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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

          Wednesday, November 19, 2025, Vol. 26, No. 231

                           Headlines



B U L G A R I A

PHOENIX RE: Fitch Affirms & Withdraws 'B-' IFS Rating


D E N M A R K

GENMAB A/S: Fitch Assigns 'BB(EXP)' Long-Term IDR, Outlook Stable


F R A N C E

IDEMIA GROUP: Fitch Affirms 'B' LT IDR, Alters Outlook to Neg.


G E R M A N Y

TUI CRUISES: Fitch Hikes Long-Term IDR to 'BB', Outlook Stable


I R E L A N D

CARLYLE 2024-1: Fitch Assigns 'B-sf' Final Rating to Cl. E-R Notes


R U S S I A

TURONBANK JSCB: Fitch Assigns 'BB-' Long-Term IDR, Outlook Stable
UZAUTO MOTORS: Fitch Assigns 'BB-(EXP)' Rating to Sr. Unsec Notes


U N I T E D   K I N G D O M

ANTLER MORTGAGE 1: Fitch Assigns 'B+(EXP)sf' Rating to Cl. F Notes
ATLAS FUNDING 2025-2: Fitch Assigns 'B+sf' Final Rating to X2 Notes
DEUCE MIDCO: Fitch Affirms 'B' LT IDR, Alters Outlook to Stable
ENERGEAN PLC: Fitch Puts 'BB' Final Rating to Sr. Secured Notes
ENTAIN PLC: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable

HUDDLE SPV 17: Cowgills Appointed as Joint Administrators
JUPITER MORTGAGE NO.1: Fitch Lowers Rating on Cl. E Notes to 'B-sf'
KING HOLDCO: Fitch Assigns 'BB-(EXP)' Long-Term IDR, Outlook Stable
LP SD EIGHTY THREE: Turpin Barker Appointed as Administrators
LP SD NINETY ONE: Turpin Barker Appointed as Administrators

LP SD ONE: Turpin Barker Appointed as Administrators
ORIFLAME INVESTMENT: Fitch Downgrades LT IDR to 'RD'
PHARMANOVIA BIDCO: Fitch Cuts IDR & EUR980MM Loan Rating to 'CCC+'
RIPON MORTGAGE: Fitch Hikes Rating on Class X Notes to 'BBsf'

                           - - - - -


===============
B U L G A R I A
===============

PHOENIX RE: Fitch Affirms & Withdraws 'B-' IFS Rating
-----------------------------------------------------
Fitch Ratings has affirmed Insurance Company Phoenix Re AD's
Insurer Financial Strength (IFS) Rating at 'B-' with a Stable
Outlook.

The affirmation reflects Phoenix Re's very weak franchise and very
high investment risk.

Simultaneously, Fitch has chosen to withdraw Phoenix Re's IFS
Rating for commercial reasons. Fitch will no longer provide rating
or analytical coverage for this entity.

Key Rating Drivers

Very Weak Franchise, Adequate Capital: Fitch views Phoenix Re's
franchise as very weak, as measured by it small operating scale,
with insurance revenue of BGN37 million (EUR19 million) in 2024,
and limited competitive positioning. Phoenix Re's capitalisation
level is underpinned by a Solvency II ratio of 160% and its
'Adequate' Prism Global model score, at end-2024.

High Investment, Reserve Risk: Phoenix Re's risky-assets ratio was
very high, albeit improved, at 223% at end-2024 (2023: 411%),
reflecting a reduction in equity investments and unrated
fixed-income investments. Its view of Phoenix Re's credit profile
is also affected by the risks associated with the transfer of
Euroins Romania's business. Phoenix Re has booked a notable amount
of liabilities to service claims from these proceedings.

RATING SENSITIVITIES

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

- Rating sensitivities do not apply, as the rating has been
withdrawn.

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

- Rating sensitivities do not apply, as the rating has been
withdrawn.

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.
Following the rating withdrawal, Fitch will no longer provide ESG
scores for the insurer.

   Entity/Debt             Rating           Prior
   -----------             ------           -----
Insurance Company
Phoenix Re AD        LT IFS B-  Affirmed    B-
                     LT IFS WD  Withdrawn



=============
D E N M A R K
=============

GENMAB A/S: Fitch Assigns 'BB(EXP)' Long-Term IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Genmab A/S (Genmab) an expected
first-time Long-Term Issuer Default Rating (IDR) of 'BB(EXP)'. The
Outlook is Stable.

Fitch has also assigned an expected rating of 'BB+(EXP)' with
Recovery Rating of 'RR2' to the company's new USD3 billion
long-term secured credit facilities, divided in a USD1 billion Term
Loan A (TLA) and a USD2 billion Term Loan B (TLB), as well as for
the new USD500 million committed revolving credit facility (RCF).
Fitch has also assigned the proposed USD1.5 billion of senior
secured notes an expected rating of 'BB+(EXP)' with Recovery Rating
of 'RR2', and assigned the proposed USD1 billion of senior
unsecured notes an expected rating of 'BB(EXP)' with Recovery
Rating of RR4'. All instruments are issued by Genmab and its wholly
owned, US co-issuer, Genmab Finance LLC.

Genmab plans to use the proceeds of the new debt and cash to fund
the acquisition of Merus N.V.

The ratings are subject to the successful completion of the Merus
acquisition and establishment of Genmab's capital structure in line
with the information Fitch has received.

The 'BB(EXP)' IDR reflects Genmab's leadership in antibody oncology
with eight approved products, successful launches of EPKINLY and
TIVDAK, and substantial DARZALEX royalties that drive strong and
predictable growth in revenue and profitability. The proposed Merus
acquisition and its leading pipeline candidate, petosemtamab (peto)
expand opportunities, including head and neck squamous cell
carcinomas (HNSCC) and metastatic colorectal cancer, and support a
shift to 100% owned products.

Its Stable Outlook reflects its expectation for management to
target gross leverage below 3.0x within 24 months of closing of the
Merus acquisition via earnings growth and prepayments. Risks
include integration and regulatory uncertainty around the Merus
deal, reliance on DARZALEX royalties that phase out in the early
2030s, execution risks of the internal commercialisation strategy,
and higher leverage from transaction financing.

Key Rating Drivers

Leading Oncology and R&D Engine: Genmab is a global leader in
oncology and antibody innovation, with eight approved medicines
incorporating its technology, including two co‑commercialised
products. Epcoritamab (EPKINLY/TEPKINLY) is the first bispecific
antibody approved in the U.S., Europe, and Japan for certain types
of lymphoma. Tivdak received full FDA approval in 2024 for cervical
cancer, with Genmab securing all ex‑U.S. rights excluding China.
The pipeline comprises 10 proprietary programmes across bispecific
T‑cell engagers, checkpoint modulators, effector‑enhanced
antibodies and antibody-drug conjugates (ADCs).

Key risks include clinical and regulatory uncertainty, reliance on
partners and third‑party manufacturing, post‑approval
obligations, and pricing and reimbursement pressures in the U.S.
and EU. Rapid growth requires disciplined execution, integration,
and talent retention. Genmab has demonstrated integration
capability, notably exceeding guidance in the ProfoundBio
acquisition, and continues investing in scalability.

Royalty Strength and Durability Risk: Genmab's credit profile is
supported by substantial royalty cash flows, led by DARZALEX, which
contributed about USD2.5 billion in 2024, or roughly 65% of total
revenue. Royalty income made up about 80% of the USD3.1 billion
revenue base, with DARZALEX end‑market sales growing at a 34%
CAGR over 2021-2024. The company has delivered long‑term
profitable growth, with very strong revenue and EBITDA CAGR,
resulting in Fitch-defined EBITDA margins over 37% and FCF margins
over 23% in 2021-2024.

Royalties from DARZALEX are time‑limited and likely to gradually
decline on expiry of IV-related patents beginning in 2029 (U.S.),
2030 (Japan), and 2031 (EU). Genmab is not entitled to extended
royalties on J&J's subcutaneous formulation patents following
arbitration. The portfolio remains exposed to risks including
clinical trial failure, regulatory delays, manufacturing
challenges, pricing and reimbursement pressure, and
commercialization uncertainties, reinforcing the need to transition
to proprietary product revenues.

Merus Acquisition Supports Growth Strategy: The pending acquisition
of Merus supports Genmab's strategic shift to a 100%‑owned
product model and enhances its late‑stage pipeline. Peto, the
centerpiece of the deal, is among four potential
multi‑billion‑dollar assets, with a first launch targeted for
2027. The acquisition positions Genmab for multiple launches in
high‑burden oncology indications. However, there are significant
integration and clinical risks to the Merus acquisition, including
transitioning the Merus pipeline and platform technologies into
Genmab's model. In addition, Genmab can expect competition from
other leading pharma companies in HNSCC.

Prudent Financial Policy and Leverage: Genmab maintains a prudent,
credit‑supportive financial policy. Fitch believes that
management is committed to achieving less than 3x gross leverage
within 24 months post‑close, driven by strong cash flow from
royalties and mandatory amortisation from term loans that offset
the introduction of interest payments and increased R&D expenses
from the Merus deal. The USD5.5 billion debt to fund the Merus
acquisition introduces operational pressure and financial risk.
Future strategic transactions may require debt financing, and
adverse market conditions could make such financing more difficult
and costly.

Market Opportunity and Competition: Global biopharma is projected
to reach USD1.8 trillion by 2030, with oncology the largest and
fastest‑growing therapeutic area. Genmab's leadership in antibody
engineering and bispecific platforms, coupled with a differentiated
late‑stage pipeline, positions the company for multiple potential
launches in 2027 and beyond. However, the company faces intense
competition in oncology and heightened regulatory scrutiny across
markets, especially for novel modalities like bispecifics and ADCs,
that could delay approvals. Market access challenges, including
pricing pressures and reimbursement hurdles, may affect commercial
uptake of new therapies.

Peer Analysis

Genmab stands out among its peers as a mid-sized biotech with a
focused oncology pipeline and strong financial performance. In
2024, it generated USD3.1 billion in revenue and USD1.18 billion in
EBITDA, with FCF of USD1.08 billion and no reported
debt—highlighting its capital efficiency and low financial risk
prior to the Merus acquisition. Following the closing of the Merus
deal, Genmab's gross leverage will increase to around 5.5x.

Jazz Pharmaceuticals, Inc. (BB/Stable) is slightly larger in
revenue terms at USD4.1 billion. It has operated at high levels of
leverage but has significantly deleveraged in recent years
following strong EBITDA growth and repayment of debt. Jazz's
portfolio is more diversified across neuroscience and oncology, but
its dependence on legacy products like Xyrem/Xywav introduces
concentration risk.

Hikma Pharmaceuticals PLC (BBB/Stable) with USD3.1 billion in
revenue and USD795 million in EBITDA, maintains a conservative debt
profile (USD1.25 billion) and focuses on generics and injectables,
particularly in the US and EMEA regions. However, its lower FCF of
USD65 million reflects the competitive pressures of the US
injectables market and its investment in manufacturing footprint.

Teva Pharmaceuticals Industries Limited (BB+/Stable) is the largest
peer by revenue (USD16.5 billion) and EBITDA (USD4.16 billion), but
also the most leveraged, with USD19.4 billion in debt as of Dec.
31, 2024. Teva's broad generics portfolio and branded assets like
Austedo provide scale, but ongoing litigation and restructuring
efforts weigh on its financial flexibility. Overall, Genmab leads
in profitability and capital discipline, while peers face varying
degrees of operational and financial complexity.

Key Assumptions

Key Assumptions within its Rating Case for the Issuer:

- The acquisition of Merus occurs on Jan. 1, 2026

- Revenue increases at a 20% CAGR over the forecast period of
2025-2028 driven primarily by royalties from the sale of DARZALEX,
Kesimpta and Tepezza; revenues from Merus's key pipeline drug
emerge in 2028

- EBITDA margin of 34% in 2025. Fitch forecasts EBITDA margin to
steadily rise from around 24% in 2026 to 42% in 2028 constrained by
the effects of the Merus acquisition, but benefiting from the
growth in EPKINLY and Tivdak in 2027 and 2028

- Working capital as a percentage of revenue fluctuates between
2%-4% in 2025-2027 and then increases with revenue growth and new
product launches in 2028

- Capital expenditures at approximately 2% of revenues

- Shareholder dividends are not assumed; share repurchases in the
range of USD300 million-USD500 million over the forecast period

- Debt reduction limited to mandatory amortisation of term loans

- Effective interest of approximately 7.5% to 8.5% through the
forecast period

Recovery Analysis

Fitch's Recovery Ratings for issuers rated 'BB+' to 'BB-' are based
on generic recovery assumptions. Fitch has treated Genmab's senior
secured debt as Category 2 first lien under Fitch's Corporates
Recovery Ratings Instruments Rating Criteria, with a Recovery
Rating of 'RR2'. The Category 2 classification is due to most of
the revenue and EBITDA, as well as most of the company's assets,
being recognised in a non-US entity. For Genmab's senior unsecured
debt, the instrument has a Recovery Rating of 'RR4'.

RATING SENSITIVITIES

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

- Loss of royalty revenue without offsetting growth in other
products combined with a cancellation or material reduction in
value of the late-stage product pipeline;

- Failure to launch Merus N.V.'s late stage product pipeline before
material loss of DARZALEX royalty revenue;

- A large debt-funded transaction that causes EBITDA net leverage
to be sustained above 4.0x and the ratio of CFO minus capex to
total debt with equity credit to fall below 7.5%.

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

- Continued strong revenue growth accompanied by product launches
in late-stage development in 2027 combined with a reduction in
revenue concentration risk from top products;

- EBITDA net leverage sustained below 3.0x and the ratio of CFO
minus capex to total debt with equity credit greater than 10%.

Liquidity and Debt Structure

Genmab's liquidity position is supported by growing CFO and a
USD500 million five-year, committed RCF, following the acquisition
of Merus. As of 30 September 2025, Genmab held USD1.8 billion in
cash and cash equivalents and USD3.4 billion of liquid marketable
securities, with no reported debt, providing substantial internal
liquidity to fund operations and pipeline development. Operating
cash flow for the first nine months of 2025 was USD885 million,
reflecting solid profitability despite a temporary decline due to
higher tax payments related to the ProfoundBio acquisition.

However, the planned USD5.5 billion debt financing for the Merus
acquisition significantly increases financial leverage. This
transaction marks a strategic shift toward a more leveraged capital
structure for Genmab, which has historically operated with a
debt-free balance sheet. The company has stated its intention to
maintain a gross leverage ratio below 3x within two years, implying
disciplined financial planning and anticipated EBITDA growth. Debt
servicing needs for interest and amortisation of new term loans is
deemed to be modest relative to FCF and, as a result, Genmab should
be able to continue to balance the interests of creditors and
shareholders over the forecast period.

Issuer Profile

Genmab is a global biotech company incorporated under the laws of
Denmark. It focuses on antibody therapeutics for cancer and
autoimmune diseases. Genmab collaborates with major pharma partners
and markets products across global oncology and immunology
markets.

Summary of Financial Adjustments

Published historical information was translated from Danish kroner
to US dollars using internal historical rates. In addition,
historical EBITDA was adjusted to reflect the elimination of
charges for impairment and stock compensation.

Date of Relevant Committee

07-Nov-2025

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

ESG Considerations

Genmab A/S has an ESG Relevance Score of '4' for Exposure to Social
Impacts due to pressure to contain healthcare spending growth, a
highly sensitive political environment, and social pressure to
contain costs or restrict pricing, which has a negative impact on
the credit profile and is relevant to the rating in conjunction
with other factors.

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  

   -----------               ------                     --------  

Genmab A/S             LT IDR BB(EXP)  Expected Rating

   senior unsecured    LT     BB(EXP)  Expected Rating    RR4

   senior secured      LT     BB+(EXP) Expected Rating    RR2

Genmab Finance LLC

   senior unsecured    LT     BB(EXP)  Expected Rating    RR4

   senior secured      LT     BB+(EXP) Expected Rating    RR2



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

IDEMIA GROUP: Fitch Affirms 'B' LT IDR, Alters Outlook to Neg.
--------------------------------------------------------------
Fitch Ratings has revised IDEMIA Group S.A.S.'s Outlook to
Negative, from Stable, while affirming its Long-Term Issuer Default
Rating (IDR) at 'B'. Fitch has affirmed the aggregate EUR1,350
million and USD750 million term loans due in 2028 at 'B+' with a
Recovery Rating of 'RR3'. The borrowers are IDEMIA Group S.A.S.,
IDEMIA France S.A.S. and IDEMIA America Corp.

The Negative Outlook reflects continued challenges in enterprise
and public security, such that Fitch expects the company's EBITDA
leverage to remain above 6.0x in 2025 and 2026. Fitch expects
neutral to negative cash flow, including when adjusting for large
ongoing separation costs, as operating underperformance is combined
with significant capex to remain competitive.

The IDR affirmation reflects its expectation that the company may
return to metrics established for the 'B' rating by 2027. The IDR
reflects earnings volatility, high leverage and fluctuating free
cash flow (FCF) margins, offset by its strong market position,
global scale and diversified market exposure.

Key Rating Drivers

Weak 9M25 Performance: Revenues for 9M25 were down 4.8% year on
year at constant currency, with enterprise and government
businesses down 4.5% and 5.4%, respectively. The company lowered
its full-year guidance to EUR2.4 billion in revenues, including
EUR180 million from the disposal of IDEMIA Smart Identity (ISI) in
the first half, and company-defined EBITDA to EUR450 million-470
million, including a EUR24 million contribution from ISI. Fitch
estimates Fitch-defined EBITDA in 2025 at EUR324 million, broadly
comparable to a company-defined EBITDA of EUR397 million.

The company-defined EBITDA margin in 1H25 fell to 17.3%, compared
with 20.9% in 2024, excluding the disposed ISI division. Fitch no
longer expects 2H25 to rebound as much as originally anticipated.
Fitch adds back about EUR60 million of estimated separation costs
to EBITDA, which relate to the separation of Secure Transactions
and Public Security, out of a total of EUR90 million restructuring
charges estimated for the full year.

Public Security Challenges: IDEMIA's public security division faced
challenges in the US as the actions of the Department of Government
efficiency (DOGE) negatively affected the issuance of Smart
Credentials, while Transportation Security Administration (TSA)'s
pre-checks were at a low point. Conditions could improve at a later
stage, given the current administration's expressed support for
border control and public security solutions. The 2026 Football
World Cup in North America could also provide some uplift to travel
volumes.

Secured Transactions Under Pressure: The secured transactions
division faced a large amount of pricing pressure in emerging
markets, while Europe remained more resilient with Chinese
competitors achieving less penetration and sovereignty
considerations playing an increasingly higher role. Fitch does not
expect a big improvement in this market soon, but IDEMIA's
investment in new subsectors, like eSIM or digital payments, could
help it gain market share. Tariffs applied by the US also affected
IDEMIA's operations in China and India, with an estimated EUR10
million-15 million impact on EBITDA concentrated on the second half
of the year.

Leverage High Despite Repayment: The company used the proceeds from
the ISI disposal to repay EUR450 million of debt, distribute a
EUR220 million dividend and keep the remainder as cash on balance
sheet. Fitch forecasts leverage at 6.6x in 2025, with a slow
reduction towards 6.0x by 2027, which is its negative threshold at
the 'B' level. Deleveraging could happen faster than its base case,
if market conditions improve, or if the company uses the cash on
balance sheet or proceeds from other disposals for debt
repayments.

Disposal of ISI: The disposal of IDEMIA Identity and Security
France (most of the smart identity division) has reduced scale and
diversification. Capex intensity pro forma for the divestment
remains largely unchanged in its forecasts. The disposed asset
accounted for about EUR97 million of company-defined EBITDA in 2024
(EUR24 million EBITDA in 1H25), compared with EUR613 million of
total company-defined EBITDA for the same period. ISI contributed
about EUR40 million of capex of EUR177 million in 2024. IDEMIA
maintains strong positions in public security and secured
transactions divisions. Fitch is keeping existing sensitivities
unchanged pro forma for the disposal.

Group Reorganisation: The ISI disposal generated large,
non-recurring costs, as well as IDEMIA's reorganisation to have the
secured transactions and public security divisions operating
independently. IDEMIA's private equity owner Advent continues to
review its portfolio and could consider actions, including a
partial or full sale of either division.

Uncertain FCF: Fitch projects FCF at negative 3% of revenue in
2025, improving to break-even on average over 2026-2028. The drag
reflects a deliberate step-up in investment in emerging
technologies not yet contributing to revenue but strategically
important for medium-term expansion, such as post-quantum
encryption or tokenisation. On top of this Fitch expects EUR50
million-60 million of group separation costs a year in 2025 and
2026.

Updated Recovery on TLB: The disposal of ISI and subsequent
repayment of EUR450 million of debt had a neutral effect on its
recovery estimates on the term loan B (TLB). Based on metrics and
assumptions following the disposal of ISI, its recovery analysis
generates a ranked recovery in the 'RR3' band for senior secured
debt. This indicates a 'B+' instrument rating for the TLB. Further
debt incurrence without corresponding increases in EBITDA may lead
to a downgrade of the instrument rating.

Manageable Refinancing Risks: Fitch considers refinancing risk to
be manageable, with the revolving credit facility and TLB maturing
in 2028, and certain headroom to improve the company's operating
performance and its FCF ahead of maturities.

Peer Analysis

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

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

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

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

Key Assumptions

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

- Revenue decline of 8% in 2025, followed by low single-digit
growth in 2026-2028

- Fitch-defined EBITDA margin at about 14.7% in 2025, gradually
improving towards 15.3% in 2028

- Capex at about EUR150 million in 2025 and EUR120 million a year
between 2026 and 2028

- Restructuring charges (including separation costs) of EUR90
million in 2025 and EUR80 million in 2026, of which EUR60 million
and EUR50 million, respectively, were added back to EBITDA, then
greatly decreasing in 2027

- A EUR220 million dividend paid in 2025, followed by no M&A or
dividends to 2027

Recovery Analysis

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

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

Its analysis assumes post-restructuring going concern EBITDA of
about EUR250 million, reduced following the disposal of ISI. This
reflects stress assumptions of a loss of major contracts following
reputational damage, for example, as a result of compromised
technology (leading to sustained high leverage and negative cash
flow) or a major shift in technology use making IDEMIA's products
obsolete.

Fitch has applied a 6x distressed multiple, reflecting IDEMIA's
scale, customer and geographical diversification, as well as
exposure to secular expansion in encryption and digital payments.
Fitch assumes a fully drawn EUR300 million revolving credit
facility.

Fitch deducts administrative claims, factoring and senior debt at
operating subsidiaries as prior-ranking claims ahead of the
revolving credit facility and TLB in the liability waterfall. Based
on current metrics and assumptions, the waterfall analysis
generates a ranked recovery in the 'RR3' band, indicating a 'B+'
instrument rating.

RATING SENSITIVITIES

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

- A material loss of market share or big erosion of business or
technology leadership in core operations

- EBITDA gross leverage above 6.0x on a sustained basis without a
clear path for deleveraging

- Sustained neutral to negative FCF

- EBITDA interest coverage below 2.5x

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

- Structurally improved profitability with sustained mid
single-digit FCF margins

- EBITDA gross leverage sustainably below 4.5x, including
additional clarity over capital allocation and leverage targets

- EBITDA interest coverage above 3.0x

Liquidity and Debt Structure

IDEMIA had a Fitch-defined cash position of EUR150 million as of
September 2025. Fitch restricts about EUR90 million of cash for
working capital swings, generally not available for debt service.
Fitch forecasta positive working-capital inflows in 4Q25 and a near
break-even FCF generation in 2026 (excluding the impact of about
EUR50 million of separation costs), further supported by an undrawn
EUR300 million revolving credit facility, yielding satisfactory
liquidity.

Issuer Profile

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

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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
   -----------               ------       --------   -----
IDEMIA Group S.A.S.    LT IDR B  Affirmed            B

   senior secured      LT     B+ Affirmed   RR3      B+

IDEMIA America Corp.

   senior secured      LT     B+ Affirmed   RR3      B+

IDEMIA France S.A.S.

   senior secured      LT     B+ Affirmed   RR3      B+



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

TUI CRUISES: Fitch Hikes Long-Term IDR to 'BB', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has upgraded TUI Cruises GmbH's Long-Term Issuer
Default Rating (IDR) to 'BB' from 'BB-'. The Outlook is Stable.
Fitch has also upgraded TUI Cruises' senior unsecured notes ratings
to 'BB-' from 'B+'. The Recovery Rating is 'RR5'.

The upgrade reflects its expectation that TUI Cruises will meet all
upgrade sensitivities in 2025 and 2026, despite a forecast moderate
decline in EBITDA margin amid pressure from a challenging economic
environment in Germany, maintaining strong leverage and
pre-dividend free cash flow (FCF) metrics over the forecast period
to 2028.

The IDR incorporates the company's solid business fundamentals,
with a strong market position as the second-largest cruise line in
Europe, a diversified offering, one of the industry's youngest and
most efficient fleets, and a significant share of advance bookings
supporting high operating margins.

Key Rating Drivers

Continuous Improvement in Deleveraging: TUI Cruises' performance
has been ahead of Fitch's forecasts in 2025, with ticket price
growth and continued occupancy recovery supported by capacity
increases in its Mein Schiff (MS) brand and resulting in its
forecast revenue growth of 23.5% in 2025. Combined with expected
EBITDA margin improvement to 36.1% in 2025 from 35.3% in 2024, this
will lead to a reduction of EBITDA leverage to 3.5x in 2025 from
4.2x in 2024, below its positive rating sensitivity, and projected
to remain sustainably below 4.0x until end-2028.

Strong Performance of Both Brands: MS has been the main driver of
revenue growth in 2025 due to the new MS Relax vessel launch, but
Hapag-Lloyd Cruises (HLC) has also demonstrated revenue growth.
HLC's profitability has also materially improved as occupancies
reached target levels of 80%, contributing to the group-level
EBITDA margin improvement.

Challenging Core Feeder Market Conditions: The challenging economic
situation in Germany may affect TUI Cruises' performance, as Fitch
expects German customers to be more cautious in spending due to
growing unemployment and declining consumer confidence.
Consequently, Fitch does not expect TUI Cruises to be able to fully
pass through cost inflation to customers, with only a
low-single-digit price increase incorporated in its forecast and an
anticipated moderate 130bp deterioration in the 2026 EBITDA
margin.

Growth Driven by New Vessels: Fitch estimates close to 100%
occupancy for MS in 2025, and around 80% for Hapag-Lloyd Cruises -
with limited scope for further improvement for the latter due to
luxury cruise line business specifics. Revenue growth will
therefore come from the addition of new vessels, which in its
forecast are limited to MS Flow in mid-2026. Fitch assumes revenue
growth will be limited to low-single-digit price increases over the
forecast horizon.

Healthy Pre-dividend FCF Generation: Fitch forecasts a significant
increase in capex intensity of 30% in 2025 and 2026, but expect
that TUI Cruises will be able to fully fund this with operating
cash flows, and still have positive FCF generation before common
dividends. However, a reinstated dividend programme will push
overall FCF generation into negative territory. Aggressive
dividends that would lead to balance sheet releveraging would be
credit negative and likely put pressure on the ratings.

Solid Business Profile Fundamentals: TUI Cruises has a strong
market position as the second-largest German cruise line, with a
market share of around 30%. Its concentrated customer base enables
it to better adapt its product offering to customer preferences,
resulting in high repeat bookings of around 60% of total customers
in 2024. This allows TUI Cruises to maintain its market position,
while new ship additions in 2025 and 2026 will help it grow.

Standalone Rating Assessment: Fitch rates TUI Cruises on a
standalone basis despite its 50%/50% ownership by TUI AG and Royal
Caribbean Cruises Ltd (BBB/Stable). Both shareholders reflect TUI
Cruises as a joint venture in their accounts, with no relevant
contingent liabilities or cross-guarantees between the owners and
TUI Cruises. TUI Cruises manages funding and liquidity
independently. Operational related-party transactions with the
owners, mainly in marketing and technical operations, are at arms'
length.

Peer Analysis

Fitch does not have a specific Ratings Navigator framework for
cruise operators. Fitch rates TUI based on its Hotels Navigator due
to the similarity in key performance indicators and demand drivers.
TUI has a weaker market position than major cruise operators such
as Royal Caribbean, Carnival Corporation (BBB-/Stable) and NCL
Corporation, which have significantly greater fleet capacity and
EBITDA in absolute terms. However, TUI benefits from recognised
brand awareness and diversification into the luxury segment, where
competition is less intense.

TUI had a faster recovery than its peers, having returned to
pre-pandemic occupancy levels in 2023 for its contemporary mass
market brand MS, and in 2024-2025 for its luxury brand HLC, despite
material exposure to its core German market. TUI has also
deleveraged faster than its competitors. It was one of the first
cruise operators to resume operations during the pandemic, which
led to lower liquidity needs and better sourcing of staff,
ultimately benefiting margin recovery.

Key Assumptions

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

- Low-single-digit ticket price growth for 2026-2028

- Occupancies of 100% for MS and 80% for HLC from 2026

- EBITDA margin at 36.1% in 2025, and 34%-35% thereafter

- Restricted cash of EUR40 million

- Capex intensity at 32%-33% in 2025-2026, followed by
stabilisation at 7%-10%

- Progressive dividend payments, from EUR440 million in 2025 to an
average of EUR650 million thereafter

Recovery Analysis

The 'BB-' senior unsecured rating is one notch below TUI Cruises'
IDR, reflecting material prior-ranking debt, which is mostly
related to secured financing of vessels.

RATING SENSITIVITIES

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

- Volatile or declining EBITDA with EBITDA margin consistently
below 33%

- EBITDA leverage sustained above 4x

- A more aggressive financial policy, including substantial
investments in new vessels or high shareholder remuneration, that
negatively affects credit metrics

- (CFO-capex)/debt sustained in low single digits

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

- Continuous business scale development, indicated by EBITDA growth
towards EUR1 billion, combined with increasing diversification in
feeder markets

- EBITDA leverage sustained below 3x, supported by a consistent
financial policy

- Positive FCF generation through the capex cycle

- (CFO-capex)/debt consistently above 7.5%

Liquidity and Debt Structure

Fitch assesses liquidity as adequate at end-September 2025, with
Fitch-adjusted cash and cash equivalents of EUR85 million and a
EUR400 million undrawn revolving credit facility to cover EUR360
million of debt (until end-3Q26), despite expected negative FCF.
Negative FCF in 2024 and forecast for 2025 and 2026 is driven by
high capex related to new vessels, for which funding has been
prearranged. TUI will draw down around EUR730 million from the
vessel funding in 4Q25 and 2026.

TUI Cruises has also reinstated dividends, paid EUR440 million in
2025 and intends to increase the dividend payment, although
management acknowledges flexibility in dividend payout depending on
actual operating cash flow generation.

Issuer Profile

TUI Cruises is a medium-sized cruise ship business with its two
brands MS and HLC operating in the premium and luxury/expedition
segments of the market, respectively. Its customer base is
primarily in Germany.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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
   -----------              ------        --------   -----
TUI Cruises GmbH      LT IDR BB  Upgrade             BB-

   senior unsecured   LT     BB- Upgrade    RR5      B+



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

CARLYLE 2024-1: Fitch Assigns 'B-sf' Final Rating to Cl. E-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Carlyle Euro CLO 2024-1 DAC reset final
ratings, as detailed below.

   Entity/Debt                          Rating           
   -----------                          ------           
Carlyle Euro CLO 2024-1 DAC

   Class A-1-R Loan                  LT AAAsf  New Rating
   Class A-1-R Notes XS3217538688    LT AAAsf  New Rating
   Class A-2-R Notes XS3217538845    LT AAsf   New Rating
   Class B-R Notes XS3217539066      LT Asf    New Rating
   Class C-R Notes XS3217539223      LT BBB-sf New Rating
   Class D-R Notes XS3217539579      LT BB-sf  New Rating
   Class E-R Notes XS3217539736      LT B-sf   New Rating

Transaction Summary

Carlyle Euro CLO 2024-1 DAC is a securitisation of at least 90%
senior secured obligations with a component of senior unsecured,
mezzanine, second lien loans and high-yield bonds. Note proceeds
were used to redeem the notes, except the subordinated ones, and to
fund a portfolio with a target par of EUR400 million.

The portfolio is actively managed by Carlyle CLO Partners Manager
L.L.C. and the collateralised loan obligation has a reinvestment
period of about 4.9 years and an 8.0-year weighted average life
(WAL) test covenant at closing, which can be extended one year
after closing, subject to conditions.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor of the identified portfolio is 24.1.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 59.6%.

Diversified Portfolio (Positive): The transaction includes various
portfolio concentration limits, including a top 10 obligor
concentration limit of 15% and a maximum exposure to the three
largest Fitch-defined industries of 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction includes one matrix
set at closing and one forward matrix set that is effective six
months after closing, provided the aggregate collateral balance
(defaults carried at Fitch-calculated collateral value) is at least
at the reinvestment target par balance. Each matrix set comprises
two matrices with fixed-rate asset limits of 5% and 10%,
respectively.

The transaction has a reinvestment period of about 4.9 years and
includes reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant. This is to account for the strict reinvestment conditions
envisaged by the transaction after its reinvestment period, which
include passing the coverage tests and the Fitch 'CCC' bucket
limitation test after reinvestment, and a WAL test covenant that
progressively steps down before and after the end of the
reinvestment period. Fitch believes these conditions would reduce
the effective risk horizon of the portfolio during stress periods.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A-1-R to A-2-R notes
and would lead to downgrades of one notch each for the class B-R,
C-R and D-R notes. It would also lead to a downgrade to below
'B-sf' for the class E-R notes.

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration. The rated notes
each have a rating cushion of up to two notches, due to the better
metrics and shorter life of the identified portfolio than the
Fitch-stressed portfolio.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches each for the class A-2-R and B-R notes, three notches each
for the class A-1-R and C-R notes and to below 'B-sf' for the class
D-R and E-R notes.

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

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

Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
remaining life of the transaction. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

ESG Considerations

Fitch does not provide ESG relevance scores for Carlyle Euro CLO
2024-1 DAC. In cases where Fitch does not provide ESG relevance
scores in connection with the credit rating of a transaction,
programme, instrument or issuer, Fitch will disclose any ESG factor
that is a key rating driver in the key rating drivers section of
the relevant rating action commentary.



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

TURONBANK JSCB: Fitch Assigns 'BB-' Long-Term IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned JSCB Turonbank Long-Term Foreign- and
Local-Currency Issuer Default Ratings (IDRs) of 'BB-' with Stable
Outlooks.

Key Rating Drivers

Turon's Long-Term IDRs reflect Fitch's view of a moderate
probability of support from the government of Uzbekistan
(BB/Stable), as reflected in the bank's Government Support Rating
(GSR) of 'bb-'. This view is primarily based on the bank's ultimate
state ownership and the authorities' strong involvement in its
operations.

The bank's 'b-' VR reflects its exposure to a volatile local
operating environment, its small franchise, vulnerable asset
quality, modest profitability, below-peer-average core
capitalisation and significant reliance on wholesale funding.

One Notch Below the Sovereign: The one-notch difference with the
sovereign rating reflects Turon's limited systemic and strategic
importance for the government. This reflects the bank's small size,
absence of a clearly defined policy role, lower volumes of equity
support provided by the sovereign to Turon than to most other
state-owned Uzbek peers, and the authorities' long-term plan to
privatise the bank. Nevertheless, Fitch believes state support
should be available to the bank as long as it remains majority
state owned.

Improving Operating Environment: The operating environment for
Uzbek banks has strengthened significantly in recent years, and
Fitch expects further improvements, particularly in addressing
structural risks and enhancing the quality of regulation and
governance. This, alongside robust economic growth, should support
business growth and lead to stronger earnings and capital
generation, making banks' credit profiles more resilient. This is
reflected in the positive outlook on the 'b' operating environment
score for Uzbek banks.

Small State Bank: Turon accounted for a small 2% of sector assets
at end-3Q25. The bank primarily lends to corporates and SMEs (83%
of total loans at end-2024). A large share of funding is ultimately
provided by state authorities (38% of the bank's liabilities) and
used to support state-directed lending on subsidised terms,
including to government-related entities (30% of total loans). The
bank aims to increase its focus on commercial lending.

Vulnerable Loan Quality: Impaired loans were a moderate 4% of gross
loans at end-2024 and fully provisioned by total loss allowances.
Stage 2 loans, which Fitch considers potentially high risk in
Uzbekistan, added a significant 9%. Credit risk is further
increased by a large exposure to the troubled agricultural sector,
which made up 19% of loans. High loan dollarisation (57% of loans)
also weighs on the bank's risk profile and asset quality. The risk
is mitigated by half the foreign-currency exposures being public
sector loans backed by state guarantees.

Modest Profitability: The operating profit was below 1% of
risk-weighted assets (RWAs) in 2023-2024. This was primarily due to
low margins from the non-retail segment, including subsidised
lending. Loan impairment charges were unsustainably low, while
return on average equity was only in the single digits in
2023-2024.

Below-Average Core Capital: The bank's Fitch Core Capital (FCC)
ratio was 10% at end-2024, below that of most Fitch-rated Uzbek
banks. Fitch estimates the ratio to have remained broadly unchanged
at end-3Q25, as the positive impact of a small state equity
placement (equal to 1% of RWAs) was offset by credit growth. Fitch
believes Turon may continue to benefit from ordinary capital
injections from the authorities, aimed at supporting state-directed
lending.

Large Wholesale Debt, Satisfactory Liquidity: Turon's wholesale
borrowings were a considerable 37% of total liabilities at
end-2024. These were mostly long-term loans from international
financial institutions. The contribution of state funding was
similar. Non-state customer accounts made up only 24% of
liabilities. Liquid assets (end-3Q25: 14% of total assets) fully
covered external wholesale repayments due within the next 12
months.

Rating Sensitivities

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

Turon's GSR and IDRs could be downgraded if Uzbekistan's sovereign
ratings are downgraded.

Fitch could also downgrade the bank's GSR and IDRs and widen their
notching relative to the sovereign ratings if it determines that
the government's propensity to support the bank has diminished.
This could arise from the bank's gradual disassociation from the
state as part of the privatisation process, which may lead to
delays in capital support.

Turon's GSR and IDRs could also be downgraded if the bank is sold
to a strategic investor with a lower rating than the sovereign, or
to an unrated investor.

The VR could be downgraded on a significant drop in the FCC ratio
or a dramatic surge of impaired loans. A VR downgrade could also be
triggered by loss-making performance on a pre-impairment basis.

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

An upgrade on the sovereign rating could lead to a similar action
on Turon's GSR and IDRs, unless significant progress in
privatisation is likely to remove the bank from state ownership
within the rating horizon.

An upgrade of the VR would require a sustained record of improved
asset quality and profitability, alongside stronger core
capitalisation.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Turon's ex-government support (xgs) ratings exclude assumptions of
extraordinary government support from the underlying rating on the
international scale (Long-Term IDR), and are driven by the bank's
VR.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Any action on the xgs ratings will mirror changes to Turon's VR.

Date of Relevant Committee

04-Nov-2025

Public Ratings with Credit Linkage to other ratings

Turon's IDRs and GSR are linked to Uzbekistan's sovereign IDR.

ESG Considerations

Turon has ESG Relevance Scores of '4' for Governance Structure as
Uzbekistan's authorities are highly involved in the bank at board
level and in its business and strategy development, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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           
   -----------                      ------           
JSCB Turonbank    LT IDR             BB- New Rating
                  ST IDR             B   New Rating
                  LC LT IDR          BB- New Rating
                  LC ST IDR          B   New Rating
                  Viability          b-  New Rating
                  Government Support bb- New Rating
                  LT IDR (xgs)    B-(xgs)New Rating
                  ST IDR (xgs)    B(xgs) New Rating
                  LC LT IDR (xgs) B-(xgs)New Rating
                  LC ST IDR (xgs) B(xgs) New Rating

UZAUTO MOTORS: Fitch Assigns 'BB-(EXP)' Rating to Sr. Unsec Notes
-----------------------------------------------------------------
Fitch Ratings has assigned JSC UzAuto Motors' (UAM) upcoming
proposed senior unsecured bond with a five-year tenor an expected
rating of 'BB-(EXP)', with a Recovery Rating of 'RR4'.

The proposed bond's rating is in line with UAM's 'BB-' Issuer
Default Rating (IDR) and outstanding senior unsecured notes (USD300
million due May 2026). The draft terms of the proposed notes
largely mirror those of the existing notes. The proceeds will be
used to repay UAM's USD300 million notes due May 2026 and other
bank loans.

The final instrument rating is subject to the receipt of final debt
documentation confirming the information already received.

Key Rating Drivers

Instrument Rating Aligned with IDR: The rating on the proposed
senior unsecured bond is in line with UAM's 'BB-' IDR and its
outstanding USD300 million notes, as the new notes will constitute
unconditional, unsubordinated and unsecured obligations of UAM, and
will at all times rank at least equally with UAM's all other
present and future unsecured and unsubordinated indebtedness. The
draft offering circular reviewed by Fitch mirrors the provisions
for the existing bonds, further supporting the same instrument
rating.

Weaker SCP: UAM's profitability and operational cash generation
have been negatively affected by weaker demand and credit
conditions in Uzbekistan in the past two years. Revenues and unit
sales declined in 2024 by 8% and 4.4%, respectively, compared with
2023, and were lower than its expectations. After weak 1H25
results, with 9% unit sales decline compared with 1H24, Fitch
expects a 12% revenue decline in 2025, which will further pressure
profitability and operational cash flow generation.

The free cash flow (FCF) margin of -3% was also materially worse
than its projections and breached the Standalone Credit Profile's
(SCP) negative sensitivity. This is largely due to the increase in
trade receivables from individuals, which are car loans extended to
retail customers to fund vehicle purchases, supporting sales but
leading to significant working capital swings. Fitch believes the
FCF volatility will continue over the rating horizon but is likely
to normalise as UAM starts collecting receivables due and capex
falls to around 1.8% of revenue.

Lower Liquidity Buffer: UAM's cash balance at end-1H25 was USD44.2
million. There was limited availability under an export credit
agency facility, syndicated term loan and domestic banks (Ipoteka
and Kapital banks) loans. Fitch considers UAM's liquidity headroom
diminished, given its forecast of only modestly positive FCF
generation in 2025 and the upcoming Eurobond maturity. The working
capital volatility could worsen liquidity.

Responsibility to Support: Fitch views 'Decision making and
oversight' as 'Very strong', as the company is 99.7% owned by the
state, although it may consider floating up to 5% of its capital
stock. The state exercises tight control, approving sizable
investments and funding. UAM sets car prices in coordination with
the government, ensuring that pricing aligns with the state's
policies and expectations, especially on budget vehicles.

'Strong' Precedents of Support: Fitch assesses 'Precedents of
support' as 'Strong' as the state has provided meaningful support
through tax preferential status, shareholder loans and import
tariffs on other producers (although recently significantly
reduced). Following its good underlying performance, UAM started to
distribute dividends in 2021 as it no longer needed support from
its parent.

Incentive to Support: Fitch assesses 'Preservation of government
policy role' as 'Strong' as UAM is the sole domestic auto
manufacturer and directly and indirectly employs more than 30,000
people. Trade flows and auto financing activities from vehicles
sales are significant to the banking system. Fitch views 'Contagion
risk' as 'Strong' as UAM is the Uzbekistan's first Eurobond
corporate issuer. Fitch believes it will likely refinance the
Eurobond due in 2026 with a similar transaction. The company is
also financed by leading domestic banks. Fitch therefore believes
that UAM's potential default could affect the ability of Uzbekistan
and other government-related entities (GRE) to borrow on
international markets.

Top-down Approach: The support factors, combined with UAM's SCP,
lead to a top-down minus one approach. The Outlook reflects that on
the sovereign.

SCP Constrained: UAM's SCP indicates a weaker business profile than
other Fitch-rated carmakers, reflecting its limited scale, narrow
product range (and absence of a strong brand) and sales
concentration in Uzbekistan. Its operating activity is fully
dependent on an existing long-term license agreement with General
Motors Company (BBB/Positive), which provides access to the
latter's technological knowledge.

Dominant Position: UAM's market share remained above 80% in 5M25,
down from 90% a few years ago. Market share dynamics are driven by
the ongoing liberalisation of Uzbekistan's economy, which has led
to eased tariffs on imported cars and the entry of foreign players,
like Build Your Dreams. Fitch expects UAM to retain a dominant
market position, despite the evolving competitive landscape. New
entrants are focused on vehicle types above the C segment and
hybrid technologies with much higher prices and the introduction of
a 'disposal fee' since May 2025 has made electric vehicle ownership
more expensive. UAM's line-up offers good affordability.

Peer Analysis

Fitch views UAM as similar to GRE peers, such as JSC Almalyk Mining
and Metallurgical Complex (BB/Stable) and JSC Uzbekneftegaz
(BB/Stable).

UAM's business profile is significantly weaker than that of global
automotive manufacturers including General Motors Company
(BBB/Positive) or Ford Motor Company (BBB-/Stable). The company is
not fully comparable with Fitch-rated peers as it does not own the
brand of the models it manufactures and the associated
technological knowledge. UAM is also much smaller than peers
despite its dominant position in its domestic market. Product and
geographical diversification are also significantly lower than that
of global automotive manufacturers.

UAM's EBITDA and EBIT margins, and partially its leverage, are
commensurate with Fitch's expectations for investment-grade
category auto manufacturers, but its cash flow generation has been
erratic. The historical FCF margin volatility stems from large
annual working-capital swings and growth capex.

Key Assumptions

- Expected 8% decline of UAM's car sales to 360,000 in 2025 and
lower domestic car prices (average of USD10,000); consequently,
2025 revenue is projected to decline to around USD3.73 billion and
recover gradually thereafter

- EBITDA margin of about 8% in 2025 before gradually trending
toward 10% by 2028 on higher volumes sold

- Negative working-capital changes, of an average 1.3% of sales in
2025-2028, no further expansion of direct financing activities to
individual car buyers

- Average capex at 1.8% of sales from 2025 to 2028

- Dividend payout ratio of 25% (in 2025 and 2026) and 30% (2027 and
2028)

- No M&A for the next four years

RATING SENSITIVITIES

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

- A downgrade of Uzbekistan's sovereign rating

- Evidence of weaker ties between Uzbekistan and UAM (for example,
a change in UAM's protected status in the market; a decline of
government oversight of UAM; and weakening of financial and other
support)

- EBITDA leverage above 2.8x or negative FCF, both sustained, could
be negative for the SCP but not necessarily the IDR

- Failure to progress with Eurobond refinancing

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

- An upgrade of Uzbekistan's sovereign rating, assuming ties with
the government remain strong and the SCP is unchanged

- EBITDA leverage below 1.3x accompanied by positive FCF margin,
both sustained, could be positive for the SCP and the IDR

For the rating sensitivities for Uzbekistan, see the rating action
commentary dated 26 June 2025.

Liquidity and Debt Structure

At end-1H25, UAM had USD44.2 million of readily available cash and
cash equivalent. The company had also access to USD17.8 million
available under USD50 million Ipoteka bank facility. The liquidity
is sufficient to sustain intra-year working-capital swings, while
the issue of the new notes will materially support the company's
liquidity in anticipation of USD300 million Eurobond (due in May
2026) repayment.

Issuer Profile

UAM is the dominant car producer in Uzbekistan, 99.7% indirectly
owned by JSC Uzavtosanoat, the state-owned company that controls
the automotive industry. UAM produces and sells vehicles and spare
parts under the Chevrolet brand, mainly in Uzbekistan and
Kazakhstan.

Date of Relevant Committee

14 July 2025

Public Ratings with Credit Linkage to other ratings

UAM's 'BB-' IDR is directly linked with the sovereign rating of
Republic of Uzbekistan of 'BB'

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

ESG Considerations

JSC UzAuto Motors has an ESG Relevance Score of '4' for Financial
Transparency due to limited record of audited financial statements
and below average quality of financial disclosure, which has a
negative impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.

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   
   -----------             ------                   --------   
JSC UzAuto Motors

   senior unsecured     LT BB-(EXP) Expected Rating   RR4



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

ANTLER MORTGAGE 1: Fitch Assigns 'B+(EXP)sf' Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Antler Mortgage Funding 1 PLC's notes
expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents, conforming to information already received.

   Entity/Debt        Rating           
   -----------        ------           
Antler Mortgage
Funding 1 PLC

   A1              LT AAA(EXP)sf  Expected Rating
   A2              LT AAA(EXP)sf  Expected Rating
   B               LT AA(EXP)sf   Expected Rating
   C               LT A(EXP)sf    Expected Rating
   D               LT BBB+(EXP)sf Expected Rating
   E               LT BB(EXP)sf   Expected Rating
   F               LT B+(EXP)sf   Expected Rating
   G               LT NR(EXP)sf   Expected Rating
   R               LT NR(EXP)sf   Expected Rating

Transaction Summary

Antler Mortgage Funding 1 PLC is a static securitisation of
owner-occupied (OO) and buy-to-let (BTL) loans originated by
National Westminster Bank Plc (NatWest).

KEY RATING DRIVERS

High Arrears Portfolio: The pool will consist of mortgage loans
originated by NatWest since August 2013 with a weighted average
(WA) seasoning of 3.7 years. The pool has adverse features
including restructured loans and a high level of arrears, despite
the prime nature of the loans. Loans with more than three payments
in arrears represent 21% of the pool. Nevertheless, Fitch applied
its prime assumptions and a transaction adjustment of 1.0x to
foreclosure frequency (FF), as borrower and loan attributes are
captured by FF adjustments.

Late-Stage Arrears: Fitch's analysis assumes loans with more than
nine monthly payments in arrears are defaulted for modelling
purposes. The WA portfolio pay rate is around 80% when capping
loan-level pay rates at 200%, and to ensure that revenue receipts
from the asset pool are not overstated in the analysis, Fitch has
classified these late-stage arrears loans as defaulted, with only
principal recovery assumed. This assumption differs from the
12-month threshold specified in its criteria because of the pay
rate.

Performance Could Worsen: The ratings of the class C to E notes are
constrained to one notch below their respective model-implied
ratings (MIRs). This reflects limited headroom at their MIRs and
the potential for deterioration in the performance of the
collateral pool due to negative selection, considering the
increasing trend in arrears and a possible rise in WAFF.

Fixed Interest Rate Hedging Schedule: At closing, 91.1% of the
loans will pay a fixed rate of interest (reverting to a floating
rate), while the notes pay a SONIA-linked floating rate. The issuer
will enter into a swap at closing to mitigate the interest rate
risk arising from the fixed-rate mortgages in the pool. The swap
features a defined notional balance determined on the basis of a 5%
constant prepayment rate and 0% constant default assumption. If the
actual defaults or prepayments differ from those assumed, the
hedging could be beneficial or detrimental to the issuer, depending
on the interest-rate environment.

RATING SENSITIVITIES

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

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

In addition, unexpected 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 15% decrease of the
weighted average recovery rate (WARR) would imply the following:

Class A1: 'AAA(EXP)sf'

Class A2: 'AA+(EXP)sf'

Class B: 'A(EXP)sf'

Class C: 'BBB-(EXP)sf'

Class D: 'BB(EXP)sf'

Class E: 'B-(EXP)sf'

Class F: 'NR(EXP)sf'

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 enhancement and,
potentially, upgrades.

Fitch found that a 15% decrease in the WAFF and 15% increase of the
WARR would imply the following:

Class A1: 'AAA(EXP)sf'

Class A2: 'AAA(EXP)sf'

Class B: 'AAA(EXP)sf'

Class C: 'A+(EXP)sf'

Class D: 'A+(EXP)sf'

Class E: 'A-(EXP)sf'

Class F: 'BBB(EXP)sf'

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

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

DATA ADEQUACY

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.

ATLAS FUNDING 2025-2: Fitch Assigns 'B+sf' Final Rating to X2 Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Atlas Funding 2025-2 PLC's (Atlas
2025-2) notes final ratings, as detailed below.

   Entity/Debt           Rating              Prior
   -----------           ------              -----
Atlas Funding
2025-2 PLC

   A XS3212016102     LT AAAsf  New Rating   AAA(EXP)sf
   B XS3212016284     LT AA-sf  New Rating   AA-(EXP)sf
   C XS3212016524     LT Asf    New Rating   A(EXP)sf
   D XS3212016870     LT BBBsf  New Rating   BBB(EXP)sf
   E XS3212017175     LT BB-sf  New Rating   BB-(EXP)sf
   X1 XS3212017506    LT BB+sf  New Rating   BB+(EXP)sf
   X2 XS3212017688    LT B+sf   New Rating   B+(EXP)sf

Transaction Summary

Atlas 2025-2 is a securitisation of buy to-let (BTL) mortgages
originated in England and Wales by Lendco Limited. This is the
sixth securitisation in the Atlas shelf and the first to be rated
by Fitch. The transaction includes pre-funded notes to purchase
additional mortgage loans, up to 20.9% of the closing pool balance,
to be included by the first interest payment date (IPD). Lendco
Mortgage Servicing Limited, part of the Lendco group, is the
servicer.

KEY RATING DRIVERS

Prime BTL: The pool is newly originated, with 97.9% by current
balance advanced in 2025. The weighted average (WA) original
loan-to-value is 71.8% and the Fitch calculated WA interest
coverage ratio 94.2%, which is in line with BTL RMBS transactions
rated by Fitch. Lendco is a specialist BTL lender, whose lending
policy is largely aligned with specialist BTL peers in LTVs,
interest coverage ratios, valuations, adverse credit and pricing.
Lendco's limits for adverse credit are similar to those at peers,
although the closing pool is clear of any adverse credit markers,
in line with the previous transaction (Atlas Funding 2025-1 PLC).

Borrower Concentration, Upward Transaction Adjustment: Lendco's
target market is professional landlords/limited companies with
large portfolios. Lendco has a higher tolerance for this segment of
the market than peers when comparing the pool's borrower
concentrations against peer transactions. Lendco has no limits on
the number of properties owned by one landlord, but it restricts
the amount of lending by asset and borrower.

Fitch has applied a transaction adjustment of 1.1x to its WA
foreclosure frequency (FF) assumptions to account for the borrower
concentration in the portfolio. In addition, as part of its rating
determination Fitch took account of borrower concentration by
considering sensitivities to lower recovery rates. The class D and
X2 ratings are therefore one notch below their model-implied
ratings.

Pre-Funding and Product Switches: The transaction documentation
permits the inclusion of additional mortgage loans by the first
IPD, to be purchased with the proceeds of the over-issuance at
close (pre-funding). The notes have been over-issued by 20.9% of
the closing pool balance. Any additional loans must meet the
additional mortgage loan conditions and asset tests to be included
in the pool.

The transaction also allows for the retention of product switches
up to 12.5% of the collateral balance after additional purchases
over the first IPD. This is subject to the product switch
conditions and asset tests outlined in the transaction
documentation, including a requirement for the WA post-swap margin
on the total assets (fixed and floating) to be no less than 2.1%
over three-month SONIA. In Fitch's opinion the conditions and tests
required for the inclusion of additional mortgage loans and product
switches largely offset the risk of negative portfolio migration or
material margin compression.

Fixed Interest Rate-Hedging Schedule: The pool consists of 94.8% of
the current balance of fixed-rate loans that are hedged through a
series of interest-rate swaps. A swap notional amount and margin
will be re-calculated at each IPD, according to a pre-defined set
of parameters, to account for the fixed-rate roll-off of the
closing pool, the inclusion of pre-funded loans and product
switches. This could lead to over-hedging due to defaults or
prepayments reducing the performing asset balance by more than the
reduction in the swap notional amount over time. Over-hedging
results in higher available revenue funds in rising interest rate
scenarios but lower ones in falling interest rate scenarios.

RATING SENSITIVITIES

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

Transaction performance may be affected by changes in market
conditions and economic environment. Weakening economic performance
is strongly correlated to increasing levels of delinquencies and
defaults that could reduce the credit enhancement available to the
notes. In addition, unanticipated declines in recoveries could
result in lower net proceeds, which may make certain note ratings
susceptible to negative rating actions, depending on the extent of
the decline in recoveries.

Fitch found that a 15% WAFF increase and a 15% WA recovery rate
decrease would result in downgrades of up to two notches for the
class C note and one notch each for the class A, B, D and E 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 enhancement and,
potentially, upgrades. Fitch found that a decrease in the WAFF of
15% and an increase in the WA recovery rate of 15%, would lead
upgrades of one notch each for the class C and X2 notes, two
notches each for the class B, D and E notes, and up to three
notches for the class X1 and X2 notes. The class A notes are
already rated at the maximum 'AAAsf'.

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

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

DATA ADEQUACY

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 valuation 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.

DEUCE MIDCO: Fitch Affirms 'B' LT IDR, Alters Outlook to Stable
---------------------------------------------------------------
Fitch Ratings has revised the Outlook on Deuce Midco Limited's
(David Lloyd Leisure; DLL) Long-Term Issuer Default Rating (IDR) to
Stable from Positive and affirmed the IDR at 'B'. Fitch has also
assigned a 'B+(EXP)' rating with a Recovery Rating of RR3 to the
proposed GBP1295 million equivalent senior secured New Notes.

The revised Outlook reflects the increased debt quantum following
refinancing with resulting EBITDAR leverage anticipated at 6.3x in
2025, and its estimate of negative free cash flow (FCF), excluding
proceeds from sales and leaseback, for the next three years
following a step-up in investment. The planned refinancing of notes
at GBP1295 million will be used to repay a GBP385 million
Payment-In-Kind (PIK) instrument treated by Fitch as equity and to
refinance the existing GBP900 million equivalent current notes.

The 'B' IDR reflects the combination of high EBITDAR leverage and
mostly negative FCF balanced by DLL's robust business model with
continued strong membership and yield growth contributing to EBITDA
margin improving to 29% by FY26. Fitch assesses the underlying
business as cash-generative and view the flexibility to pause some
of the growth capex in case of weaker performance as a mitigating
factor to the expected negative FCF.

Key Rating Drivers

Aggressive Financial Policy: Fitch views the plan to repay the PIK
equity instrument with increased senior secured note quantum as
aggressive. Fitch expects higher debt will drive leverage up to
6.3x by FY25 versus 5.8x if debt level was unchanged. Fitch still
anticipates strong profitability to drive organic deleveraging
toward 5.5x by end-FY27, but this is paired with FCF remaining
sustainably negative.

Higher Capex, Negative FCF: Higher-growth investment is expected to
lead to negative FCF in the next three years with anticipated
average FCF margin of -5% over FY25-27, compared to its previous
anticipation of mildly positive FCF by 2026. Higher capex
anticipated to average GBP240 million annually is expected to be
fully funded by internal cash generation and sale- and leaseback
deals. Excluding growth capex, Fitch estimates FCF to be positive,
reflecting the good underlying cash generation of the business.
Fitch views this capex flexibility as a mitigating factor
supporting liquidity in times of potentially weak or volatile
performance.

Solid Topline Growth: Fitch expects average revenue growth around
9% yearly through 2025-2027 supported by price increases, revised
higher new club openings, and a focus on premium membership
(premiumization). Fitch now anticipates seven to eight site
additions per year in FY26-28 compared to the four additions
anticipated previously. In the past two years, DLL's wealthy client
base has demonstrated that it is less sensitive to price increases;
its 4.5% average price increase in January 2025 had a limited
impact on membership numbers.

Higher Membership Yield: Fitch anticipates that the shift underway
to premium membership categories, following investment in spas and
additional services, will continue increasing the average yield per
member. Fitch also expects a slight increase in ancillary revenue
from personal training, and food and beverage. Fitch estimates a
yield increase of 8% for 2025 supported by year-to-date trading,
while Fitch projects a limited downside risk to its assumed 5%-6%
increases for 2026-2028, considering the level of investment in
improvement projects.

Steady Profitability Expansion: Fitch now forecasts 2025 EBITDA to
reach GBP270 million from the previous GBP255 million with a margin
above 28%, around 2 ppts up from 2024, driven by maturing clubs and
higher yield. Fitch continues to view cost inflation as adequately
managed through price increases. Fitch expects the EBITDA margin to
improve to 30% by 2028, driven by maturing clubs, higher yield, and
quicker ramp-up of new European sites as the brand becomes more
recognized. Fitch still sees European clubs as margin-dilutive, but
with improving profitability. Fitch has used cash rent to calculate
EBITDA, guided by its new lease criteria, which is GBP20 million
lower than the IFRS16 accounting rent in 2024.

Robust Business Model: Fitch views DLL's business model as robust,
benefiting from a growing health and wellness sector and a loyal
affluent membership base that is less sensitive to economic
pressures. Its premium lifestyle offering sets DLL apart from the
traditional gym format, resulting in less direct competition and
lower attrition rates. Subscription income (around 80% of sales) is
complemented mainly by food and beverage and personal-training
revenue streams.

Peer Analysis

DLL's IDR reflects the company's leading position in a niche
sub-sector with an affluent membership base that is less sensitive
to economic pressures.

Its closest Fitch-rated peer is Pinnacle Bidco plc (Pure Gym;
B-/Positive), one of the leading gym and fitness operators in
Europe with a value/low-cost business model, even though the
companies' business models differ considerably. Pure Gym faces more
rigorous price competition in a more crowded market, while DLL's
members are less price sensitive. Pure Gym is smaller by revenue
but has a geographically more diversified portfolio following its
acquisitions of Fitness World and Blink Fitness in recent years,
while DLL is increasing its geographic coverage. The health club
and gym sector is polarized, and both companies have been winning
market share from their midmarket peers.

Due to its low-cost business model, Pure Gym has mildly higher
profitability than DLL with an EBITDAR margin anticipated at 43%
versus around 40% at DLL in 2025. Pure Gym has a more aggressive
expansion strategy, resulting in more negative expected FCF margin
on average and weaker fixed charge coverage.

Key Assumptions

- Membership levels increase by 10% during 2025, driven by new site
openings and maturation of new clubs balanced by attrition
following price increases and during transformation projects;

- Three new site additions in 2025 and seven to eight new site
additions per year between 2026 and 2028;

- Average members per site grows by around 2% in 2025 and decreases
by 2% in 2026 followed by a slight further decline in subsequent
years as new gyms are added;

- Average yield of GBP81 per member in 2025, up 8% on 2024, as
expected price increases and premiumization help offset higher
costs, followed by a slightly slower 5%-6% increase in 2026-2028;

- EBITDA margin around 28.5% in 2025, improving gradually to 30% in
2028, driven by higher average yield;

- Capex at around GBP240 million on average per year in 2025-28
primarily to fund new club openings, premiumization of existing
sites, and maintenance;

- No dividends.

Recovery Analysis

The recovery analysis assumes that DLL would be reorganized as a
going concern (GC) in bankruptcy, rather than liquidated. Fitch has
assumed a 10% administrative claim.

DLL's estimated GC EBITDA of GBP160 million reflects Fitch's view
of a sustainable, post-reorganization EBITDA level, on which Fitch
bases the enterprise valuation (EV). The material increase in GC
EBITDA from its previous GBP118 million estimate reflects higher
estimated residual value, based on the combination of club network
expansion and step-up in investments in refurbishment and facility
upgrades, assuming some right-sizing of the network post-distress.

Fitch has applied a 6x EV/EBITDA multiple to the GC EBITDA to
calculate a post-reorganization EV. The multiple, which is 0.5x
higher than for Pure Gym, reflects a well-invested premium estate
(primarily long leases), an established brand name and lower
attrition rate of members than budget fitness operators, as well as
reasonable performance through past recessions when the estate was
less well invested.

Its GBP1295 million equivalent announced senior secured notes rank
behind the upsized GBP175 million super senior revolving credit
facility (RCF), which Fitch assumes to be fully drawn. Its
waterfall analysis generates a ranked recovery for the senior
secured notes in the 'RR3' band, indicating a 'B+(EXP)' instrument
rating. Final senior secured debt rating is subject to refinancing
completion on terms conforming to the draft presented.

RATING SENSITIVITIES

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

Weaker profitability amid lower yields, higher attrition or larger
cost pressures, or higher cash outflows than incorporated in
Fitch's forecast, leading to:

- EBITDA contraction or EBITDA margin decrease below 25%;

- EBITDAR leverage sustainably above 7.0x;

- EBITDAR fixed-charge coverage sustainably below 1.5x; and

- FCF margin remaining neutral to negative.

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

- Evidence of sustained profitable growth, leading to continued
EBITDA expansion and EBITDA margin increase above 30% together with
consistently positive FCF;

- Consistent financial policy with visibility of no releveraging or
shareholder actions, including dividend distributions or new debt
issuance;

- EBITDAR leverage sustained below 6.0x, suggesting a more robust
underlying performance than expected, or a more conservative
financial policy;

- EBITDAR fixed-charge coverage sustainably above 2.0x.

Liquidity and Debt Structure

Available liquidity was around GBP132.7 million at end-2024,
comprising GBP8.7 million of reported cash on balance sheet and
GBP125 million available under the committed RCF. DLL's internal
cash generation and proceeds from sale and leaseback should finance
fully its expansion. Following the transaction, Fitch expects the
RCF to increase to GBP175 million, supporting liquidity during the
planned capex-intensive investment. DLL's RCF would mature in 2031,
and the senior secured notes mature in 2031 and 2032 after the
transaction.

Issuer Profile

DLL is a premium lifestyle club operator in the U.K., with an
expanding presence in Europe. The group had 134 clubs (105 in the
U.K., contributing 84% of revenue) with 801,000 members at the end
of June 2025.

Summary of Financial Adjustments

Fitch has revised its lease adjusted leverage calculation for DLL
and are computing its lease liability by multiplying cash lease
costs by Fitch defined multiple of 10x. This multiple reflects a
similar approach applied to leased properties of large-store U.K.
retailers, using an 8x multiple, reflecting the typical discount
rate and rent contract for a developed European country on its
long-leasehold assets in addition to recognizing the GBP350 million
lease liability value of its 125-year ground leases transaction
from 2016.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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
   -----------               ------               --------   -----
Deuce Midco Limited    LT IDR B   Affirmed                   B

Deuce FinCo plc

   senior secured      LT B+(EXP) Expected Rating   RR3

ENERGEAN PLC: Fitch Puts 'BB' Final Rating to Sr. Secured Notes
---------------------------------------------------------------
Fitch Ratings has assigned Energean plc's (BB-/Stable) 5.625%
senior secured notes due 2031 a final rating of 'BB'. The Recovery
Rating is 'RR3'.

The proceeds will be used to repay existing USD450 million senior
secured notes, to pay fees and expenses, and add to its cash
balance.

Energean's rating reflects its expectation of deleveraging to below
2x EBITDA net leverage from 2026, a run-rate production of 170-180
thousand barrels of oil equivalent per day (kboe/d), and exposure
to geopolitical risk in Israel.

Key Rating Drivers

Operating Environment Stress: The armed conflicts between Israel
and various other parties continue to pose heightened risk for
Energean's operations in Israel. Earlier this year, the floating
production storage and offloading vessel servicing the Karish field
were ordered to temporarily suspend operations, although there was
no damage to the company's assets. A large-scale and prolonged
disruption to the Karish field would affect Energean's rating,
despite its ability to absorb a three-month outage with committed
liquidity sources under its assumptions, but this is not its base
case.

Revised Production Expectations: Earlier this year, Fitch revised
down its expectations of near-term and run-rate production for
Energean. Some of this is related to underperformance at non-Israel
assets and due to uncertainty caused by the company's termination
of certain divestments, but Fitch expects production in Israel to
be lower than its initial projections following better clarity
around run-rate production, including the impact of seasonal
domestic demand and scheduled maintenance needs. This also reflects
the impact of a temporary suspension of production in Israel in
2025.

Fitch has revised its expectation of total run-rate production to
170-180kboe/d from 190-200kboe/d, depending on the ramp-up of the
Katlan development in 2027. This is in line with a 'BB-' rating,
but it results in slower-than- anticipated deleveraging. Failure to
reach and maintain this level of run-rate production will likely
lead to a downgrade.

Divestiture Transaction Terminated: Fitch views the termination of
the proposed sale of assets in Egypt, Italy, and Croatia as
credit-neutral for Energean. The company's larger scale and more
diversified asset base are positive for the business profile, but
the lack of divestments will result in slower deleveraging.

Delayed Deleveraging: Fitch expects Energean's deleveraging
trajectory to be delayed by the termination of the company's
divestiture of various non-Israeli assets and revised production
expectations. Fitch expects it will take until end-2026 to
deleverage below its 2x EBITDA net leverage negative sensitivity.
Fitch expects the company will maintain EBITDA net leverage below
2x on a run-rate basis, under its price assumptions, with mildly
lower headroom, subject to successful operational execution and
continued prudent financial management.

Dividend Policy Clarity: Energean has confirmed that it expects to
keep dividends in line with historical levels of about USD220
million a year following the termination of its divestment of
various non-Israeli assets. Fitch views this dividend policy as
sustainable.

Consolidated Profile: Energean's new holding company notes have
similar terms and conditions to the existing notes and are
structurally subordinated to debt at operating companies (opcos),
which mainly consists of USD2.75 billion of project finance debt at
its 100% opco, Energean Israel Limited (EISL), secured by Israeli
assets. However, Fitch analyses Energean on a consolidated basis,
as cross-default provisions are present in the new notes'
documentation, similar to the previous notes.

Senior Secured Rating: Fitch rates the senior secured notes using a
generic approach for 'BB' category issuers, which reflects the
relative instrument ranking in the capital structure. Given the
large share of debt ranking more senior to the notes, the Recovery
Rating for the notes is 'RR3' to reflect lower recovery prospects
relative to other senior debt. This results in the senior secured
rating being notched up only once from the IDR.

Israel-Focused Gas Producer: Over 70% of Energean's production
comes from Israel. The company's gas-focused production mix is
supportive of strong long-term demand due to undersupply in the
region, but its credit profile is highly dependent on cash flows
from Israel.

Low Re-Contracting Risk: Fitch expects Energean will be able to
replace any customers in the event of a contract termination or
other unforeseen event, given its record of successful
re-contracting, alongside high domestic demand in Israel, its
access to international markets, and the favourable economics of
the Israeli assets. Fitch views the ongoing ramp-up of Israeli
assets' production as substantially mitigating contract termination
risk.

Improving Cost of Production: Energean's cost structure has
substantially improved over the last three years to about USD10 per
barrel of oil equivalent (boe) in 2024 (including royalties), from
USD19/boe in 2022, and Fitch expects it to modestly decline further
once the Katlan development comes online in 2027. This is driven by
a higher contribution from Israeli assets, which have substantially
lower unit costs than the rest of the company's portfolio.

Future Acquisitions Likely: Energean has publicly stated its
intention of pursuing further growth through acquisitions. However,
the execution risk posed by an acquisition-driven growth strategy
is offset by the company's strong record of integrating acquired
assets, its adequate financial headroom, and stable cash flows from
Israel.

Peer Analysis

S.N.G.N. Romgaz S.A (BBB-/Negative; Standalone Credit Profile: bb+)
is Energean's closest peer but has a more diversified profile with
its gas storage and electricity generation, as opposed to
Energean's focus on upstream operations. Energean is larger, with
production of over 150kboe/d in 2024, but has lower realised prices
in the Israeli gas market than Romgaz's European gas price
environment.

Energean has a more favourable cost of production before royalties
and is subject to a more advantageous tax regime, although this is
counterbalanced by geopolitical and security risks in light of the
ongoing armed conflict between Israel and various parties.

Fitch rates Energean three notches above Kosmos Energy Ltd.
(B-/Rating Watch Negative) due to its higher production and
stronger liquidity profile. Energean's longer reserve life and its
large share of contracted sales under long-term take-or-pay
agreements provide more cash flow visibility.

Key Assumptions

- Oil and gas prices to 2028 in line with its base case price deck

- Consolidated production volumes of 131kboe/d in 2025 in the event
of operational disruption, resulting in three months of lost
production in Israel, and peaking at around 178kboe/d by 2028

- Capex averaging about USD438 million a year for 2025-2028

- Israeli gas sold at contractual floor prices for 2025-2028

- Dividend payments of USD220 million a year for 2025-2028

RATING SENSITIVITIES

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

- Material reduction in production due to closure of Israeli fields
or damage to EISL's operations on a protracted basis

- Failure to deleverage below 2.0x EBITDA net leverage by end-2026

- Major gas sales contract terminations at EISL

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

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

- Sustained de-escalation of geopolitical risk will be a
pre-requisite for positive rating action

- EBITDA net leverage below 1.0x on a sustained basis and a solid
liquidity profile

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

- Increasing 1P reserve levels

Liquidity and Debt Structure

Energean does not have any immediate external funding needs, and
liquidity is healthy, with no material maturities in the near term.
At end-2024 liquidity was USD446 million, including Fitch-defined
cash and cash equivalents (USD320 million) and total availability
of USD126 million in revolving credit facilities.

Issuer Profile

Energean is an independent oil and gas producer with its core
assets located in Israel, Egypt, Italy, and Croatia.

Date of Relevant Committee

04-Aug-2025

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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
   -----------          ------         --------   -----
Energean plc

  senior secured     LT BB New Rating    RR3      BB(EXP)

ENTAIN PLC: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has assigned Entain plc's planned senior secured
notes a 'BB+(EXP)' expected rating, with a Recovery Rating of
'RR3'. Fitch has also affirmed its Long-Term Issuer Default Rating
(IDR) at 'BB' with Stable Outlook. The proceeds will be used to
partially repay amounts outstanding under the existing
euro-denominated term loan B credit facilities. Fitch has also
revised the Recovery Rating on the existing senior secured debt to
'RR3' from 'RR2' and affirmed the 'BB+' debt rating.

The notes are one notch above Entain's IDR, reflecting similar
guarantee coverage and the same security package as for other
senior secured debt issued by Entain and subsidiary Entain Holdings
(Gibraltar) Limited, with the new notes ranking pari passu with the
existing senior secured debt, ranking pari passu among each other.

Entain's rating remains supported by its business profile, with
leverage around its negative rating sensitivity in 2026, but good
prospects of positive free cash flow (FCF) from 2028. Adverse
regulatory changes, fiscal pressure or higher legal claims may lead
to negative rating action.

Key Rating Drivers

US Contribution to Contain Leverage: BetMGM, a 50/50 joint venture
between Entain and MGM Resorts International (BB-/Stable),
announced at least USD200 million total distribution in 2025, after
negative EBITDA in 2024 due to heavy investment. The additional
USD100 million of cash still to be received by Entain this year,
and assuming at least the same amount in 2026, should contain
leverage below Fitch's negative sensitivity at 4.5x. However,
absence of distributions in 2026, all other things being equal,
could drive leverage above its rating sensitivity.

Event Risk from Adverse Regulation: Its rating case does not
incorporate meaningful adverse changes in taxation in the UK
market, which remains a key market for Entain, although its share
in combined revenue fell to 42% in 1H25 (combined UK and Ireland).
Fitch treats a material increase in taxation in the UK as event
risk that, should it materialise and come into force immediately,
could put pressure on the rating, especially in 2026, when Fitch
expects leverage to be close to the negative threshold even before
accounting for additional fiscal pressure.

Low Leverage Headroom: Its forecast assumes Entain will be close to
its negative leverage sensitivity in 2026 at 4.4x (2024: 3.6x;
2025E: 3.8x), just below the negative sensitivity of 4.5x. This
incorporates its assumption that the company completes the
acquisition of the remaining stake in Entain Central and Eastern
Europe (CEE). Fitch forecasts headroom developing under its
leverage sensitivity from 2027, driven by progressive cash
contributions from BetMGM from 2025 and continuous growth of the
core business. However, this leaves no headroom for
underperformance, regulatory changes, debt-only funded M&A activity
or materially increased shareholder distributions in the short
term.

Emerging Markets Drive Growth: Fitch forecasts Entain's net gaming
revenues (NGR) to grow 3%-4% over 2025-2028, primarily driven by
the online segment. Its forecast assumes the international segment
will grow 100bp more than the UK and Ireland, with recently
regulated Brazil delivering the highest growth, despite taxation
coming into effect from 2025. Fitch forecasts that Entain CEE will
grow 300bp faster than the UK and Ireland, with Croatia and Poland
less saturated than mature European markets.

Legal Settlements Weigh on FCF: A deferred prosecution agreement in
the UK will continue to negatively affect Entain's cash flows until
2027 by around GBP150 million annually, and a compliance failure
claim by Australian regulator AUSTRAC could result in additional
settlement-related cash outflows, most likely in 2026. There is no
certainty in the financial outcome of the AUSTRAC case, but Fitch
incorporates a GBP100 million cash outflow in its rating case in
2026. A higher legal settlement payment would affect deleveraging,
potentially affecting Entain's IDR.

Geographic Diversification Adds Resilience: Entain's geographic
diversification is continuously improving. The UK and Ireland's
share in total revenues declined to 42% in 1H25 from 47% in 2020.
Every other country, excluding the joint venture in the US,
contributes less than 10% to NGR, allowing Entain to sustain
consolidated growth in case of regulatory or fiscal pressure in
markets outside the UK, reducing profitability volatility. However,
UK regulatory or fiscal pressure on cash flows could affect
consolidated performance and deleveraging. Fitch incorporates only
limited regulatory pressure in the UK in its rating case.

Entain CEE Options Approaching: A 32.5% minority stake in Entain
CEE will become puttable from November 2025, potentially in Fitch's
view requiring an additional GBP700 million for Entain to acquire
it. Entain has secured a GBP500 million bridge facility to finance
the acquisition. Fitch does not assume imminent exercise of the
option by the minority shareholder given Entain CEE's strong
performance, but Fitch incorporates in its forecast that the put
option will have been exercised by 2H26. Negative rating action
would be likely if the stake acquisition was accompanied by
underperformance against, or higher cash outflows than, its
forecast, combined with limited leverage headroom.

Peer Analysis

Entain's business profile is solid for its rating, supported by its
sound profitability and large scale. Its close peer Flutter is
larger and better diversified than Entain, with a leading position
in the US, lower exposure to the UK and wider business and customer
segment diversification via higher exposure to peer-to-peer
platforms, including poker and betting exchanges, as well as the
lottery. Its peer evoke plc (B+/Negative) also has strong brands
and retail presence in the UK via acquired William Hill operations,
but has smaller scale, higher leverage and weaker diversification
than Entain.

Entain's expected EBITDAR margin at 19%-20% over the next four
years is solid against the 'BBB' midpoint. It is above evoke's and
broadly in line with Flutter's, the latter due partially to
residual ramp-up of Flutter's US profitability that diluted
group-level margins in 2024. Entain has weaker profitability than
Allwyn International AG (BB-/Rating Watch Positive) and is more
exposed to the increasingly stringent regulation of sports betting
and online betting but has better diversification and a more
conservative financial policy record.

Fitch expects Entain's EBITDAR net leverage to remain higher, at
about 4.5x, than that of Flutter. Fitch expects Entain's leverage
in 2025 to be lower than evoke's 5.5x, as deleveraging after
acquisition for the latter has slowed under pressure on EBITDA in
the UK and Middle East markets.

Key Assumptions

- Low-to-mid-single-digit UK NGR growth in online in 2025-2028,
with low-single-digit decline in retail

- Organic mid-single-digit growth in the international segment, and
high single-digit NGR growth for Entain CEE in 2025-2028

- EBITDAR margin of 19% in 2025 (after Tab New Zealand gross profit
share payment), before gradually improving to about 20% by 2028

- US operations contributing to cash inflow from 2025, with cash
distribution of USD100 million to Entain in 2025 and progressively
increasing in 2026

- Working capital outflows of GBP70 million in 2025, followed by
neutral working capital in 2026-2028

- Capex at about 6% of revenue to 2028

- Dividend payments of GBP122 million in 2025, increasing by 5% a
year in 2026-2028

- Legal settlement-related payments of around GBP150 million a year
in 2025-2027, related to the deferred prosecution agreement
settlement, and around GBP100 million in 2026 related to the
AUSTRAC claim settlement

- Acquisition of a minority stake in Entain CEE in 2026 for roughly
GBP700 million, funded by debt

Recovery Analysis

Fitch rates Entain's senior secured term loans of USD2.2 billion,
USD1.1 billion and EUR1.3 billion, GBP645 million revolving credit
facility (RCF) and its proposed senior secured notes, all ranking
pari passu, using its generic approach for 'BB' rating category
issuers. The senior secured term loans are rated at 'BB+'/'RR3'
versus 'BB+'/'RR2' previously. This reflects its view of low
collateral quality containing only a share pledge from the
guarantors and 47% EBITDA coverage from the guarantors, compared
with other Fitch-rated issuers' senior secured instruments, for
which Fitch gives higher recovery rating assessment, which would
otherwise support an 'RR2' rating.

The senior secured notes are rated pari passu with the senior
secured loans at 'BB+(EXP)'/'RR3', benefitting from a comparable
collateral and guarantor coverage. The final rating is contingent
on transaction completion with final documents materially
conforming to information already received.

RATING SENSITIVITIES

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

- Weaker-than-forecast profitability due to increased competition
or more material adverse impact from regulation leading to an
EBITDAR margin at or below 18%

- EBITDAR net leverage above 4.5x

- EBITDAR fixed-charge coverage below 3.0x along with a reducing
liquidity buffer

- Negative FCF, adjusted for non-recurring and extraordinary items

- Maintaining shareholder-friendly financial policies that limit
deleveraging prospects

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

- Continued strong profitability with diversification offsetting
tighter gaming regulation, and realisation of planned synergies
resulting in an EBITDAR margin above 22%

- EBITDAR net leverage trending towards 3.5x on a sustained basis

- EBITDAR fixed-charge coverage above 3.5x

- Consistently positive FCF

Liquidity and Debt Structure

At end-June 2025, Entain's liquidity remained solid with around
GBP319 million Fitch-calculated available cash and a GBP645 million
of fully undrawn RCF, increased during the refinancing round in
July 2025. BetMGM has access to a separate USD150 million RCF that
will support its operations as profitability further improves over
2025-2026. After the proposed refinancing, there will be no
maturities until October 2029.

The RCF will mature in July 2029 after the proposed refinancing,
unless Entain refinances or pays down at least 75% of the existing
term loans due in 2029-2032.

Issuer Profile

Entain is one of the world's largest online gaming operators with
licenses in 34 markets and 26 US states, but its largest market
remains UK (40% of revenues in 2024) and it is mainly present in
Europe.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

ESG Considerations

Entain has an ESG Relevance Score of '4' for Customer Welfare -
Fair Messaging, Privacy & Data Security due to increasing
regulatory scrutiny on the sector arising from greater awareness
around the social implications of gaming addiction and increasing
focus on responsible gaming. This factor has a negative impact on
the credit profile and is relevant to the rating in conjunction
with other factors.

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
   -----------               ------               --------   -----
Entain plc             LT IDR BB   Affirmed                  BB

   senior secured      LT     BB+  Affirmed           RR3    BB+

   senior secured      LT BB+(EXP) Expected Rating    RR3

Entain Holdings
(Gibraltar) Limited

   senior secured      LT     BB+  Affirmed           RR3    BB+

HUDDLE SPV 17: Cowgills Appointed as Joint Administrators
---------------------------------------------------------
Huddle SPV 17 Limited was placed into administration in the High
Court of Justice, Business and Property Courts of England and Wales
(ChD), Court Number CR-2024-000435. Craig Johns and Jason Mark
Elliott of Cowgills Limited were appointed as joint administrators
on Nov. 7, 2025.

The company offered financial intermediation services.

Its registered office is at C/O Cowgills Limited, Fourth Floor,
Unit 5B, The Parklands, Bolton, BL6 4SD.

Its principal trading address is at 10 Park Place, Leeds, LS1 2RU.

The joint administrators can be reached at:

   Craig Johns
   Jason Mark Elliott
   Cowgills Limited
   Fourth Floor, Unit 5B, The Parklands
   Bolton, BL6 4SD

For further details, contact:

   The Joint Administrators
   Tel No: 0161 827 1200
   Email: Janette.Elliott@cowgills.co.uk

Alternative contact: Janette Elliott

JUPITER MORTGAGE NO.1: Fitch Lowers Rating on Cl. E Notes to 'B-sf'
-------------------------------------------------------------------
Fitch Ratings has downgraded Jupiter Mortgage No.1 PLC's class B,
C, D and E notes and affirmed the rest. Fitch has removed all
tranches from Under Criteria Observation.

   Entity/Debt            Rating             Prior
   -----------            ------             -----
Jupiter Mortgage
No.1 PLC

   A XS2737623459      LT AAAsf  Affirmed    AAAsf
   B XS2737623376      LT A+sf   Downgrade   AAsf
   C XS2737623533      LT BBB-sf Downgrade   A-sf
   Class A Loan Note   LT AAAsf  Affirmed    AAAsf
   D XS2737623889      LT Bsf    Downgrade   BBBsf
   E XS2737623616      LT B-sf   Downgrade   B+sf
   F XS2737623707      LT CCCsf  Affirmed    CCCsf
   X XS2737624267      LT CCsf   Affirmed    CCsf

Transaction Summary

The notes were issued to refinance Jupiter Mortgage No.1 PLC - a
securitisation of loans originated by multiple lenders.

KEY RATING DRIVERS

UK RMBS Rating Criteria Updated: The rating actions reflect Fitch's
updated UK RMBS Rating Criteria (see "Fitch Ratings Updates UK RMBS
Rating Criteria" dated 23 May 2025). Key changes include updated
representative pool weighted average foreclosure frequencies
(WAFF), changes to sector selection, revised recovery rate (RR)
assumptions, and changes to cash flow assumptions.

The most significant revision was to the non-conforming sector
representative 'Bsf' WAFF. Fitch applies newly introduced
borrower-level recovery rate caps to underperforming seasoned
collateral. Fitch also now applies dynamic default distributions
and high prepayment rate assumptions rather than the static
assumptions applied previously.

Revised Assumptions Drive Downgrades: The class B to E notes are
more sensitive to Fitch's updated criteria, particularly the
revised RR and default assumptions (which treat loans that are more
than 12 months in arrears (10.1% of the pool) as defaults for both
asset and cash flow modelling). These changes, combined with
updated sector selection and revised fee assumptions, result in
larger expected losses and led to the downgrades of the class B to
E notes.

Sector Selection: At closing, Fitch split the pool based on each
originator's lending practices, applying the prime matrix to 58%
and the non-conforming matrix to 42% of the pool. However, as the
transaction has subsequently performed in line with the
non-conforming index, Fitch has revised its approach and now
analyses all loans in the pool using the non-conforming matrix.

Transaction Adjustment: The pool comprises highly seasoned (BTL)
loans. Fitch analysed the pool using its BTL-specific assumptions,
applying a transaction adjustment factor of 1.5x to FF, as opposed
to the criteria-standard factor of 1.0x. The higher adjustment
reflects the transaction's historical performance, with the
proportion of loans in arrears by more than three months
consistently underperforming Fitch's BTL index.

BTL Recovery Rate Cap: The deal's reported losses have exceeded its
expectations, based on the indexed value of the properties in the
pool. Fitch has consequently applied borrower-level recovery rate
(RR) caps to the BTL loans in the transaction, in line with those
applied to non-conforming loans. The RR cap is 85% at 'Bsf' and 65%
at 'AAAsf'.

Increased Third-Party Fees: Fitch has increased its annual senior
fee assumption to align with levels in the transaction. The
reported servicing fee is much higher than expected at closing,
likely reflecting the large number of arrears and defaults that
require additional servicing work, and in turn higher transaction
charges, which limit available excess spread. The ratings of the
class C, D and E notes may face further downgrades if the fees
remain high, as underlined in their Negative Outlook.

RATING SENSITIVITIES

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

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

In addition, unexpected 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 15% decrease of the
WARR would imply the following:

Class A: 'AAsf'

Class A loan: 'AAsf'

Class B: 'BBB+sf'

Class C: 'Bsf'

Class D: Below 'CCCsf'

Class E: Below 'CCCsf'

Class F: Below 'CCCsf'

Class X: Below 'CCCsf'

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 enhancement and,
potentially, upgrades.

Fitch found that a 15% decrease in the WAFF and 15% increase of the
WARR would imply the following:

Class A: 'AAAsf'

Class A loan: 'AAAsf'

Class B: 'AA+sf'

Class C: 'Asf'

Class D: 'BB+sf'

Class E: 'B-sf'

Class F: Below 'CCCsf'

Class X: Below 'CCCsf'

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Prior to the transaction closing, 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

Jupiter Mortgage No.1 PLC has an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security due to
the high proportion of interest-only loans in legacy owner-occupied
mortgages, which has a negative impact on the credit profile and is
relevant to the ratings in conjunction with other factors.

Jupiter Mortgage No.1 PLC has an ESG Relevance Score of '4' for
Exposure to Social Impacts due to the high proportion of borrowers
in the pool that have already reverted to a floating rate and are
currently paying a high standard variable rate. These borrowers may
not be in a position to refinance. This has a negative impact on
the credit profile and is relevant to the ratings in conjunction
with other factors.

Jupiter Mortgage No.1 PLC has an ESG Relevance Score of '4' for
Human Rights, Community Relations, Access & Affordability due to a
large proportion of the pool containing owner-occupied loans
advanced with limited affordability checks, which has a negative
impact on the credit profile and is relevant to the ratings in
conjunction with other factors.

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.

KING HOLDCO: Fitch Assigns 'BB-(EXP)' Long-Term IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned King Holdco Limited (Kelvion) an
expected Long-Term Issuer Default Rating (IDR) of 'BB−(EXP)'. The
Outlook is Stable. Fitch has also assigned an expected rating of
'BB+(EXP)', with a Recovery Rating of 'RR2', to Kelvion's proposed
EUR750 million senior secured floating-rate notes due 2032, issued
by King US Bidco, Inc.

The IDR reflects Kelvion's solid position in thermal development
and manufacturing across a broad range of markets, including data
centres — its largest and fastest-expanding subsector —
alongside improving operating margins and moderate initial
leverage. The rating is constrained by moderate customer and
product diversification and exposure to fairly cyclical markets.

The Stable Outlook assumes that the company will sustain its credit
metrics within the rating sensitivities, while delivering organic
growth and refraining from shareholder distributions following its
acquisition by Apollo.

The assignment of final ratings is contingent on completion of the
acquisition and financing in line with the terms presented.

Key Rating Drivers

Moderate Leverage: Fitch expects initial leverage of about 3.0x
following the proposed issue of the EUR750 million senior secured
floating-rate notes, based on Fitch-calculated EBITDA forecast of
EUR260 million in 2025. Fitch expects leverage to decline over the
medium term, driven primarily by EBITDA growth under its
rating-case assumptions. Management targets a conservative capital
structure, underpinned by a financial policy focused on cash
retention and reinvestment in the business, which is supportive of
deleveraging.

Operating Earnings to Rise: Fitch expects Kelvion's
Fitch-calculated EBITDA margin to exceed 15% in 2025, up from 12%
in 2024, driven by increased scale in the high-tech division,
efficiency initiatives, and a shift in the business mix towards
higher-margin products and services within the conventional and
services divisions. Fitch expects steady margins of 15%-16% in
2026-2029, supported by operational and commercial efficiency
measures, which should help offset pricing pressure from increased
competition or delays in investments by major customers.

Limited Product Diversification: Kelvion's product range is broader
than many direct peers', but it remains concentrated in thermal
solutions that are technologically and functionally adjacent and
serve closely related thermal-management applications across HVAC
(heating, ventilation and air conditioning), industrial processes
and data centres. As a result, Fitch assesses the product range as
narrow under Fitch's product-diversification subfactor, reflecting
high concentration in heat-transfer and cooling rather than
diversification into unrelated product families.

Moderate Customer Concentration: Kelvion's customer base includes
several large accounts, creating concentration risk. The top three
customers account for about 40% of revenue, which could amplify
volatility in orders and pricing, particularly during downturns or
if a key relationship is lost. Preferred-supplier status,
longstanding relationships, and a diversified market footprint
provide some mitigation, but customer concentration is a constraint
on the business profile unless the revenue mix broadens and the
share of revenue from the largest accounts continues to decline
over time.

Somewhat Exposed to Cyclical End-Markets: Kelvion's exposure to
cyclical, capex-driven markets is increasing due to increasing
data-centre sales. Demand appears strong based on hyperscaler capex
announcements, but a reversal or delays could reduce revenue and
margins through lower volume absorption and pricing pressure.
Concentration risk and sensitivity to few customers and projects
will rise as data centres become a larger share of revenue and
profit.

Positive FCF to Continue: Fitch expects free cash flow (FCF)
margins to remain consistently positive in the mid-single digits in
2025-2029, broadly in line with performance over the past two
years. This reflects higher operating earnings offsetting increased
interest expense from a higher debt quantum, fairly low working
capital requirements, stable capex at below 3% of revenue and no
dividend distributions.

Peer Analysis

Kelvion's business profile is broadly comparable to other 'BB'
category diversified industrials, such as Trench Group Holdings
GmbH (BB-/Stable) and Nova Alexandre III S.A.S. (BB/Stable), with
similar market positioning, innovation and business stability.

By contrast, BE Semiconductor Industries N.V. (BB+/Stable) offers
products with substantially higher technology content that require
far greater R&D investment, while Hillman Solutions Corp.
(BB-/Stable) has a lower technology product set with limited
innovation. Kelvion's EBITDA leverage is solid and broadly in line
with Trench Group's and Hillman Solutions', but higher than BE
Semiconductor's and Nova Alexandre's.

Kelvion's profitability is strong for the rating category, though
EBITDA margins remain below BE Semiconductor's and Trench Group's.
Fitch expects Kelvion's FCF margin to be in the mid-single digits,
similar to Trench Group's and higher than Nova Alexandre III's.

Key Assumptions

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

- Revenue CAGR of 5.4% in 2025-2029, mainly supported by
hyperscalers' continued data-centre expansion

- EBITDA margin to exceed 15% in 2025 and remain 15%-16% during
2026-2029, supported by increased scale, efficiency gains, and a
shift to higher-margin offerings despite potential competitive
pricing pressure

- Working capital outflow averaging 0.8% of revenue in 2025-2029

- Capex averaging about 2.7% of revenue

- No dividends or M&A activity in 2025-2029

Recovery Analysis

Fitch applies its generic approach to Recovery Ratings for
instruments issued by corporates with an IDR in the 'BB' rating
category. Fitch thus views the proposed senior secured instrument
as category 2 first-lien debt and rate it at two notches above the
IDR.

RATING SENSITIVITIES

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

- EBITDA leverage above 3.5x

- FCF margins consistently below 2%

- Failure to deliver EBITDA-margin growth from optimisation
initiatives and a structurally weaker business profile

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

- EBITDA leverage below 2.5x

- FCF margins consistently above 5%

- Implementation of optimisation initiatives that leads to EBITDA
margin growth and a structurally stronger business profile

Liquidity and Debt Structure

Fitch expects Kelvion to have sufficient liquidity comprising
EUR100 million of cash and a new, undrawn revolving credit facility
(RCF) of EUR120 million maturing in 6.5 years, after the notes
issue. Expected positive FCF will provide an additional cushion to
its liquidity position. The company will have EUR786 million of
debt, consisting mainly of senior secured floating-rate notes. The
notes are planned to mature in seven years.

Issuer Profile

Kelvion provides mission-critical resources for thermal management
solutions across a broad spectrum of markets.

Date of Relevant Committee

30-Oct-2025

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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

   -----------                ------                      --------

King Holdco Limited     LT IDR BB-(EXP) Expected Rating

King US BidCo, Inc.

   senior secured       LT     BB+(EXP) Expected Rating     RR2

LP SD EIGHTY THREE: Turpin Barker Appointed as Administrators
-------------------------------------------------------------
LP SD Eighty Three Limited was placed into administration in the
High Court of Justice Court Number CR-2025-007820. Martin C
Armstrong and Andrew Richard Bailey of Turpin Barker Armstrong were
appointed as administrators on Nov. 6, 2025.

The company operated as a dispensing chemist in specialized
stores.

Its registered office is at Jhoots Pharmacy Scott Arms Medical
Centre, Whitecrest, Great Barr, Birmingham, B43 6EE.

Its principal trading address is at Unit 3, Burntwood Shopping
Centre, Sankeys Corner, Cannock Road, Walsall, WS7 8JR.

The joint administrators can be reached at:

   Martin C Armstrong
   Andrew Richard Bailey
   Turpin Barker Armstrong
   Allen House, 1 Westmead Road
   Sutton, Surrey, SM1 4LA

For further details, contact:

   Tel No: 020 8661 7878
   Email: jhoots.creditors@turpinba.co.uk

LP SD NINETY ONE: Turpin Barker Appointed as Administrators
-----------------------------------------------------------
LP SD Ninety One Limited was placed into administration in the High
Court of Justice Court Number CR-2025-007836. Martin C Armstrong
and Andrew R Bailey of Turpin Barker Armstrong were appointed as
joint administrators on Nov. 6, 2025.

The company operated as a dispensing chemist in specialized
stores.

Its registered office is at Jhoots Pharmacy Scott Arms Medical
Centre, Whitecrest, Great Barr, Birmingham, B43 6EE.

Its principal trading address is at 46-47 Arbury Court, Alex Wood
Road, Cambridge, CB4 2JQ.

The administrators can be reached at:

   Martin C Armstrong
   Andrew R Bailey
   Turpin Barker Armstrong
   Allen House, 1 Westmead Road
   Sutton, Surrey, SM1 4LA

For further details, contact:

   The Joint Administrators
   Tel No: 020 8661 7878
   Email: jhoots.creditors@turpinba.co.uk

LP SD ONE: Turpin Barker Appointed as Administrators
----------------------------------------------------
LP SD One Hundred Four Limited was placed into administration in
the High Court of Justice Court Number CR-2025-007833. Martin C.
Armstrong and Andrew Richard Bailey of Turpin Barker Armstrong were
appointed as joint administrators on Nov. 6, 2025.

The company operated as a dispensing chemist in specialised
stores.

Its registered office is at Jhoots Pharmacy, Scott Arms Medical
Centre, Whitecrest, Great Barr, Birmingham, B43 6EE.

Its principal trading address is at Penntorr Health, Trevol
Business Centre, Trevol Road, Torpoint, PL11 2TB.

The administrators can be reached at:

   Martin C. Armstrong
   Andrew Richard Bailey
   Turpin Barker Armstrong
   Allen House, 1 Westmead Road
   Sutton, Surrey, SM1 4LA

For further details, contact:

   Tel No: 020 8661 7878
   Email: jhoots.creditors@turpinba.co.uk


ORIFLAME INVESTMENT: Fitch Downgrades LT IDR to 'RD'
----------------------------------------------------
Fitch Ratings has downgraded Oriflame Investment Holding Plc's
Long-Term Issuer Default Rating (IDR) to 'RD' (Restricted Default),
from 'CC', following the maturity extension of its revolving credit
facility (RCF) to January 2026, after the original expiry date on 4
November 2025, which Fitch views as a Distressed Debt Exchange
(DDE). Fitch has subsequently upgraded Oriflame's IDR to 'CC'.
Fitch has also affirmed the company's senior secured ratings at 'C'
with a Recovery Rating of 'RR6'.

The 'CC' rating reflects Oriflame's ongoing debt restructuring, as
the company is launching a lender consent solicitation for a
recapitalisation in mid-November, which meets Fitch's criteria for
a DDE.

Fitch expects to downgrade the IDR to 'C' on announcement of the
agreed recapitalisation with all investors and the date set to
execute the exchange. Fitch expects to downgrade the IDR to 'RD'
once the recapitalisation is completed, expected in December 2025.
Fitch will then reassess the IDR based on Oriflame's new capital
structure, business prospects and liquidity.

Key Rating Drivers

'RD' on RCF Maturity Extension: The downgrade to 'RD' follows the
company's extension of its EUR100 million RCF, which would have
expired on 4 November 2025, to January 2026. Fitch treats the
extension of maturity date a material reduction in terms for
existing RCF lenders, which Fitch believes was conducted to avoid
an eventual probable payment default and so treat it as a DDE under
its criteria.

'CC' on Inevitable Debt Restructuring: The subsequent IDR upgrade
to 'CC' reflects the ongoing debt restructuring. The
recapitalisation plan has now secured support from RCF lenders,
with a target completion at end-2025. The recapitalisation will
reduce the bond principal to EUR260 million, including lock-up
fees, from EUR779 million. Bondholders and shareholders will
provide EUR24.5 million and EUR25.5 million, respectively, in new
money. Under Fitch's criteria, this recapitalisation will
materially reduce the terms for existing bondholders and would be
conducted to avoid an eventual probable default, and so will be
classified as a DDE.

On announcement of the debt restructuring, including an agreed
exchange date, Fitch will downgrade the IDR to 'C' from 'CC'. On
completion of the debt exchange, Fitch will downgrade the IDR to
'RD' before reassessing Oriflame's restructured profile and
assigning a rating consistent with its forward-looking assessment
of the company's credit profile. Fitch will continuously monitor
the company's performance and adherence to its financial
documentation, including timely debt service.

Issuer De Facto Insolvent: Oriflame had EUR33 million cash at
end-September 2025, and had used EUR85 million of its RCF, which
would be insufficient to support business needs or make upcoming
interest payments. Its next coupon is due on 15 November 2025 for
its EUR250 million floating-rate and USD550 million fixed-rate
notes, before the recapitalisation plan is executed at end-2025.
Fitch assesses Oriflame's liquidity as unfunded until the
completion of the DDE and would downgrade the IDR to 'C' should
Oriflame miss its next coupon payment and enter a grace period
under the original bond documentation, and to 'RD' on expiry of the
cure period.

Impaired Internal Cash Generation: Fitch expects free cash flow to
remain negative in 2025 after a deep loss in 2024, reflecting
Oriflame's still weak trading and fragile profitability, with high
execution risk in the operational turnaround. Revenue fell 7% in
9M25, despite the rollout of the company's beauty community model
and entries into new geographies. It continued to be loss-making as
savings from cost measures were offset by higher marketing costs,
increased distribution and infrastructure costs from a new
distribution centre, and lower operating leverage on weaker sales
volume.

Peer Analysis

Oriflame's closest sector peer is Natura Cosmeticos S.A.
(BB+/Stable), which also operates in the direct-selling beauty
market. The latter has stronger business and financial profiles
than the former, which are reflected in their multi-notch rating
differential. Like Oriflame, Natura is geographically diversified
with exposure to emerging markets but benefits from greater
diversity across sales channels and a substantially larger scale in
the sector as the fourth-largest pure beauty company globally after
its acquisition of Avon Products Inc.

Oriflame is rated several notches lower than THG PLC (B+/Stable),
which operates in the beauty and well-being consumer market. The
latter is smaller, as it operates mostly in the UK and Europe,
although its revenue is rising rapidly, organically and through
M&A.

Oriflame is comparable with Accell Group Holding B.V. (CCC) as both
face acute operational difficulties. Accell completed a capital
restructuring in February 2025.

Key Assumptions

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

- Revenue to decline by about 9% in 2025

- EBITDA to remain negative in 2025

- Capex at about EUR5 million a year to 2028

- No dividends to 2028

- No M&A to 2028

Recovery Analysis

The recovery analysis assumes Oriflame will be treated as a going
concern in bankruptcy and reorganised rather than liquidated. Fitch
assumes a 10% administrative claim.

In its bespoke recovery analysis, Fitch estimates going concern
EBITDA available to creditors of about EUR50 million. This is
sustainable EBITDA, after reorganisation, that would allow Oriflame
to retain a viable business model.

A multiple of 4.0x is applied to EBITDA to calculate a
post-reorganisation valuation, reflecting its assessment of
Oriflame's underlying brand and intellectual property rights value.
This multiple is about half of its 2019 public-to-private
transaction multiple of 7.2x.

The company's super senior EUR100 million RCF is assumed to be
fully drawn on default and ranks senior to its senior secured notes
of EUR779 million. The waterfall analysis generated a ranked
recovery for its EUR250 million and USD550 million senior secured
notes in the 'RR6' band, indicating a 'C' rating, under Fitch's
criteria, one notch below the IDR. The above recovery does not
represent the recovery rate from the company's restructuring plan.

RATING SENSITIVITIES

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

- Uncured payment default (such as failure to pay interest on any
material financial obligation), entering into a formal debt
restructuring recognised as a DDE under Fitch's criteria, or
entering bankruptcy, administration or other formal winding-up
procedure

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

- No upside until the capital structure is overhauled

Liquidity and Debt Structure

At end-September 2025, Oriflame had a cash balance of EUR33 million
and had used EUR85 million of its RCF. Oriflame is under
recapitalisation and is expected to receive new money as additional
liquidity.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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
   -----------              ------         --------   -----
Oriflame Investment
Holding Plc           LT IDR RD Downgrade             CC
                      LT IDR CC Upgrade

   senior secured     LT     C  Affirmed     RR6      C

PHARMANOVIA BIDCO: Fitch Cuts IDR & EUR980MM Loan Rating to 'CCC+'
------------------------------------------------------------------
Fitch Ratings has downgraded Pharmanovia Bidco Limited's (formerly
Atnahs) Long-Term Issuer Default Rating (IDR) to 'CCC+' from 'B-'.
Fitch has also downgraded the company's EUR980 million term loan's
senior secured rating to 'CCC+' from 'B-'. The Recovery Rating
remains 'RR4'.

The downgrade follows weak operating performance the first half of
the financial year ending March 2026 (FY26) due to excessive
in-market stock levels impeding sales and resulting in further
underperformance and execution challenges, exacerbated by
management changes in FY26.

Fitch expects credit metrics will be well outside its negative
sensitivities for 'B-' in FY26, with limited visibility of the
deleveraging pace and the extent and timeline of profit recovery
from FY27.

The rating also captures Pharmanovia's weakened liquidity position
and high reliance on the availability of its revolving credit
facility (RCF), with materially reduced headroom for further
underperformance and cash burn in FY26-FY27.

Key Rating Drivers

Ongoing Underperformance: Fitch expects FY26 Fitch-adjusted EBITDA
to drop toward or below EUR80 million (FY25: EUR101 million or
EUR118 million under management accounting) due to continued
revenue and operating margin deterioration. There was another
disappointing quarter in 2QFY26, with depressed sales due to
continued overstocking, particularly in China, although underlying
demand for products there remains reasonable.

Margins were affected by phasing and an adverse change in product
mix towards lower margin items. In 1HFY26 preliminary EBITDA was
just EUR25 million due to low sales and reduced margins, with China
posting negative EBITDA.

No Mid-Term Turnaround Plan: The company further revised its budget
guidance for FY26, expecting weaker results in the rest of the
world and significant underperformance in China. It is developing a
turnaround plan, with high execution risks around operational
transformation, including cost-cutting measures, and management of
a broad portfolio of mature products that face organic decline and
competitor displacement. Pharmanovia has not ruled out potential
disposal of the Chinese segment, although it has disclosed no
details.

Fitch expects depressed FY26 adjusted EBITDA to result in
double-digit leverage, which is unsustainable. The lack of
visibility beyond FY26 increases concerns about the sustainability
of the business model. The inability to develop and implement an
efficient turnaround plan could lead to debt restructuring being
necessary in the medium term. This risk is somewhat mitigated by
the absence of debt maturities until 2029 when the RCF comes due.

Unsustainable Leverage: Pharmanovia's Fitch-adjusted gross leverage
was 9.9x in FY25 (8.5x if accounting for all the company's
adjustments) and Fitch expects it to grow into double-digit
territory in FY26. Fitch views the current capital structure as
unsustainable, with no room for further underperformance. The
company has not communicated a strategic financial plan to address
the situation.

Minimum Liquidity: Pharmanovia has an asset-light model, which can
help it adjust its cash outflows to limit cash leakage. At
end-2QFY26, it had EUR19 million of cash (of which Fitch restricts
EUR5 million) and EUR106 million available under its EUR203 million
RCF. Access to over 40% of the RCF is subject to a senior secured
net leverage covenant at below 8.75x, but there are carveouts under
the debt documentation for capex, M&As and deferred consideration
payments. The company does not envisage increasing use of the RCF
over FY26. However, further underperformance versus the budget
could result in increased liquidity needs and result in a liquidity
crunch.

Constrained by Scale: Pharmanovia's rating is constrained by its
small size, despite recent product additions. Fitch also views the
company's narrow product portfolio and high sales concentration
(its top 10 products accounted for 54% of sales in 1HFY26) as
rating constraints. Moderation of high product concentration risks
remains subject to further portfolio expansion through medium to
large acquisitions. Its business model depends on continued
portfolio replenishment, with limited resources following recent
operating results.

Reconfiguring Portfolio: Fitch expects the company to prioritise
organic growth in its defined therapeutic areas, driven by product
redevelopment and new market launches. This is underscored by its
in-licensing agreements for novel complementary therapies. These
support its M&A-driven growth and diversification strategy, which
has gained momentum since the pandemic. In a normal environment
Fitch assumes a moderate decline of its established off-patent drug
portfolio, while the company aims to continue expanding based on
planned active lifecycle management, although visibility of its
medium-term plan is limited at this stage.

ESG - Management Strategy: The recent operational and strategic
failures, multiple changes of management, the near- to medium-term
uncertainty around the business's strategic development and the
lack of a developed medium-term plan create downside risks and
weigh on the IDR.

ESG - Financial Transparency: Multiple delays in reporting and
audit conclusions (for FY24 and FY25), multiple restatements of the
financials and limited disclosure for the quarterly results
undermine the reliability of the reported numbers and has a
negative impact on the rating.

Peer Analysis

Fitch compares Pharmanovia with other asset-light scalable niche
pharmaceutical companies, such as CHEPLAPHARM Arzneimittel GmbH
(B/Stable), ADVANZ PHARMA HoldCo Limited (B/Stable) and Neopharmed
Gentili S.p.A. (B/Stable).

Pharmanovia's moderate business scale and concentrated brand
portfolio benefit from increasing product and wide geographic
diversification in each brand. However, the current financial
underperformance and uncertainty around the medium-term strategy
and minimum headroom in liquidity constrain its IDR to the 'CCC'
category. Pharmanovia and Cheplapharm historically had almost
equally high and stable operating and cash flow margins, which
eroded from 2024.

Advanz also has high execution risk in its refocused strategy to
actively develop and market targeted specialist generic drugs, and
remaining litigation risks. Neopharmed's slightly smaller
operations are balanced by better expected leverage.

Key Assumptions

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

- Decline of revenue by 7% yoy in FY26 and expected recovery with
at least low single-digit sales growth in FY27-FY29

- EBITDA margin of about 27.6% in FY26, improving towards 34% in
FY27, 35%-36% in FY28-FY29

- Working capital inflow of about EUR16 million in FY26 and at
around breakeven in FY27-FY29

- RCF drawings in FY26-FY29 to support the cash position

- M&A of product intellectual property and commercial
infrastructure assets assumed to halt in FY26 and FY27 to preserve
cash, then of about EUR10 million-20 million a year in FY28-FY29;
targeted acquisitions at an enterprise value of 4x sales, funded
with internally generated FCF

- Non-acquisition capex at about 1% of sales (Fitch treats
acquisitions as equivalent capex at 8%-10% of sales, as it views
these investments as necessary to offset the organic portfolio
decline)

- No debt-funded dividend payments

Recovery Analysis

The recovery analysis assumes Pharmanovia would be considered a
going concern in bankruptcy and reorganised rather than liquidated.
This is driven by the company's asset-light business model, which
supports higher realisable values in financial distress than
balance-sheet liquidation.

Financial distress could primarily arise from material revenue
contraction following volume losses and price pressure, given its
exposure to generic pharmaceutical competition, possibly in
combination with an inability to manage the cost base of a rapidly
expanding business.

Fitch applied a post-restructuring going concern EBITDA estimate of
EUR100 million, reduced from EUR125 million previously, and a
distressed enterprise value/EBITDA multiple of 5.0x, reflecting its
estimate of the underlying value of the company's portfolio of
intellectual property rights before considering added value through
portfolio and brand management.

Fitch assumes a 10% administrative claim.

Its principal waterfall analysis generated a ranked recovery in the
'RR4' band for the senior secured capital structure, comprising the
EUR980 million term loan B and EUR203 million RCF assumed to be
fully drawn prior to distress in accordance with its methodology,
with both facilities ranking pari passu. This indicates a
'CCC+'/'RR4' instrument rating for the senior secured debt.

RATING SENSITIVITIES

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

- Execution weaknesses leading to lack of recovery in EBITDA and
consistently negative FCF

- Insufficient liquidity with materially reduced availability of
RCF

- Unsustainable capital structure requiring off-market refinancing
solutions

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

- Material recovery in EBITDA leading to a reduction of EBITDA
gross leverage to below 7.5x

- Timely strategic update from the new management that effectively
addresses current operational issues

- EBITDA interest coverage above 1.5x

Liquidity and Debt Structure

Pharmanovia's readily available cash on balance sheet at end-2QFY26
was around EUR14 million (excluding EUR5 million Fitch considers
not readily available). In addition, it has access to EUR106
million of its EUR203 million RCF. With its operating
underperformance, the company is fully reliant on continued RCF
availability and further material underperformance could lead to
insufficient liquidity. The company does not have any maturities
until 2029 and 2030, when the RCF and term loan B come due,
respectively.

Issuer Profile

Pharmanovia is a UK-based specialty pharma focused on acquiring and
managing branded off-patent drugs. Its main therapeutic areas are
cardiovascular, endocrinology, neurology and oncology.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

ESG Considerations

Pharmanovia has an ESG Relevance Score of '5' for 'Management
Strategy' due to an ineffective corporate strategy and the absence
of a turnaround plan. This has a negative impact on the credit
profile and is highly relevant to the rating.

Pharmanovia has an ESG Relevance Score of '5' for 'Financial
Transparency' due to late reporting of financials with multiple
restatements and lack of detailed disclosure. This has a negative
impact on the credit profile and is highly relevant to the rating.

Pharmanovia has an ESG Relevance Score of '4' for Governance
Structure due to the recent resignations in the management team,
which has a negative impact on the credit profile, and is relevant
to the rating in conjunction with other factors.

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
   -----------              ------           --------   -----
Pharmanovia Bidco
Limited               LT IDR CCC+  Downgrade            B-

   senior secured     LT     CCC+  Downgrade   RR4      B-

RIPON MORTGAGE: Fitch Hikes Rating on Class X Notes to 'BBsf'
-------------------------------------------------------------
Fitch Ratings has upgraded Ripon Mortgages PLC's class X notes and
affirmed the rest. Fitch has removed all ratings from Under
Criteria Observation.

   Entity/Debt                Rating            Prior
   -----------                ------            -----
Ripon Mortgages PLC

   Class A XS2982123403    LT AAAsf  Affirmed   AAAsf
   Class B XS2982123585    LT AA+sf  Affirmed   AA+sf
   Class C XS2982123668    LT A+sf   Affirmed   A+sf
   Class D XS2982123742    LT BBB+sf Affirmed   BBB+sf
   Class E XS2982124047    LT BBB-sf Affirmed   BBB-sf
   Class F XS2982124120    LT BBsf   Affirmed   BBsf
   Class X XS2982125101    LT BBsf   Upgrade    B-sf

Transaction Summary

The transaction is a securitisation of UK buy-to-let (BTL) loans
originated by Bradford and Bingley (B&B) and its wholly owned
subsidiary, Mortgage Express (MX), mainly between 2005 and 2008.

KEY RATING DRIVERS

UK RMBS Rating Criteria Updated: The rating actions have been
driven by Fitch's updated UK RMBS Rating Criteria (see "Fitch
Ratings Updates UK RMBS Rating Criteria" dated 23 May 2025). Key
changes include updated representative pool weighted average
foreclosure frequencies (WAFF), changes to sector selection,
revised recovery rate assumptions and changes to cash flow
assumptions. The most significant revision was to the
non-conforming sector representative 'Bsf' WAFF.

Fitch applies newly introduced borrower-level recovery rate caps to
underperforming seasoned collateral. Fitch also now applies dynamic
default distributions and high prepayment rate assumptions, rather
than the static assumptions applied previously.

Transaction Adjustment: The pool comprises highly seasoned BTL
loans. Fitch analysed the pool using its BTL-specific assumptions,
applying a transaction adjustment factor of 1.5x to the pool's FF.
The higher adjustment - versus the 1.0x applied to a
market-standard portfolio - reflects the transaction's historical
performance, with the proportion of loans in arrears by more than
three months consistently underperforming Fitch's BTL index.

Recovery Rate Cap Applied: The transaction has reported losses that
exceed Fitch's loss expectations based on the indexed value of the
properties in the pool. Fitch has therefore applied borrower-level
recovery rate (RR) caps to the BTL loans in the transaction, in
line with those applied to non-conforming loans, where the RR cap
is 85% at 'Bsf' and 65% at 'AAAsf'.

Stable Arrears: One-month plus arrears and three-month plus arrears
have risen slightly since transaction closing, to 7.6% and 5.4%
respectively (7.4% and 5.2% in February 2025). However, the total
number of loans in arrears has decreased since February 2025,
suggesting stabilisation in arrears build-up. Fitch has treated for
this review loans that are more than 12 months in arrears as
defaulted, which affected 1.9% of the total asset balance.

Class X Paydown: Excess revenue available to the class X notes has
been greater than expectations, driving swift deleveraging of the
bond to an outstanding balance of 27.4%. The upgrade reflects the
observed excess spread in the transaction and the lower class X
outstanding balance.

RATING SENSITIVITIES

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

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

A 15% increase in the WAFF and 15% decrease of the WARR would imply
the following:

Class A: 'AAAsf'

Class B: 'AA-sf'

Class C: 'BBB+sf'

Class D: 'BBsf'

Class E: 'B+sf'

Class F: 'B-sf'

Class X: 'BB-sf'

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 enhancement and,
potentially, upgrades.

A 15% decrease in the WAFF and 15% increase of the WARR would imply
the following:

Class A: 'AAAsf'

Class B: 'AAAsf'

Class C: 'AA+sf'

Class D: 'A+sf'

Class E: 'Asf'

Class F: 'BBB+sf'

Class X: 'BB+sf'

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Prior to the transaction closing, 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.


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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2025.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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