/raid1/www/Hosts/bankrupt/TCREUR_Public/000530.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R     

                       E U R O P E

         Tuesday, May 30, 2000, Vol. 1, No. 16

                       Headlines

G E R M A N Y

LURGI AG: Loss-Making Company Needs to Restructure


M O L D O V A

TIREX-PETROL: Stations are Either Frozen or Under Liquidation


N E T H E R L A N D S

BAAN: Analysts Paint a Gloomy Picture of Software Firm


U N I T E D   K I N G DO M

AIRTOURS: Loss Pushes Deficit to o62 Million
ALUGRAPHICS LTD: Notice of Creditors Meeting
BELL GROUP: Shares Collapse from 192.5p to 99p
BOO.COM: Industry Learns Reasons for Retailer's Fall
CLIFFE HOLDINGS: Notice of Creditors Meeting

CLIFFE CONSTRUCTION: Notice of Creditors Meeting
CLIFFE PLANT: Notice of Creditors Meeting
EGG INTERNETBANK: Losses to Continue Until Next Year
FREECOM: Cries, Shares Suspended Lost Over 39% of Value
LIGHTFOOT INTERNATIONAL: Notice of Creditors' Meeting

MG FOUNDRY: Notice of Creditors' Meeting
MILLENIUM DOME: One of Country's Biggest Financial Disaster
NCK LTD: Notice of Creditors Meeting
NEWTON CONSTRUCT: Notice of Creditors Meeting
SHALIBANE: Reports Major Financial Difficulties

STAFFORDSHIRE COMM: Notice of Creditors' Meeting
STOREHOUSE PLC.: Disastrous Financial Results
VODAFONE AIRTOUCH: Telecom's Growing Debt Burden


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

LURGI AG: Loss-Making Company Needs to Restructure
--------------------------------------------------
Handelsblatt English Summary, Friday, 26 May 2000

Germany's MG Technologies AG, formerly known as
Metallgesellschaft AG, on Thursday reported unexpected losses at
its plant-engineering subsidiary Lurgi AG and announced it would
carry out far-reaching restructuring at the unit.

MG Technologies said that Lurgi incurred DM55m loss in the first
half of the 2000 business year, ended March 31.

Neukirchen said there were a number of reasons behind Lurgi's
losses. The uncertain situation on Germany's liberalized
electricity market had led to a drop in incoming orders - from
1bn euros in the first half of 1998/99 to 734m euros in the
reporting period. Furthermore, the plant-engineering sector had
been subject to severe pressure on prices, he said.

In addition, MG Technologies discovered major accounting
discrepancies at steel-construction unit Stahlbau Plauen, which
is 60%-owned by Lurgi subsidiary Lentjes Group. But Neukirchen
said that "from a present perspective, the past financial
manipulations will not have any significant impact on MG's
financial statements."

Neukirchen said he expected the situation at Lurgi to stabilize
in the second half, but he still forecast an end-of-year loss. He
said a restructuring program would be initiated, including a
reduction in Lurgi's workforce by 1,200 to around 5,000 by the
end of the year.


=============
M O L D O V A
=============

TIREX-PETROL: For Privatisation, Stations are Either Frozen or
Under Liquidation
-------------------------------------------
BBC Summary of World Broadcasts    May 26, 2000

Tirex-Petrol, a big state-run fuel importing and trading company,
has been put for a privatization and investment tender.

According to the Department of Privatization and State Property
Administration, the state is selling all its shares in the
company - 81.2 per cent. The contest will be held in one stage,
and the deadline for submitting bids is 16th June.

Tirex-Petrol is the former monopolist on Moldova's oil product
market, but presently its presence on it has slid to 10-12 per
cent.

Of its 52 gasoline filling stations across the republic, only 36
are working, and the rest are either frozen or are subject to
liquidation. Its statutory fund equals 41.2m lei.

Interest in purchasing the company is being shown by potential
investors from Russia, Romania, Germany and some other countries.

Last year, the government was going to pass the controlling
parcel over to Romanian power suppliers in payment for the
electricity debt. Also, readiness to purchase the package was
expressed by Mabanaft company of Germany - one of Tirex's main
creditors. Tirex-Petrol owes about 7m dollars to the Germans.


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

BAAN: Analysts Paint a Gloomy Picture of Software Firm
------------------------------------------------------
Financial Times   May 25, 2000

Whatever deal is struck, analysts painted a gloomy picture of
Baan's prospects. Jan Coen Balt, from Stroeve, the Dutch
stockbrokers, said: "The bulk of its value is Aurum. Baan does
not have any prospects whatsoever on its own. Whatever happens,
it very much looks like Baan as we know will not be here after
whatever deal they make."

Baan, Europe's second biggest business software company after
SAP, of Germany, reported its seventh successive loss-making
quarter in April.


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

AIRTOURS: Loss Pushes Deficit to o62 Million
--------------------------------------------
The Times   May 26, 2000

AIRTOURS, the British travel group, yesterday revealed the full
scale of the millennium holiday disaster with a o61.9 million
loss in the opening half of the year.

The result, although within analysts' expectations, compared with
a loss of just o27.3 million in the previous first half, when
travel companies traditionally trade in the red.

The deficit included about o15 million of losses from the
millennium trading period, which was marred by heavy discounting,
and another o14.3 million from Airtours' expansion in the German
market.

Exceptional costs of o13.4 million, largely related to
restructuring and e-commerce investment, produced a bottomline
loss before tax of o75.3 million. Revenue in the period rose 13
per cent to o1.43 billion and the interim dividend was 1.8p a
share (1.65p).

Tim Byrne, managing director, said the millennium period had been
tough for all travel operators.


ALUGRAPHICS LTD: Notice of Creditors Meeting
--------------------------------------------
Insolvency UK

Company Name : Alugraphics Ltd
Other name  : The Friars Press
IA 1986 Section : 98 Creditors
Meeting Time : 11.00 am
Meeting date : 01/06/00
Meeting address : 332 Brighton Road
Meeting City Code : Croydon CR2 6AJ
Authorised by : T J Brown Director 04/05/00
Last day for proxy: 31/05/00
Proxy address : 332 Brighton Road Croydon CR2
Liquidators  :
Firm Name  : Neville Eckley
Address  : 332 Brighton Road Croydon CR2 6AJ


BELL GROUP: Shares Collapse from 192.5p to 99p
----------------------------------------------
Citywire   May 25, 2000

Security services provider Bell Group saw its share price halved
after it warned that it had lost money in April.

Chief executive Pat Curran said the month's loss meant results
for the first four months of this year were 'significantly below
market expectations'. Turnover was down 20% on a comparable basis
compared with the same four months last year.

Curran said: 'This is a reflection of the worse than expected
slowdown in sales due to the restructuring and consolidation over
the last six months in the group's UK market and a continued
delay in orders following the intensive dealing with Y2K issues
in late 1999.'

He admitted that profit margins had been squeezed.

The shares collapsed from 192.5p to 99p early this afternoon.
They had already slumped from 450p in mid-March.

Curran said that orders are now returning to expected levels and
new business is being generated but 'the full effects will not be
realised until later this year and into 2001'.


BOO.COM: Industry Learns Reasons for Retailer's Fall
----------------------------------------------------
The Guardian     May 25, 2000

Since last week's collapse of Boo.com, the prophets of doom have
been out in force predicting the end of the internet is nigh and
are taking bets on where the virtual grim reaper will strike
next.

The announcement on Monday that online information provider
Netimperative is calling in the receivers only whetted their
appetite for even more culling.

But Boo's fate was little surprise for senior, wiser figures
within the e-world. It's like any business in any sector, if you
start off with a fundamentally flawed business model and manage
it badly it's highly likely you will go out of business, insists
chief executive of Just-sites.com, Allan Davies.

But what was flawed about the business model? After all, when
Boo.com was launched it was feted in many parts of the media as a
revolution in e-commerce.  

'I am amazed that any investor would have believed the stories
about this business,' says Davies. He says it was like deciding
to open a clothes store on the high street with M&S on one side
and C&A on the other, then selling a reduced range of goods at
the same price and making it very difficult to get in the front
door.

He admits his comments are more acidic than most, fuelled by the
fact that he has spent the last six months working hard to raise
money from venture capitalists, despite the fact his online
business is making money.

Just-sites.com, is in the more fashionable business to business
(B2B) sector and provides information for companies on anything
from market research to the clothing industry.

Davies suggests there are lots of online businesses based on
solid business propositions, but they do not grab the headlines.

Visiting the Boo.com we site now is a sad experience, which
highlights the disappointment of its brief but notorious life.
Boo.com generated huge expectations but failed to fulfill them:
in the About Boo section, the site still predicts it will become
the world's leading online retailer of fashion and sportswear,
and create an awesome virtual shopping experience surpassing
anything else on the web.

Is the merciless criticism justified? Boo has been pilloried,
says independent internet consultant, Naunton Dickins. But that
is nothing unusual. There are companies going belly up every day
of the week.

The only difference is Boo made so much noise that everyone
wanted it to fail. It was young, attractive , had huge amounts of
money and great dreams and the public was keen to see the first
public internet failure.

Internet analysts argue that Boo was flawed because it could not
offer discounted products, its range was limited, and the snazzy
graphics meant pages took ages to download. The service was
designed for computers with 56K modems. Without one, you
suffered.

The company was hugely over-ambitious in its attempt to launch in
18 countries simultaneously and burned cash at rate guaranteed to
make any traditional bank manager choke on his lunch.

Another criticism was that Boo concentrated too much on the
glamour side of PR and marketing - including lavish parties
around the world - but ignored the boring and essential stuff:
ensuring you can efficiently fulfil your customers' orders.

Management consultants will probably present Boo as a classic
example of how not to launch and run an internet company. But it
is easy to put the boot in and ignore any positive contribution
Boo could have made to the development of the online industry.

'I think its most positive contribution is to press the re-set
button on people's thinking about investing in internet
companies,' says Davies. 'There is a lot of garbage talked about
the dot.com businesses. The best thing to come out of this will
be that people will be much more aware that fantasy business
plans are things of the past. No one is going to invest in silly
business ideas any more.'

News of Boo's collapse spread panic through the new dot.coms.
Morale-raising internal meetings have been held at some, and PR
companies have rushed out press releases emphasising the strong
business credentials of the companies they represent.

Simon Steward, vice president of the venture capitalist company,
Think Ventures, says Boo has taught investors a lot. Now they
should know they have to invest in high quality businesses
because the perils of unproven internet ventures have been made
quite clear.

He explains: 'You need to be looking for experienced people to
operate online businesses. You need to be looking for real talent
and well-argued and well -reasoned business models.'

In the light of the sudden departure of Miss Boo, many industry
insiders are suggesting that traditional bricks and mortar
companies are starting to strike back. Traditional players like
M&S can watch pioneers like Boo fail and learn from them. They
can move more gradually as they have more secure funding, and
they can also move at the pace of their customers as they become
more used to the idea of shopping online.

Bricks and mortar companies have an advantage because they have a
brand. People are able to guess the web address and the brand
gives some security and trust. E-commerce begins with silicon and
ends with trust.

They also have a reassuring high street presence where customers
can go if they have a problem. Neither do they have to spend
millions on brand recognition in each country.

New technology companies are realising that they can learn a lot
from old style land-based businesses in the retail sector. Last
year Amazon was rumoured to be in the process of striking deals
which would have seen Amazon -branded bookshops in supermarkets.
Recently ThinkNatural.com, the health and nutrition e-tailer,
attracted pounds 3 million worth of investment from Kingfisher,
the retail group which owns the Superdrug and Woolworth chains.

In chatrooms on business sites, directors of established
companies have been reiterating that the internet is no different
to any other form of business and needs to follow the same rules.
They charged Boo with making the basic business error of not
ensuring it had adequate demand and supply to survive its short
term start up costs.

Despite Boo's high profile failure, most senior financial
analysts remain utterly convinced that e-commerce is the future.

'I think the speed of the transition to the internet has been
over-hyped but it will inevitably have a huge impact,' explains
Steward. The internet is fundamentally altering how we
communicate: the revolution has just started. 'In any promising
new market,' he adds, 'there is a natural tendency for
expectations, investments and prices to overshoot.'

The growth of the internet is being driven now by the
introduction of interactive TV and mobile phones that will all
create new markets and new waves of activity.

Despite the fact that Boo crashed in the highly-competitive
clothing sector, the vast majority of analysts do not think
selling clothes on the internet is doomed.

They say many people are still stuck in the mindset of a
traditional retail environment, but forecast that this will
change.

For example, it is suggested that people could go shopping
offline and take photographs of themselves wearing an outfit.
After showing it to their friends, they might make the actual
purchase online because it is more convenient.

Some e-commerce directors argue that men can be very conservative
in their shopping habits, and could be persuaded to buy online
for a reduced price as they know what they like and usually find
shopping boring.

But it is still not all over for Boo. With the liquidators trying
to auction off the company's remains, some people still harbour
hopes for Europe's first high profile internet casualty.

'Boo is probably the biggest known internet brand now,' says
Naunton Dickins, an independent internet consultant. 'Everyone
knows about Boo.com. I have a weird feeling they might rise
again.'

CLIFFE HOLDINGS: Notice of Creditors Meeting
--------------------------------------------
Insolvency  UK

Company Name         : Cliffe (Holdings) Ltd
IA 1986 Section      : 98 Creditors
Meeting Time         : 12.00 pm
Meeting date         : 01/06/00
Meeting address      : 8 South Square Grays Inn
Meeting City Code    : London WC1R 5EU
Authorised by        : D A Fry Director 05/05/00
Liquidators
Firm Name            : Begbies Traynor
Address              : 6 Raymond Buildings Grays Inn
                       London WC1R 5BP


CLIFFE CONSTRUCTION: Notice of Creditors Meeting
------------------------------------------------
Insolvency UK

Company Name         : Cliffe Construction Ltd
Other name:
IA 1986 Section      : 98 Creditors
Meeting Time         : 12.00 pm
Meeting date         : 01/06/00
Meeting address      : 8 South Square Grays Inn
Meeting City Code    : London WC1R 5EU
Authorised by        : D A Fry Director 05/05/00
Liquidators
Firm Name            : Begbies Traynor
Address              : 6 Raymond Buildings Grays Inn
                       London WC1R 5BP


CLIFFE PLANT: Notice of Creditors Meeting
-----------------------------------------
Insolvency UK

Company Name         : Cliffe Plant Ltd
IA 1986 Section      : 98 Creditors
Meeting Time         : 12.00 pm
Meeting date         : 01/06/00
Meeting address      : 8 South Square Grays Inn
Meeting City Code    : London WC1R 5EU
Authorised by        : D A Fry Director 05/05/00
Liquidators
Firm Name            : Begbies Traynor
Address              : 6 Raymond Buildings Grays Inn
                       London WC1R 5BP


EGG INTERNETBANK: Losses to Continue Until Next Year
----------------------------------------------------
The Guardian  May 26, 2000

Mike Harris, the founder of Egg, and his senior colleagues, will
between them receive shares worth o6.3m and options of more than
o8.6m in shares when the loss-making banking unit of the
Prudential is floated next month.

But their potential payouts might have been higher had it not
been for cooling demand for dot.com stocks which has slashed the
potential value of Egg from o2bn two weeks ago to between o1.1
and o1.4bn.

The 170-page prospectus shows that Egg is facing opposition from
a design company over its attempts to register its name as a
trade mark. It also admits that Egg will continue to make losses
until the end of next year and that the savings account is only
ever likely to operate on a break-even basis.

Analysts said this meant that Egg needed to rely on selling more
than one product to its savings customers to make profits and Mr
Harris admitted yesterday that over the next three years 25% of
its profits were likely to be derived from its online broking
service.


FREECOM: Cries, Shares Suspended Lost Over 39% of Value
-------------------------------------------
CITYWIRE RESEARCH REPORT    May 25, 2000

Freecom shares came back from suspension this morning and have
already lost over 39% of their value with a fall to 105p, an all-
time low well below the issue price.

The fall comes after an announcement freecom.net made yesterday,
after the market closed. It said the companyies agreed offer for
rival Oneview.net, was based on miscounted customer numbers.

The confusion arose because of a misunderstanding over what
constituted a customer. Oneview was of the opinion every website
it hosted counted as a customer while freecom worked on the
assumption a customer was a client who used the Oneview service
for one or more websites.

The consequence of this was the 5800 customers Oneview claimed it
had was only 4000 customers according to Freecom's definition - a
31% discrepancy.

The realisation struck after the deal had been completed.
Freecom's management confirmed the situation over the weekend but
took until yesterday to agree with Oneview's directors, how to
resolve the problem. From the market's reaction it would seem
this was not achieved without damage to the credibility of
freecom's management.

The agreement reached requires three of Oneview's directors -
Stuart Lawley, chairman; Steven Salmon, managing director; and
Stephen Winyard, sales and marketing director - to resign. In
addition they will return 9 million of the freecom shares they
are to receive in advance of the acquisition. These will be
placed during the year to raise funds.

The agreement means the acquisition will cost freecom 27% less
than under the original terms. But is this outcome fair?

Bob Morton, the company's non-executive chairman, told
citywire.co.uk last night: 'What you have to do is to come to a
pragmatic solution to avoid legal battles that could result in
huge costs where the only winners are the lawyers.

'Neither party can be happy in the circumstances. Unfortunately
it's not a win-win situation: it's a lose-lose situation. What's
important is to draw a line and move forward. There is a lot of
work to do integrating the new businesses and I want management
to be focused on that.'


LIGHTFOOT INTERNATIONAL: Notice of Creditors' Meeting
-----------------------------------------------------
Insolvency UK

Company Name            : Lightfoot International Ltd
IA 1986 Section         : 98 Creditors
Meeting Time            : 11.30 am
Meeting date            : 01/06/00
Meeting address         : Insol House 39 Station Road
Meeting City Code       : Lutterworth LE17 4AP
Authorised by           : S Bunting Director 03/05/00
Last day for proxy      : 31/05/00
Proxy address           : Insol House 39 Station Road
                          Lutterworth LE17 4AP
Liquidators
Firm Name               : F A Simms & Partners
Address                 : Insol House 39 Station Road
                          Lutterworth LE17 4AP


MG FOUNDRY: Notice of Creditors' Meeting
----------------------------------------
Insolvency UK

Company Name            : M G Foundry Ltd
IA 1986 Section         : 98 Creditors
Meeting Time            : 11.00 am
Meeting date            : 01/06/00
Meeting address         : Nottingham Gateway Hotel Nuthall Road
                          Nottingham NG8 6AZ
Authorised by           : G Burton Director 05/05/00
Liquidators
Firm Name               : Panos Eliades Franklin & Co
Address                 : 6 Bloomsbury Square London WC1A 2LP


MILLENIUM DOME: One of Country's Biggest Financial Disaster
-------------------------------------------
Electronic Telegraph  May 25, 2000

Former Millenium Dome chief Jennifer Page yesterday came under
heavy fire from disaffected policyholders at re-elections to the
board of Equitable Life in a fiery annual meeting in London.

Some members questioned the credibility of Ms Page, who has been
a director of the beleaguered mutual life assurer since 1994, in
the light of what they claim as the dismal failure of the Dome
project.

One of about 600 members present said: "I consider it
inappropriate that someone who was responsible for the Dome, one
of the country's biggest financial disasters, should be
responsible for my investment. It is entirely wrong and you are
laying yourself open for yet another public relations disaster."

Equitable has been unable to throw off long-standing controversy
over its treatment of 90,000 members with guarenteed annuities.

The schemes, sold in the 1970s and 1980s, promised to pay a
minimum pension worth about 11pc of the fund. Equitable cut bonus
rates to cover costs resulting in a legal battle with
policyholders. The case is now with the House of Lords.

Another policyholder said: "I would like to hear why Ms Page
thinks she should be a director of this organisation given that
the Dome, which she was closely involved with, is losing money
hand over fist?"

Equitable president John Sclater first sought to deflect personal
criticism from Ms Page by looking to distance her from the
decision to take the Dome job. He claimed she"was strong-armed by
the Government into creating the Dome", which she produced "as
requested on the day".

Ms Page said: "I am a public servant and I am used to being asked
to do difficult jobs. I do not believe I did anything which
deserves criticism of my judgment and integrity." Despite the
misgivings of some members, Ms Page is set to be re-elected after
a postal ballot saw 342,000 votes in favour and just 145,000
against.

The number of favourable votes for Ms Page was significantly
lower than for four fellow directors, who all received in excess
of 400,000. A bid by rebel member Edward Doogan to win a seat on
the board failed. He received 240,000 postal votes in favour and
246,000 against.


NCK LTD: Notice of Creditors Meeting
------------------------------------
Insolvency UK

Company Name              : NCK Ltd
IA 1986 Section           : 98 Creditors
Meeting Time              : 12.00 pm
Meeting date              : 01/06/00
Meeting address           : 8 South Square Grays Inn
Meeting City Code         : London WC1R 5EU
Authorised by             : D A Fry Director 05/05/00
Liquidators
Firm Name                 : Begbies Traynor
Address                   : 6 Raymond Buildings Grays Inn
                            London WC1R 5BP


NEWTON CONSTRUCT: Notice of Creditors Meeting
---------------------------------------------
Insolvency UK

Company Name              : Newton Construct & Manage Serv Ltd
IA 1986 Section           : 98 Creditors
Meeting Time              : 10.30 am
Meeting date              : 01/06/00
Meeting address           : The Hilton Hotel East Midlands
                            Airport
Meeting City Code         : Castle Donnington DE74 2YW
Authorised by             : Joint Administrator
Last day for proxy        : 31/05/00
Proxy address             : 56 High Pavement Nottingham NG1 1HX
Liquidators
Firm Name                 : Cooper-Parry
Address                   : 56 High Pavement Nottingham NG1 1HX


SHALIBANE: Reports Major Financial Difficulties
-----------------------------------------------
Citywire  May 25, 2000

Shalibane shareholders were treated to a full and frank
confession of the AIM-quoted company's ills today. Things seem to
have got worse rather than better over the past 12 months.

Chairman J Grimond said: '1999 was a very difficult year for the
group. Management problems and poor customer relations were a
major factor in the poor performance.'

Shareholders at the car components manufacturer already knew that
there were problems with customers in 1998.

Grimond said today: 'These problems proved more serious than
originally thought and led to a serious loss of business from a
number of major customers. These losses started during the first
half of 1999 but the full effects were not felt until the second
half.

'The loss of business over that expected meant that even further
reorganisation and redundancies were necessary and that further
asset write-offs were needed. Reducing revenues and increasing
losses led to serious cash difficulties. In turn this caused
major production difficulties as supplies became difficult,'

Shalibane lost o5.8 million in the 12 months to 31 December
compared with a profit of o419,000 in 1988. The latest figure
results from lost sales, production inefficiency, reorganisation,
redundancies and asset write-offs.

The loss means that there are no distributable reserves and
therefore no dividend.

The shares were unchanged this morning at 19.5p. They peaked at
over 90p two years ago.

Shalibane pointed out that no directors serving at the end of
1998 remain on the board.


STAFFORDSHIRE COMM: Notice of Creditors' Meeting
------------------------------------------------
Insolvency UK

Company Name             : Staffordshire Comm Warehousing Ltd
IA 1986 Section          : 98 Creditors
Meeting Time             : 11.30 am
Meeting date             : 01/06/00
Meeting address          : North Stafford Hotel Station Road
Meeting City Code        : Stoke-on-Trent
Authorised by            : S Eardley Director 11/05/00
Liquidators              : Nola Barber
Firm Name                : Lines Henry
Address                  : 27 The Downs Altrincham WA14 2QD


STOREHOUSE PLC.: Disastrous Financial Results
-------------------------------------------
Citywire   May 25, 2000

Retailer Storehouse, owner of Mothercare, this morning reported a
spectacular but not unexpected 93% profit collapse, blaming price
deflation, increasing costs and new competition.

Pre-tax profit for the year ended 1 April was o7 million,
compared to o98.6 million last year. Turnover decreased only
marginally to o1.266 billion, compared with 1999's o1.328
billion.

No final dividend will be paid, meaning no dividend has been paid
all year. Last year, a final dividend of 5.4p brought to 9.1p the
year's total dividend.


VODAFONE AIRTOUCH: Telecom's Growing Debt Burden
------------------------------------------------
Financial Times        May 26, 2000

Six months on from Vodafone's epic bid for Mannesmann, cracks are
starting to appear in the new group's ability to meet mounting
spending commitments.

Despite paying for the Pounds 113bn acquisition with shares
rather than cash, Vodafone inherited debts that have swollen
group borrowings to an estimated Pounds 20bn.

These would be difficult enough to service at the best of times.
Full-year results due on Tuesday are expected to reveal operating
profits last year of just Pounds 2.64bn - less than twice the
likely annual interest bill.  

Profits from Mannesmann should reduce the burden next year, but
any immediate attempt to raise more money on the debt markets
could meet fierce opposition from existing bond holders already
worried about interest cover.

Vodafone has also been hit by the general collapse in
telecommunications and technology share prices.

Its shares have fallen a third since the post-Mannesmann peak in
March, and remain too volatile to consider issuing any new paper
in the near future.

All this comes as the cost of maintaining Vodafone's dominant
position among international mobile operators has leapt beyond
expectations.

The auction of third generation mobile phone licences in the UK
forced the company to pay Pounds 6bn just to stay ahead in its
domestic market.

Another Pounds 2bn is probably needed to build the network, and
all this money will be required long before the anticipated
increases in profitability per customer promised by the next
generation of services.

The success of the UK auction in raising money for the Treasury
has also encouraged other governments to consider the true value
of their own licences.

Multiplied across Vodafone's vast portfolio of international
assets, the cost of bidding for all the necessary licences and
meeting the infrastructure costs could reach a total of Pounds
58bn, according to some analysts.

Not all the money will be needed at once, particularly in the US
where radio spectrum has not yet been allocated for third
generation services.

Other analysts estimate total spending will be nearer Euros 52bn
(Pounds 32bn).

To set against that, Vodafone also has plenty of valuable assets.

It has just sold Mannesmann's engineering interests for Euros
9.4bn, despite previously promising to demerge the business as an
independent entity, and is thought to have raised about Euros
7.5bn by selling its stake in France's Cegetel.

Further partial sales of the fixed-line telecom businesses
inherited from Mannesmann look inevitable.

However, the most valuable assets may require calmer equity
markets before any cash can be unlocked.

Yesterday, Vodafone decided to delay the partial flotation of its
Pacific business based in Australia, which was expected to raise
up to Pounds 4.6bn, until the recent downturn. An initial public
offering of the US joint venture Verizon - worth perhaps Pounds
17bn if 20 per cent was sold - looks equally distant.

This leaves Orange.

Vodafone acquired its smaller UK rival as a result of
Mannesmann's earlier takeover bid last autumn, and is now forced
to dispose of Orange for regulatory reasons. Once again, a
demerger had been promised, but Vodafone argues circumstances
have changed due to the higher cost of licences and looks likely
to sell Orange to France Telecom for a mixture of cash and
shares. Anything less than Pounds 20bn in cash could leave a
serious hole.

"Without the sale of Orange, they would be pushing it tight and
they would probably need to go back to the market. You wouldn't
want do that at the moment," warns Steve Trowbridge, telecoms
analyst at Teather & Greenwood, the stockbrokers.

Although constrained from giving too many details due to its
imminent results, Vodafone is confident of its ability to juggle
finances whatever the state of the capital markets.

The enormous range of assets and potential disposals give it a
degree of flexibility not available to smaller telecoms operators
in a similar bind.

The share price has recovered sharply this week as investors
prepare for the imminent offer from France Telecom, and healthy
results on Tuesday could further strengthen its position.

James Ross, telecoms analyst at ABN Amro, is upbeat about
Vodafone's likely operating performance but worried about the
uncertainty caused by its cash squeeze.

"I am sure they will find a way to meet these fairly onerous
funding requirements, but the market may have to adjust to a
great deal more uncertainty in the short term."

Given Vodafone's past success at pulling off daring deals such as
Mannesmann, the odds are probably still in its favour.

Nonetheless, Chris Gent, Vodafone's smooth-talking chief
executive, looks once again to be flying by the seat of his pin-
striped pants.



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