt sustainability: 'b'

Support (Budget Loans): 'N/A'

Support (Ad Hoc): 'N/A'

Asymmetric Risk: 'N/A'

Rating Cap (LT IDR): 'CC'

Rating Cap (LT LC IDR) 'CCC-'

Rating Floor: 'N/A'

Quantitative assumptions - Issuer Specific

Fitch's rating case scenario is irrelevant for ratings that are
based on rating definitions, instead it is an assumption of the
issuer's capability (liquidity) and willingness to service it. The
assumption applies to all rated Ukrainian cities irrespective of
whether direct debt exist currently as Fitch assumes that a need
for debt may arise in the short term or debt servicing resulting
from the guarantees issued as collateral for the debt of municipal
companies may materialise in the short term.

Liquidity and Debt Structure

Based on the information provided by Dnipro, the city is current on
all financial commitments. Liquidity improved significantly in 2022
and the city's direct debt decreased in line with scheduled and
unscheduled repayments. Dnipro's overall debt - i.e. direct debt
including municipal companies' debt and the interest-free treasury
loans contracted prior to 2014 and to be written off by the state -
decreased in 1H23 to UAH2,931.7 (at end-2022: UAH5,192.6 million;
2021: UAH5,901.6 million).

Issuer Profile

Dnipro is one of the largest cities in Ukraine with a population of
about one million in 2021 (last available public data). The city's
economy was industrialised and was dominated by metallurgy and
heavy manufacturing sectors before the war started.

RATING SENSITIVITIES

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

Downgrade of Ukraine's sovereign ratings.

Weakened liquidity that could pressure the city's ability to
service debt.

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

An upgrade of Ukraine's IDRs would lead to an upgrade of the city's
IDRs, provided that the city's debt sustainability remains in the
'b' category.

ESG CONSIDERATIONS

Dnipro has an ESG Relevance Score of '5' for Political Stability
and Rights to reflect the invasion by Russia and ongoing full-scale
war, which has severely compromised the city's political stability
and the security outlook. This has a negative impact on the credit
profile and is highly relevant to the ratings. The war is resulting
in the death of city inhabitants and extensive property damage,
with the aim of changing the city's government and/or occupying its
territory.

Dnipro has an ESG Relevance Score of '5' for Creditor Rights to
reflect the weakened ability and willingness of the city to service
and repay debt. This has a negative impact on the credit profile
and is highly relevant to the ratings. The protracted war is
resulting in depletion of liquidity and diminishing Ukrainian
sovereign's willingness to allow the use of foreign currency
reserves for debt service in foreign currency, while costs of
preserving the urban and communal functions for the city are
rising.

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.

DISCUSSION NOTE

Committee date: 17 October 2023

There was an appropriate quorum at the committee and the members
confirmed that they were free from recusal. It was agreed that the
data was sufficiently robust relative to its materiality. During
the committee no material issues were raised that were not in the
original committee package. The main rating factors under the
relevant criteria were discussed by the committee members. The
rating decision as discussed in this rating action commentary
reflects the committee discussion.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Dnipro's ratings are linked to the sovereign ratings.

   Entity/Debt            Rating                    Prior
   -----------            ------                    -----
Dnipro City      LT IDR    CC     Affirmed          CC
                 ST IDR    C      Affirmed          C
                 LC LT IDR CCC-   Affirmed          CCC-
                 Natl LT   A+(ukr)Revision Rating   AA-(ukr)


CITY OF KHARKOV: Fitch Affirms 'CC/CCC-' LongTerm IDRs
------------------------------------------------------
Fitch Ratings has affirmed the Ukrainian City of Kharkov's
Long-Term Foreign-Currency Issuer Default Ratings (IDR) at 'CC' and
Long-Term Local-Currency IDR at 'CCC-'. Ratings at this level
typically do not carry Outlooks due to their high volatility.

The affirmation reflects Fitch's view that the risk of a
deterioration in liquidity and in Kharkov's ability to service its
new debt and to support its indebted municipal companies remains
elevated.

Kharkov's National Ratings have been revised down due to the
recalibration of Fitch's Ukrainian National Ratings Equivalency
Table. Kharkov's National Ratings are driven by its 'CCC-'
Long-Term Local-Currency IDR, which maps to 'A+(ukr)' in the
Ukrainian National Rating Correspondence Table based on national
peer comparison.

KEY RATING DRIVERS

Risk Profile: 'Vulnerable'

The Risk Profile remains 'Vulnerable' and the city's six Key Risk
Factors are assessed at 'Weaker'. The 'Weaker' assessment is the
lowest possible under Fitch's International Local and Regional
Governments Rating Criteria and reflects the interference and
strong interdependence of the local governments (LGs) on the
Ukrainian sovereign.

The assessment reflects Fitch's view of a very high risk that the
city's ability to cover debt service with the operating balance may
weaken unexpectedly over the scenario horizon notably due to lower
revenue and higher expenditure.

Revenue Robustness: 'Weaker'

The Ukraine government and its institutions (central government,
tax collection, banking system) are still largely intact. However,
the damage to critical municipal and social infrastructure -
housing, schools and kindergartens, hospitals, roads, municipal
building and work establishments - and the displacement of a large
number of citizens to other places in Ukraine or abroad, restrict
the LGs' revenues robustness and adjustability.

Revenue Adjustability: 'Weaker'

Nationally collected income taxes, the LGs' main revenue source,
increased by 29% on average (Fitch rated cities) in 2022, while
transfers from the state budget (another major revenue source)
decreased by 14% on average. The scope of changes in the revenue
composition and 2022/2021 change, was dependent on the impact of
the war on the individual city.

Expenditure Sustainability: 'Weaker'

Fitch assumes spending pressure will increase strongly with rising
inflation, broken supply chains driving up prices for goods and
services and large reconstruction efforts. Additionally, municipal
companies performing municipal services (transportation, heating,
solid waste, water and sewage) are largely not self-supporting, and
will increasingly rely on subsidies, capital injections and direct
debt repayments made by Kharkov, which can only add to its own
difficulties.

Expenditure Adjustability: 'Weaker'

Fitch assesses the city's ability to curb spending in response to
shrinking revenue as weak due to the high rigidity of operating
expenditure and overall low per capita spending compared with
international peers. Operating expenditure is dominated by staff
costs, current transfers made and spending on goods and services.

Liabilities & Liquidity Robustness: 'Weaker'

In its view, Kharkov is facing increasing, material risk for its
current and its future debt due to greater uncertainty about market
access, cost of debt and FX exchange rates. This is despite the
supportive policy of the National Bank of Ukraine and positive
attitude towards LGs of existing domestic and international
lenders. Ukrainian cities' and their companies' funding come from
capital markets, local commercial banks, and institutional lenders,
is of short to medium term and often in FX (US dollars or euros).
Fitch focuses on Fitch-adjusted debt, as it reclassifies contingent
debt of not self-supporting companies.

Liabilities & Liquidity Flexibility: 'Weaker'

Fitch assumes that the cities may start to intake new debt to
finance crucial investments in infrastructure and public transport,
which could not be performed due to the war. New indebtedness may
be incurred 2024, depending on the overall situation, as there is a
large necessity to resume investments. Funding could be provided by
domestic banks and IFIs, who already declared readiness to support
the reconstruction of Ukrainian cities.

Debt Sustainability: 'b category'

Fitch has maintained Kharkov's debt sustainability assessment at
'b' to reflect that the city's overall performance has been
negatively affected by the war-related large negative shock to the
national economy and the damage to critical infrastructure. The
risk of deterioration in liquidity and in Kharkov's ability to
service its current or new debt and to support its indebted
municipal companies is elevated. In addition, there is uncertainty
about the pace of a future economic recovery, capital market access
and the cost of debt after the war ends.

Kharkov's financial situation deteriorated in 2022, but the
operating balance was positive and Fitch assumes the same for 2023.
In July 2023, the city made repaid all of its UAH600 million bonds.
Municipal companies' debt increased in 2022 but decreased in 1H23.
For 2023 there are no plans for new debt.

ESG - Political Stability and Rights: The invasion by Russia and
ongoing full-scale war has severely compromised the city's
political stability and the security outlook. The war is resulting
in the death of city's inhabitants and extensive property damage,
with the aim of changing the city's government and/or occupying its
territory.

ESG - Creditor Rights: The protracted war has weakened the city's
ability and willingness to service and repay debt. The city's
liquidity is deteriorating and the Ukrainian sovereign's
willingness to allow the use of foreign-currency reserves for debt
service in foreign currency is diminishing, while costs of
preserving the urban and communal functions for the city are on the
rise.

DERIVATION SUMMARY

Kharkov remains institutionally strongly linked to the credit
quality of the Ukrainian sovereign (CC/CCC-), which is severely
affected by the Russian-Ukrainian war. Fitch based its rating
derivation for Kharkov on the agency's rating definition and the
'ccc' Standalone Credit Profile reflects Fitch's view that a
default on current and new debt that might be taken in the short
term is a real possibility. Consequently, Kharkov could have
significant refinancing needs and high liquidity risk accompanied
by weak debt coverage metrics. The 'CC'/'CCC-' IDRs are capped by
the sovereign rating.

KEY ASSUMPTIONS

Risk Profile: 'Vulnerable'

Revenue Robustness: 'Weaker'

Revenue Adjustability: 'Weaker'

Expenditure Sustainability: 'Weaker'

Expenditure Adjustability: 'Weaker'

Liabilities and Liquidity Robustness: 'Weaker'

Liabilities and Liquidity Flexibility: 'Weaker'

Debt sustainability: 'b'

Support (Budget Loans): 'N/A'

Support (Ad Hoc): 'N/A'

Asymmetric Risk: 'N/A'

Rating Cap (LT IDR): 'CC'

Rating Cap (LT LC IDR) 'CCC-'

Rating Floor: 'N/A'

Quantitative assumptions - Issuer Specific

Fitch's rating case scenario is irrelevant for ratings that are
based on rating definitions, instead it is an assumption of the
issuer's capability (liquidity) and willingness to service it. The
assumption applies to all rated Ukrainian cities irrespective of
whether direct debt currently exists as Fitch assumes that a need
for debt may arise in the short term or debt servicing resulting
from the guarantees issued as collateral for the debt of municipal
companies may materialise in the short term.

Liquidity and Debt Structure

Based on the information provided by Kharkov, the city is current
on all financial commitments. Liquidity improved significantly in
2022 and the city's direct debt decreased in line with scheduled
and unscheduled repayments. Kharkov's overall debt - i.e. direct
debt including municipal companies' debt and the interest-free
treasury loans contracted prior to 2014 and to be written off by
the state - decreased in 1H23 to UAH1984.3 million from UAH5,677.3
million at end-2022 (2021: UAH5,007.1 million).

Issuer Profile

Kharkov is the capital of Kharkov region and had a population of
about 1.5 million in 2021 (last available public data). It had a
diversified urban economy supported by a large number of companies
in various sectors before the war started.

RATING SENSITIVITIES

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

- Downgrade of Ukraine's sovereign ratings.

- Weakened liquidity that could pressure the city's ability to
service debt.

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

- An upgrade of Ukraine's IDRs would lead to an upgrade of the
city's IDRs provided that the city's debt sustainability remains in
the 'b' category.

ESG CONSIDERATIONS

Kharkov has an ESG Relevance Score of '5' for Political Stability
and Rights to reflect the invasion by Russia and ongoing full-scale
war, which has severely compromised the city's political stability
and the security outlook. This has a negative impact on the credit
profile and is highly relevant to the ratings. The war is resulting
in the death of city inhabitants and extensive property damage,
with the aim of changing the city's government and/or occupying its
territory.

Kharkov has an ESG Relevance Score of '5' for Creditor Rights to
reflect the weakened ability and willingness of the city to service
and repay debt. This has a negative impact on the credit profile
and is highly relevant to the ratings. The protracted war is
resulting in depletion of liquidity and diminishing Ukrainian
sovereign's willingness to allow the use of foreign currency
reserves for debt service in foreign currency, while costs of
preserving the urban and communal functions for the city are on the
rise.

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.

DISCUSSION NOTE

Committee date: 17 October 2023

There was an appropriate quorum at the committee and the members
confirmed that they were free from recusal. It was agreed that the
data was sufficiently robust relative to its materiality. During
the committee no material issues were raised that were not in the
original committee package. The main rating factors under the
relevant criteria were discussed by the committee members. The
rating decision as discussed in this rating action commentary
reflects the committee discussion.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Kharkov's ratings are linked to the sovereign ratings.

   Entity/Debt                Rating                    Prior
   -----------                ------                    -----
Kharkov, City of   LT IDR     CC       Affirmed          CC
                   ST IDR     C        Affirmed          C
                   LC LT IDR  CCC-     Affirmed          CCC-
                   Natl LT    A+(ukr)  Revision Rating   AA-(ukr)




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

ELVET MORTGAGES 2023-1: Fitch Assigns BB+(EXP)sf Rating on E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Elvet Mortgages 2023-1 PLC's notes
expected ratings, as follows:

   Entity/Debt               Rating           
   -----------               ------           
Elvet Mortgages
2023-1 PLC

   Class A XS2706345167   LT AAA(EXP)sf  Expected Rating
   Class B XS2706345670   LT AA-(EXP)sf  Expected Rating
   Class C XS2706345910   LT A-(EXP)sf   Expected Rating
   Class D XS2706346058   LT BBB(EXP)sf  Expected Rating
   Class E XS2706346132   LT BB+(EXP)sf  Expected Rating
   Class Z XS2706346215   LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

The transaction is a securitisation of owner-occupied residential
mortgages originated in England, Wales, Scotland and Northern
Ireland by Atom Bank plc, which originated its first mortgage loan
in December 2016. This is the fifth UK residential mortgage
securitisation originated by Atom.

KEY RATING DRIVERS

Prime Owner-Occupied Originations: The loans in the pool have
characteristics in line with Fitch's expectations for a prime
mortgage pool. These include limited previous adverse credit, full
income verification, full or automated valuation model (AVM)
property valuations and a clear lending policy, which follows an
automated decision-making model. Approximately 66% of the pool has
been originated in 2023.The weighted average (WA) original
loan-to-value (LTV) for the pool is 81.2% and the WA debt-to-income
(DTI) is 30.0%.

FTB Concentration: Of the borrowers in the pool, 48.4% are
first-time buyers (FTBs). Fitch considers that FTBs are more likely
to suffer foreclosure than non-FTBs. In line with its criteria,
Fitch has applied an upward foreclosure frequency (FF) adjustment
of 1.1x to each loan where the borrower is an FTB.

Material AVMs, Strong Controls: AVM account for 40.0% of all
valuations in the pool. Atom Bank's lending policy allows the use
of AVMs for loans secured on properties (house or low rise flat)
with standard construction, with tiering based on LTV and the
difference between the AVM valuation and loan application value.
Since a material proportion of the pool (7.9%) was valued via an
AVM and had an original LTV greater than or equal to 90%, Fitch
applied a 5% haircut to the valuation of these loans.

Interest Rate Hedge: The issuer has entered into a vanilla interest
rate swap to hedge the mismatch between the fixed rate of interest
paid on the assets and SONIA-linked liabilities. The notional of
the swap is equal to the scheduled amortisation profile of loans
during their fixed-rate periods assuming no prepayments and no
defaults.

In Fitch's cash flow analysis, the combination of high prepayments,
front-loaded defaults and decreasing interest rates has driven the
model-implied ratings, as in this scenario the issuer is
over-hedged and out of the money.

SVR Criteria Variations: In Fitch's asset modelling, it used a bank
base rate (BBR) input of 4% rather than using the criteria defined
rate, which is BBR as at the pool-cut-off date of 5.25% at August
2023. This ensures the interest rate applied when calculating the
borrower DTI is equal to Atom's current standard variable rate
(SVR) of 7.14%.

In Fitch's cash flow analysis, when determining the SVR margin over
SONIA in stable and decreasing interest rate scenarios, Fitch used
the SVR margin applied during the initial analysis of Elvet
Mortgages 2021-1 PLC. Fitch deemed this rate reflective of the SVR
margin in a decreasing interest rate scenario, as Atom's current
SVR margin has compressed by around 1.5% in the current rising
interest rate environment.

Both adjustments are variations to the UK RMBS Rating Criteria.

RATING SENSITIVITIES

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

Material increases in the frequency of defaults and loss severity
on defaulted receivables producing losses greater than Fitch's base
case expectations may result in negative rating action on the
notes. Fitch's analysis revealed that a 15% increase in the WAFF,
along with a 15% decrease in the WA recovery rate (RR), would imply
a downgrade of up to two notches for all classes of notes.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancment and
potentially upgrades. Fitch tested an additional rating sensitivity
scenario by applying a decrease in the WAFF of 15% and an increase
in the WARR of 15%. The impact on the notes could be upgrades of up
to two notches for the class B, C, D and E notes.

CRITERIA VARIATION

Fitch applied an asset level criteria variation to ensure the
stress rate modelled is not below Atom Bank's current SVR. It also
applied a Multi Asset Cash Flow Model criteria variation to model a
margin in stable / decreasing interest rate scenarios that is
representative of expectations in a scenario where margin
compression due to rate rises is not present. Both represent
variations to the UK RMBS Rating Criteria.

DATA ADEQUACY

Elvet Mortgages 2023-1 PLC

Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

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

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.


ENTAIN PLC: S&P Affirms 'BB' LT ICR & Alters Outlook to Negative
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Entain PLC to negative
from stable and affirmed its 'BB' long-term issuer credit rating on
the group and its 'BB' issue rating on the group's senior secured
debt.

The negative outlook on the long-term issuer credit rating
indicates S&P's view that leverage will continue to remain elevated
above 5.0x in 2023 and 2024 and cash generation will remain subdued
as a result of the increased gross debt and the HM Revenue and
Customs (HMRC) investigation provision.

Regulatory pressures in key markets will mount on the group's
operating performance. Gambling is inherently exposed to changes in
the regulatory landscape. However, over the last 12-18 months, some
of the group's key geographies, including the U.K. and Germany,
have put in place measures that S&P expects to affect the group's
NGR online generation. In the U.K., the publication of the long
anticipated White Paper for the Gambling Industry was published in
April 2023 outlining several protections and restrictions for
consumers. Larger players like Entain had already put some of these
measures in place and may end up benefiting from smaller players
being challenged by the new restrictions. Those regulations ended
up having about 10 percentage point impact on Entain's online NGR
generation during the first half of 2023, where NGR fell by 2% in
the U.K. In Germany, Entain's online NGR fell by 30% during that
same period, as Entain saw challenges because of the limited
enforcement of the new regulation.

S&P said, "We anticipate the group will focus on the integration of
the recent acquisitions over the next 12-24 months. Entain has made
large acquisitions over the last 12 months, including BetCity in
the Netherlands, SuperSport in Croatia, and STS in Poland, and it
has entered a strategic agreement with TAB NZ. We expect total cash
outflows related to acquisitions to approach GBP1.3 billion in
2023. We expect the group will focus on the integration of the
acquisitions over the next couple of years, including the
integration of some of those businesses into Entain's proprietary
technology platform. There remains an element of execution risk,
but we believe it is mitigated by the company's record of
integrating new entities into its platform. Most of these
acquisitions were funded using internal cash resources or newly
issued debt, except STS in Poland for which the group raised GBP600
million to pay the GBP450 million net consideration for that
business and set aside the remainder to use for other acquisitions.
The initial consideration for TAB NZ was only GBP85 million, but
Entain has recognized a total deferred and contingent consideration
of GBP1.1 billion, including guaranteed payments for the first five
years. We include those amounts as part of the adjusted debt
metrics according to our criteria, " Corporate Methodology: Ratios
And Adjustments," published April 1, 2019.

"We expect revenue to reach GBP4.8 billion in 2023, with S&P Global
Ratings-adjusted EBITDA of about GBP900 million, and to surpass
GBP5 billion and GBP1 billion, respectively, in 2024. Contributions
of the newly acquired businesses will offset regulatory pressures,
resulting in our forecast for revenue to increase by 10%-11% in
2023 and 7%-8% in 2024. We continue to see some stress on margins
in 2023 owing to inflationary pressures in items such as wages and
additional costs related to the integration of the new businesses.
This would result in EBITDA margins falling by 80–100 basis
points (bps) in 2023 before recovering toward 20% from 2024."

Entain's GBP585 million provision in relation to the HMRC
investigation adds pressure to debt metrics and cash generation. On
Aug. 10, 2023, Entain announced that it had made a provision of
GBP585 million for a potential settlement related to the HMRC
investigation into its Turkish legacy business, which the company
sold in 2017. Entain was under investigation under Section 7 of the
Bribery Act 2010 for the failure to set up adequate procedures to
prevent persons associated with the group from undertaking bribery
for the benefit of the commercial organization. S&P said, "Subject
to court approval and ratification, which we expect by the end of
2023, we anticipate the settlement would be payable over four years
(i.e., GBP146 million per year), impacting Entain's cash flow
generation. Also, in line with our "Corporate Methodology: Ratios
And Adjustments," we include the total provision amount (GBP585
million) in our adjusted debt metrics for 2023. Although we
consider regulatory risks inherent to the gambling industry and it
is part of our environmental, social, and governance assessment on
the group, we note that the final amount payable anticipated is
above the initial expectations, as well as above fines received by
peers. Notwithstanding this and its materiality to the group's cash
flows, we also note it relates to a period prior to the current
executive management."

As a result of the above, S&P anticipates S&P Global
Ratings-adjusted debt will reach GBP5.5 billion in 2023, resulting
in stretched leverage metrics. The group has significantly
increased its financial debt over the last 12 months, including the
newly issued $1 billion term loan B (TLB) in October 2022 and most
recently with the GBP100 million of additional debt raised as part
of the refinancing of the Ladbrokes notes (GBP500 million of new
debt used for the repayment of GBP400 million of outstanding
notes). In addition to that, S&P includes the following items as
part of its adjusted net debt:

-- GBP585 million HMRC settlement provision;

-- GBP1.2 billion of deferred and contingent considerations;

-- GBP309 put options related to the put option in relation to
Entain CEE (enforceable from November 2025); and

-- About GBP280 million from leases.

S&P said, "This is expected to result in adjusted leverage at
around 6.0x in 2023 (5.0x excluding TAB NZ adjustments), which we
expect to rapidly deleverage toward 5.0x in 2024 (approximately
4.0x) and 4.0x–4.5x (about 3.5x) in 2025 as the group benefits
from the contribution of the acquired businesses and pays down the
HMRC settlement at about GBP146 million per year.

"We expect cash interest expense to more than double, resulting in
FOCF dropping toward GBP350 million versus 2022. Entain refinanced
most of its debt during 2022 and 2023 and although the group has a
hedging policy in place allowing it to fix its interest rate and
minimize its floating rate exposure, the increasing interest rate
environment will have a large effect on cash flow generation. We
expect cash interest expense to increase from about GBP100 million
in 2022 to GBP230 million-GBP280 million in 2023 and 2024,
resulting in FOCF falling towards GBP350 million in 2023 from
GBP431 million in 2022, despite the increase in EBITDA to about
GBP450 million in 2024 and above GBP600 million in 2025. The drop
in FOCF in 2023, together with the large increase in adjusted debt,
will result in FOCF to debt falling below 10% over the next couple
of fiscal years before recovering in 2025 to 13%-15%.

"BetMGM has outdelivered operating performance expectations and we
continue to view it as the key growth engine. BetMGM, the 50-50
joint venture of Entain and MGM in the U.S., is currently present
in 26 U.S. states and continues its growth in key states such as
Kentucky and North Carolina. The group has a self-reported 18%
market share across iGaming and sports betting, remaining behind
Flutter, which had a market share in sports betting of up to 50%
and in iGaming of 21%). We consider BetMGM as a key growth engine
for the group, although we note the potential risk of delays on
legalization in certain states that could impact NGR growth
ambitions. We do not consolidate BetMGM into the group's accounts,
but BetMGM is expected to generate almost $2 billion NGR in 2023
and turn EBITDA positive during the second half of 2023, thus not
requiring further support from Entain in the future (we have
estimated $75 million of funding from Entain into BetMGM in line
with management's guidance for 2023 and we expect this to be the
last capital injection). Improving operating performance and cash
flow generation is expected to result in potential dividends from
BetMGM to its shareholders, Entain and MGM. We would include the
cash dividend receipts in our EBITDA metrics according to our
"Corporate Methodology: Ratios And Adjustments."

"Entrance into new markets through the latest acquisitions and the
expansion in the U.S. continue to enhance the business profile.
Since we first rated the group in 2018, it has significantly
invested in expanding into new geographies with strong growth
potential, such as the U.S. through BetMGM, New Zealand, or
Southern and Eastern Europe. This reduces regulatory risk, thanks
to diversification, and also enlarges its revenue-generating base.
The group has furthermore enhanced its market share, retaining a
position among the top three in most markets where it operates, as
well as having a diverse range of brands and offerings. Entain
benefits from the ownership and development of its proprietary
technology, allowing the group operational flexibility and reducing
regulatory risk and business scalability as new acquisitions are
migrated onto the platform. The recent acquisitions have allowed
the group to expand its size and we now expect Entain to report S&P
Global Ratings-adjusted EBITDA above GBP1 billion in 2024."

The negative outlook indicates a financial risk profile that is
currently at the weaker end of the range. This follows an increase
in debt-funded acquisition activity in 2023, with the acquisition
of STS, substantial additional contingent and deferred
consideration debt adjustments, along with the HMRC settlement
provision.

S&P said, "Our forecast is that S&P Global Ratings-adjusted
leverage will continue to remain high for the rating, at well above
5x in 2023, and fall toward around 5x in 2024. Additionally, cash
generation will remain subdued with adjusted FFO to debt between
10%-12% and FOCF to debt comfortably below 10% over the next 12-24
months as a result of the increase in gross debt and notably the
HMRC investigation settlement. Our FOCF forecast is before any cash
outflows to HMRC, TAB NZ revenue share, and shareholder
dividends--which, in aggregate, could be significantly below the
line outflows.

"We expect the group's credit profile to improve into 2025 as it
integrates the recent acquisitions, combined with organic growth
and BetMGM turning sustainably positive and beginning to contribute
dividends over time. This results in our base case adjusted
leverage reducing toward 4.0x-4.5x and FOCF to debt at 13%-15% in
2025. Entain continues to benefit from market-leading positions,
strong brands, and geographic and product diversification as a
result of its recently acquired businesses, including STS in
Poland, TAB NZ, SuperSport, and others. This should provide it with
sufficient operational stability to generate S&P Global
Ratings-adjusted FOCF of around GBP350 million in 2023 and above
GBP400 million in 2024.

"We could lower the rating if the company significantly
underperformed our base case as a result of further regulatory
pressures, macroeconomic volatility, or delay in the integration of
the acquired businesses." Additionally, metrics could also
significantly weaken from any further impact on adjusted debt,
including material debt-funded acquisitions or additional
contingent and deferred consideration liabilities. As such, the
absolute reported FOCF generation remains material to the forecast
and is a key rating support. Accordingly, S&P could consider a
downgrade if:

-- Adjusted FOCF to debt were to fall notably below 5% (about 6.5%
excluding TAB NZ adjustments), without a clear sustainable path
back above this level in the nearer-term forecast (for example,
12-24 months);

-- S&P Global Ratings-adjusted debt to EBITDA remained well above
5.0x (about 4.2x excluding TAB NZ adjustments) for a sustained
period without a clear deleveraging path back under 5.0x; or

-- Liquidity fell below adequate or in our view there were any
broader indications of notable decline in the group's business
performance and standing taken in aggregate, such as declining
margins, market shares, or falls in organic earnings.

S&P could revise the outlook to stable if:

-- The company showed improved cash flow generation resulting in
FOCF to debt around the middle of the 5%-10% range (about
6.5%-11.5% excluding TAB NZ adjustments) and net cash flow was
supported by minimal below-the-FOCF-line items, including potential
HRMC settlement payments, such that discretionary cash flow was
available to the group in augmenting a degree of financial
flexibility.

-- The group showed a clear path to deleveraging its balance sheet
at least in line with our base case over time as it continues to
navigate the regulatory landscape and integrates the recent
acquisitions.

The business strength remained an evident support of the rating, in
part evidenced by: 1) stable to improving operating margins; 2)
maintenance of diversification and market shares; 3) organic group
earnings stability; and 4) evidence of improving performance toward
sustainable cash flow generation in the U.S.

Social and governance factors continue to be a moderately negative
consideration in S&P's analysis of Entain. Like most gaming
companies, Entain is exposed to regulatory and social risks and the
associated costs related to increasing player health and safety
measures, prevention of money laundering, and changes to gaming
taxes and laws. Recent regulatory changes in Germany, Australia,
and the U.K. have significantly affected the group's NGR generation
in those geographies. In the U.K., the white paper reviewing the
U.K.'s Gambling Act 2005 published in April 2023 has added
additional regulatory pressures for companies operating in the
sector, given the white paper's recommendation to increase
affordability measures as well as place restrictions in
advertising, implement additional checks, among other measures.
However, S&P believes that large players like Entain are better
prepared to face those changes than smaller players, given they had
in most cases already put in place several measures in preparation
for the conclusions of the white paper.

S&P said, "The group has also published an update regarding the
investigation by the U.K.'s HMRC into bribery claims on the group's
disposed Turkish operation. Entain has made a provision of GBP585
million for the potential settlement following the DPA
investigations, which we expect to conclude with court judgements
by the year's end. We do not factor any material license risk or
further sanctioning into our ratings at this stage, other than
those provisions already announced. Holistically, regarding all
ongoing investigations, we incorporate a degree of risk into our
preexisting business and financial assessments of the group. Entain
has a commitment to operate exclusively in regulated markets and
strengthen its processes and accountability. Now that Brazil has
incorporated regulation of sports betting, Entain operates in 100%
regulated or regulating markets."


INLAND HOMES: Patchworks Construction Work Halts After Collapse
---------------------------------------------------------------
Charlotte Banks at Construction News reports that construction work
has stopped on a GBP90 million high-rise scheme in east London
after the main contractor went into administration.

Inland Homes was contracted to build Patchworks in Walthamstow, a
residential-led development providing 583 homes across six blocks.
The housebuilder went into administration in October, Construction
News recounts.

One of the project's subcontractors told Construction News that
their company had lost half-a-million pounds on the project and was
unsure when work would start again.

Inland Homes filed a notice of intention to appoint administrators
on Sept. 27, Construction News relates.  "The next day we went to
site and we were told we weren't allowed in," the source said.

Occupying the site of a former Homebase, Patchworks was one of the
contractor's highest-value projects, Construction News notes.

Work started in June 2021, and two of the six blocks were completed
this summer, Construction News recounts.  The whole project was due
to be completed in March 2025, Construction News  states.

Waltham Forest Council told Construction News it would "work with
administrators and contractors to ensure a delivery plan is
agreed".

According to Construction News, in a stock-market update after
entering administration, Inland said: "Inland has reviewed options
to continue its policy of seeking to complete existing construction
projects at the same time as undertaking a comprehensive programme
of disposals of its land assets, most of which are held as
inventory."

Administrators from FRP Advisory were appointed on Oct. 4,
Construction News recounts.


JERSEY REDS: Creditors Meet with Liquidators
--------------------------------------------
BBC News reports that people and companies owed money by the Jersey
Reds have met to see what assets the club still has after it ceased
trading.

The Championship-winning club went into liquidation in September
after it was unable to pay its players and staff due to an investor
pulling its funding, BBC recounts.

The government also voted against financially supporting the club
for the rest of the season, BBC discloses.

According to BBC, creditors with a "valid claim against the
company" met with liquidators to see what assets the Reds have, and
what can be sold to pay off debts -- including a tax bill of
GBP457,000 owed to the government.

Kristina Moore, Jersey's Chief Minister, said the Reds had been
"given extra time to pay outstanding Social Security, ITIS, GST and
licence amounts", BBC relates.


LECTA LTD: Moody's Lowers PDR to 'Ca-PD', Outlook Negative
----------------------------------------------------------
Moody's Investors Service has downgraded to Ca-PD from Caa2-PD the
probability of default rating and affirmed the Caa2 long term
corporate family rating of Lecta Ltd (Lecta). Concurrently Moody's
affirmed the B3 rating of the EUR115 million backed senior secured
bank credit facilities borrowed by Paper Industries Holding S.a r.l
and affirmed the Caa3 rating of the EUR256 million backed senior
secured notes issued by Paper Industries Intermediate Fin. S.a r.l.
The outlook on all three entities remains negative.

Moody's decision follows Lecta's announcement [1] where the company
informed the market about its agreement with the majority of its
shareholders and creditors on a proposed refinancing. Moody's
considers the positive effect of the transaction, which, if
successfully completed, would assist to resolve the company's
liquidity issues and facilitate the transformation process towards
specialty paper to be initially largely balanced by a further
increase in debt which would negatively weigh on the capital
structure. The downgrade of the PDR to Ca-PD from Caa2-PD reflects
the increased probability of a default since the planned extension
of debt maturities under the proposed transaction will be viewed as
a distressed exchange by Moody's.

RATINGS RATIONALE

The Caa2 CFR continues to be constrained by the company's upcoming
debt maturities and the elevated risk of a debt restructuring, its
still-sizeable exposure to coated woodfree (CWF) paper, which is
structurally declining in mature markets and requires continuous
restructuring and proactive capacity management. The CFR is also
constrained by Lecta's limited vertical integration into pulp, with
internal production currently covering just about one-third of its
needs, exposing the company to the volatility in pulp prices;
continued negative free cash flow and still high leverage of 116x
Moody's adjusted debt/EBITDA for the 12 months that ended June
2023.

At the same time the CFR of Lecta is primarily supported by the
company's market-leading position in CWF paper in Southern Europe,
where its assets are located close to end-customers and require
limited maintenance capital spending; solid and growing market
positions in specialty papers, which offer higher average operating
profitability than CWF paper, and underlying demand growth for the
majority of grades; good vertical integration into energy and base
paper for specialty papers, with the latter covering around 90% of
its needs; and own distribution network, which is a source of
additional EBITDA and provides access to a wider portfolio of
customers.

OUTLOOK

The negative outlook reflects the uncertainty if the refinancing
will be completed as proposed and the risk that finally a
restructuring transaction with a material haircut to debt may be
decided.

LIQUIDITY

Lecta's liquidity is weak. Liquidity sources include EUR154 million
of reported cash and cash equivalents on balance sheet as of June
2023, further supplemented by EUR15 million availability under the
EUR35 million backed senior secured revolving credit facility that
matures in January 2024 and can be extended upon Lecta's request
without requiring lender's consent by one year to January 2025.
Nevertheless, continued negative FCF, along with volatile working
capital, adds to the company's relatively sizeable exposure to
various supply-chain financing and factoring arrangements, some of
which are short term in nature and uncommitted.

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

Lecta's ratings could be downgraded in case of signs for a lower
recovery for creditors compared to the current proposal.

The ratings could be upgraded if Lecta's operating performance
materially improves and the company refinances its upcoming debt
maturities enabling it to execute its commercial strategy and
transformation plan.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Paper and
Forest Products published in December 2021.

COMPANY PROFILE

With its legal headquarters in London, Lecta Ltd (Lecta) is a
leading coated fine paper manufacturer in Italy, France and Spain.
The company also has a growing specialty paper offering and a
distribution business in Italy, Spain, Portugal and France. Lecta
generated around EUR1.6 billion in sales for the 12 months that
ended in June 2023 and has around 2,850 employees.


PATTY & BUN: To Shut Down Soho Branch on October 28
---------------------------------------------------
Ellie Smitherman at The Sun reports that a fast-food chain known
for serving the "best burgers" is shutting a busy branch in the
next few days.

According to The Sun, Patty & Bun is pulling down the shutters on
its popular Soho branch this week.

The restaurant located in Old Compton Street, London, will be
closing its doors for the last time on Saturday, Oct. 28, it
confirmed on social media, The Sun discloses.

Staff said the decision to leave was "out of our control" and
directed hungry diners to the next closest site in Kingly Street,
The Sun relates.

It comes after Patty & Bun agreed a Company Voluntary Arrangement
(CVA) with insolvency specialists Valentine & Co in a bid to sort
out its finances last month, The Sun notes.

The burger chain owes its creditors -- anyone that a business might
owe money to -- more than GBP1.7 million, The Sun states.

But Patty & Bun's agreement means that its sites can continue to
trade as normal, The Sun notes.

Earlier this year, the chain closed its branch in Notting Hill.

It has currently has nine branches, with eight in London and one in
Brighton.

Once the Old Compton Street branch closes it will bring its total
down to eight, as well as two pop-up sites, according to The Sun.


RESIDENTIAL MORTGAGES 32: S&P Affirms 'BB+' Rating on Cl. F1 Notes
------------------------------------------------------------------
S&P Global Ratings affirmed its 'AAA (sf)', 'AA+ (sf)', 'AA (sf)',
'A+ (sf)', 'BBB+ (sf)', and 'BB+ (sf)' credit ratings on
Residential Mortgage Securities 32 PLC's class A, B-Dfrd, C-Dfrd,
D-Dfrd, E-Dfrd, and F1-Dfrd notes, respectively.

The affirmations reflect that while there has been a significant
deterioration in performance since S&P's previous review, credit
enhancement on the rated notes has increased due to prepayments and
the fact that the transaction is amortizing sequentially.
Loan-level arrears currently stand at 33.09%, up from 17.90% at its
previous review. Arrears of greater than or equal to 90 days
currently stand at 21.61%, compared with 12.70% previously. Both
metrics are significantly higher than its U.K. nonconforming RMBS
index for pre-2014 originations, where total arrears currently
stand at 16.9% and severe arrears stand at 10.15%.

The level of prepayments has been broadly in line with S&P's U.K.
nonconforming index for pre-2014 originations. This led to a
build-up in credit enhancement on the rated notes, which has offset
the significant increase in arrears.

The general reserve fund remains at its target as it has since
closing.

Overall, since closing, the weighted-average foreclosure frequency
(WAFF) has increased at all rating levels, driven by this increase
in arrears. The increase in arrears also reduces the seasoning
benefit that the pool receives, which also increases the WAFF. At
the same time, self-certified loans that are seasoned do not
receive the self-certified adjustment if they are current, and so a
greater proportion of loans now receive the self-certified
adjustment given the increase in arrears.

At the same time, the pool's weighted-average loss severity (WALS)
has decreased at all rating levels driven by a steady increase in
house prices, which has led to a reduction in the pool's
weighted-average indexed current loan-to-value (LTV) ratio.

Considering the historical loss severity levels registered for the
transaction, the data suggests that the portfolio's underlying
properties may have only partially benefited from the rising house
prices, and S&P has therefore applied a valuation haircut to
reflect this. There have been 38 repossessions since closing, with
28 repossessed properties sold, and total losses of £387,385
incurred on these sales.

Overall, since S&P's previous review, the required credit coverage
has increased at all rating levels.

  Table 1

  Portfolio WAFF and WALS
                           
                                       BASE FORECLOSURE
                                          FREQUENCY COMPONENT
                             CREDIT       FOR AN ARCHETYPICAL
  RATING   WAFF     WALS     COVERAGE     U.K. MORTGAGE
  LEVEL    (%)      (%)      (%)          LOAN POOL (%)

  AAA      53.27    30.48    16.24        12.00

  AA       47.36    23.26    11.02         8.10

  A        43.76    12.91     5.65         6.10

  BBB      39.86     7.99     3.18         4.20

  BB       35.45     5.25     1.86         2.20

  B        34.44     3.48     1.20         1.75

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.

S&P said, "Our credit and cash flow results indicate that the
available credit enhancement for the class A notes continues to be
commensurate with the assigned rating. We therefore affirmed our
'AAA (sf)' rating on the class A notes.

"The rating on the class B-Dfrd notes is below that indicated by
our cash flow analysis. These notes are rated according to the
payment of ultimate interest and principal, and we do not believe a
deferrable note is commensurate with the definition of a 'AAA'
rating. We therefore affirmed our 'AA+ (sf)' rating on the class
B-Dfrd notes.

"The ratings on the class C-Dfrd, D-Dfrd, E-Dfrd, and F1-Dfrd notes
are below the levels indicated by our standard cash flow analysis.
The assigned ratings consider sensitivity to higher levels of
defaults due to macroeconomic factors and extended recovery timing,
as well as the negative performance trend observed since closing.
The ratings assigned also reflect the type of collateral that has
been securitized: legacy pre-2014 originations of nonconforming,
largely interest-only collateral."

Macroeconomic forecasts and forward-looking analysis

S&P said, "We expect U.K. inflation to remain high for the rest of
2023 and forecast the year-on-year change in house prices in
fourth-quarter 2023 to be 6.6% and 4.9% in first-quarter 2024.
Although high inflation is overall credit negative for all
borrowers, inevitably some borrowers will be more negatively
affected than others, and to the extent inflationary pressures
materialize more quickly or more severely than currently expected,
risks may emerge.

"We consider the borrowers to be nonconforming and as such are
generally less resilient to inflationary pressure than prime
borrowers. At the same time, all of the borrowers are currently
paying a floating rate of interest and so will be affected by rate
rises. This has been observed since our previous review, with the
pool's weighted-average interest rate increasing to 8.8% from
4.8%.

"Given our current macroeconomic forecasts and forward-looking view
of the U.K. residential mortgage market, we have performed
additional sensitivities related to higher levels of defaults due
to increased arrears and house price declines. We have also
performed additional sensitivities with extended recovery timing
due to observed delays to repossession owning to court backlogs in
the U.K. and the recent repossession grace period announced by the
U.K. government under the Mortgage Charter.

"We therefore ran eight scenarios with increased defaults and
higher loss severity up to 30%. The results of the sensitivity
analysis indicate a deterioration of no more than one category on
the notes, which is in line with the credit stability
considerations in our rating definitions.

"There is a maximum one-notch deterioration for the class D-Dfrd
and F1-Dfrd notes in the sensitivities with extended recovery
timing, with no impact for the other rated notes. We are
comfortable with the results of this sensitivity as we do not
expect recovery timing to be elevated for the transaction's life."


S C LYONS: Administrator May Opt for CVA to Rescue Business
-----------------------------------------------------------
Chris Tindall at MotorTransport reports that the administrator for
a Somerset haulage firm is trying to rescue the business through a
company voluntary arrangement (CVA) after a review of its financial
position showed that it was still solvent.

According to MotorTransport, insolvency practitioners at Leonard
Curtis said S C Lyons Haulage had "strong outgoing cumulative net
cash flow projections" and was solvent.


SELAZAR: Survival Dependent on Lender's Financial Support
---------------------------------------------------------
Flavia Gouveia at Belfast Telegraph reports that the joint
administrators of failed ecommerce firm Selazar have revealed that
the company was only staying afloat because of continued financial
support from its lender.

The Belfast-based company went into administration last month with
the loss of 40 jobs citing "liquidity challenges", Belfast
Telegraph relates.


TRITON UK: Moody's Downgrades CFR to Caa1, Outlook Negative
-----------------------------------------------------------
Moody's Investors Service has downgraded Triton UK Midco Limited's
(Synamedia or the company) corporate family rating to Caa1 from B3
and probability of default rating to Caa1-PD from B3-PD. This
rating action concludes the review for downgrade opened in April
2023. Concurrently, Moody's affirmed the B3 rating of the $305
million senior secured first lien term loan due October 29, 2024
($232million outstanding as of end of September 2023, "First Lien")
and the senior secured first lien revolving credit facility (RCF)
issued by Synamedia Americas Holdings, Inc. The outlook for both
entities is negative.

RATINGS RATIONALE

Moody's understand the company is progressing discussion with a
number of lenders to refinance all debt facilities. However, the
rating agency doesn't expect Synamedia will complete the refinance
the First Lien prior to October 29, 2023, when it will become
current as maturing within a year. Synamedia's rating downgrade
reflects the delays in refinancing its First Lien debt. Synamedia's
liquidity could materially deteriorate within the next 12 months as
the RCF's maturity (May 2026) would spring forward 91 days prior to
the First Lien maturity (to about the end of July 2024) if no
refinancing had taken place by such time.

Moody's acknowledges Synamedia's recent efforts to restructure its
high cost base through a significant personnel reduction, which the
company expects to generate over $80 million in cost savings.
Although the rating agency expects FCF to be positive and EBITDA to
grow on Moody's-adjusted basis in 2024, Moody's still views
Synamedia's business model as challenged as Media Cloud Services
and Video Network revenues growth have yet to offset the structural
decline in Broadcast Technology divisions.

LIQUIDITY

Moody's views Synamedia's liquidity as weak. Synamedia is yet to
refinance the First Lien that is due 29 October 2024. After further
amortization of $23 million in the next year the balance at
repayment is $209 million.

The $60 million RCF commitments will reduce by $5 million as of
November 1, 2023 and the RCF documentation includes a springing
forward maturity clause that will be triggered if refinancing of
the First Lien has not been completed by the end of July 2024.

ESG CONSIDERATIONS

Moody's assessed the company's governance to be a key driver for
the rating action. The rating agency has changed the Governance
score of Synamedia to IPS-5 from IPS-4 reflecting the delay in
completing the refinancing.  The credit impact score (CIS) has also
changed to CIS-5 from CIS-4 which reflects the very material impact
of Governance considerations on Synamedia's credit rating.

STRUCTURAL CONSIDERATONS

Moody's B3 rating of the First Lien and the RCF facilities is one
notch above the CFR of the company. The rating uplift is supported
by the presence in the capital structure of USD100 million of
second lien due in 2025, which is not rated by Moody's.

The security package is standard in the leverage finance market and
is represented largely by share pledges. While the security package
is considered weak, Synamedia's recent restructuring progress
should result in improving FCF generation thereby improving the
prospects of high recovery for First Lien lenders in a default
scenario.

RATING OUTLOOK

The negative outlook reflects Moody's assessment of Synamedia's
liquidity to further weaken in the next 12 months and the remaining
uncertainty about timing of First Lien's refinancing.

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

Synamedia's ratings could be upgraded once refinancing of the First
Lien is completed, the company's revenue for FY2024 are at least in
line with FY2023 and gross margins remain stable. An upgrade would
also require liquidity to be adequate, Moody's-adjusted leverage to
remain below 3.5x, and a track record of growing non-legacy revenue
(the legacy business being the set-top boxes software).

The ratings could come under downward pressure if the company fails
to refinance the First Lien or revenue decline is higher than
Moody's anticipated.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

COMPANY PROFILE

Headquartered in Staines, UK, Synamedia is a global provider of
video infrastructure technology whose portfolio features video
network services; anti-piracy solutions and intelligence; and video
platforms with fully-integrated capabilities including cloud
digital video recording (DVR) and advanced advertising. The company
operates through 3 segments: (1) Broadcast Technologies, (2) Media
Cloud Services, and (2) Video Network.


WARWICK PRINTING: Former Factory Remains Unsold Despite Price Cut
-----------------------------------------------------------------
Jo Francis at Printweek reports that Warwick Printing Company's
former factory remains stubbornly unsold, despite a massive
reduction in the asking price.

According to Printweek, the company was placed into voluntary
liquidation in August 2022, with directors Paul and Alan Young
confident at the time that it would be able to pay off all its
debts in full within 12 months, and even produce a surplus.

The brothers signed a Declaration of Solvency to that effect,
Printweek discloses.

However, after the property failed to sell the process moved into
an insolvent liquidation earlier this year, Printweek notes.

The original estimated value of its freehold factory has turned out
to be wildly over-optimistic, Printweek states.

It was initially on the market for GBP1.75 million, Printweek
relays.

The 1,417sqm property on the Sydenham Industrial Estate is for sale
via EHB Reeves, Printweek discloses.

Over the intervening 15 months the asking price has been reduced
multiple times, and it is now on the market for just GBP1.15
million, Printweek notes.

According to the latest report from liquidators at Larking Gowen,
two offers had been made for the factory, one for GBP1.5 million in
October 2022 and one for GBP1 million in July, but both ended up
being withdrawn, Printweek discloses.

The building had been on Warwick's books with a value of GBP1.48
million, Printweek says.

Joint liquidator Andrew Kelsall said that unsecured,
non-preferential creditors should eventually receive some sort of
dividend, Printweek relates.

Trade and expense creditors are owed GBP874,912, Printweek states.


[*] UK: Company Administrations Up 28% in Q3 2023, Kroll Says
-------------------------------------------------------------
Kroll, the leading independent provider of global risk and
financial advisory solutions, has published new insights on UK-wide
company administrations for Q3 2023. The data show that
administrations are higher this year than last year, with
particular trends spotted in Construction, Real Estate,
Manufacturing and Food & Drink.

On a pro-rata basis, 2023 administrations are tracking 28.0% higher
compared to 2022.  Although the average monthly administrations for
this year to date (106) are in fact below pre-pandemic levels
(116), they are continuing on an upward trajectory. Compared to the
same quarter in 2022, total monthly appointments for administrators
are 30% higher with 337 companies entering into administration from
July to September 2023.  

2023 has seen 955 administrations so far.  A total of 995 were
recorded for the entirety of 2022, indicating that we are likely to
see the final figure surpass last year's total. Construction (127)
and Manufacturing (111) have displayed the highest number of
administrations this year, with Retail administrations also on the
rise.  Food & Drink businesses have seen a substantial increase in
administration appointments, up 83.6% on last year (pro-rated).  

The top sectors for administrations across the UK in Q3 2023 are:
Construction (48), Real Estate (47 Manufacturing (40), Retail
(36),) and Food & Drink (73).

Administrations are a formal insolvency process designed to rescue
viable elements of a struggling business or increase returns for
outstanding creditors.  As administrations are generally applied to
larger businesses with more employees, they tend to be a better
representation of the health of the economy, whereas company
liquidations represent small and microbusinesses, with very few
assets and debts.

The number of administrations has been on an upward trajectory
since the end of 2021, when pandemic financial support and other
protective measures came to an end. Lack of access to affordable
capital, reduction of Governmental support and inflationary
pressures driving up staffing costs has led to the increase of
companies entering into administration. While there were other
contributing factors such as soaring energy prices and an increase
in HMRC winding-up orders, the recent increase in corporation tax
and reduction of government subsidies on energy bills will continue
to put pressure on stressed businesses.  

Sarah Rayment, Managing Director, Kroll: "The cost-of-living crisis
is also a cost-of-doing-business crisis, and this is evident from
our company insights. We are yet to see the peak of company
administrations and are likely to see a steady increase as the year
progresses. The cost of borrowing and the lack of access to working
capital coupled with difficulties in passing on increased supplier
and material costs will undoubtedly continue to leave companies
incredibly vulnerable.  

"It is unsurprising that construction and manufacturing continue to
lead the way with their traditionally low margins leaving little
breathing space. Food and drink administrations are also on the
rise as costs continue to increase and companies struggle to pass
price hikes on to end customers. While there are steps companies
can take to start mitigating cash flow issues and reliance on
previous financial support, it is likely we will see the numbers
surpass the pre-pandemic average by the end of 2023."

                           About Kroll

As the leading independent provider of risk and financial advisory
solutions, Kroll leverages our unique insights, data and technology
to help clients stay ahead of complex demands. Kroll’s team of
more than 6,500 professionals worldwide continues the firm’s
100-year history of trusted expertise spanning risk, governance,
transactions and valuation.  Learn more at Kroll.com.  



                           *********


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
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Information contained herein is obtained from sources believed to
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