/raid1/www/Hosts/bankrupt/TCREUR_Public/020724.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
Wednesday, July 24, 2002, Vol. 3, No. 145
Headlines
* F R A N C E *
ALCATEL: China Telecom Selects Alcatel 7670 RSP
EUROTUNNEL PLC/EUROTUNNEL S.A.: Appoints Non-Exec Directors
EUROTUNNEL PLC: Interim Results to June 30, 2002 (PART I)
EUROTUNNEL PLC/EUROTUNNEL SA: Interim Results to 06-30 (PART II)
VIVENDI UNIVERSAL: Fourtou Mulls Canal Break-up to Cut Debt
RHODIA: Sells Rhodia-Ster, Exits From Polyester
* G E R M A N Y *
TEAMWORK: Announces Positive EBIT in June 2002
* I T A L Y *
ALITALIA CARGO: Quality Certification Continues
* L U X E M B O U R G *
ASIA HIGH: Announces Annual General Meeting on July 26
* S P A I N *
QUIERO TV: Shareholders and Auna Lose Broadcasting License
* S W E D E N *
ARROWHEAD: Reaches Agreement on Acquisition of Pangea's Assets
* U N I T E D K I N G D O M *
CLUBHAUS PLC: Disposal of GBP6 MM Assets of El Bosque Golf Club
COOKSON GROUP: Announcement of 2002 Interim Results
COMPASS GROUP: Notice of Major Interest in Shares
COOKSON GROUP: Proposed Rights Issue to Raise GBP277.5 MM
CORUS GROUP: Disclosure of Major Interest in Shares
ENERGIS PLC: John Pluthero Joins Energis as Chief Executive
INVENSYS HOLDINGS: Extends Exit Offer on Baan Company N.V.
INVENSYS PLC: Notification of Major Interests in Shares
LASTMINUTE.COM PLC: Proposed Acquisition of Travelprice.com SA
LASTMINUTE.COM PLC: Acquisition Through Issue of 34,6 MM Shares
WORLDCOM, INC.: CEO Expects Co. to Emerge From Chapter 11 Soon
===========
F R A N C E
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ALCATEL: China Telecom Selects Alcatel 7670 RSP
-----------------------------------------------
Alcatel - www.alcatel.com -- announced Monday the selection of
the Alcatel 7670 Routing Switch Platform by Anhui Corporation of
China Telecom.
The win, through Alcatel Shanghai Bell, is one of the largest for
Alcatel's routing switch in China and enables this leading
service provider to contain costs and more effectively plan for
network utilization by consolidating all traffic in the edge and
core on a single multiservice, multiprotocol platform.
"The Alcatel 7670 RSP ideally suits our plans for multiprotocol
network evolution," said Zhang Junan, general manager of Anhui
Corporation. "The 7670 RSP gives us unmatched flexibility to
introduce services at our own pace and grow the network in line
with capacity - protecting our network investment now, and in the
future."
Optimizing capital expenditure is paramount in today's economy.
The Alcatel 7670 RSP scales in-service from 2.4 Gb/s at the edge
to 450 Gb/s in the core, enabling Anhui to align its investment
with deployed capacity over the full network lifecycle. This
gives the flexibility to deploy a wide range of scalable
configurations to meet actual traffic needs and ensure capital is
never tied up in under-utilized assets. The Alcatel 7670 RSP can
address such key applications as IP and managed data services,
broadband aggregation, and unified mobile and voice
infrastructures.
"The Alcatel 7670 RSP makes the network profitable from edge to
core," said Michel Rahier, President of Alcatel's Broadband
Networking activities. "From the multiservice edge to the
multiprotocol core, the Alcatel 7670 RSP supports both high
revenue and high growth services while optimizing CAPEX and
protecting the service provider's network investment. With
industry-leading features like non-stop routing, the Alcatel 7670
RSP represents the evolution of the multiservice wide area
network."
About Anhui Corporation of China Telecom
Anhui Corporation, established in July, 2000, is a subsidiary of
the China Telecom Group. Currently Anhui Corporation is the
biggest telecom operator in the Anhui Province with 12 ,000
employees. Anhui Corporation's main operation covers toll, DDN
and data services. In 2001, its revenues reached 520 million USD.
About Alcatel
Alcatel designs, develops and builds innovative and competitive
communications networks, enabling carriers, service providers and
enterprises to deliver any type of content, such as voice, data
and multimedia, to any type of consumer, anywhere in the world.
With sales of EURO 25 billion in 2001 and 99,000 employees,
Alcatel operates in more than 130 countries.
About Alcatel Shanghai Bell
Alcatel Shanghai Bell -- http://www.alcatel-sbell.com.cn-- is
the first foreign-invested company limited by shares in the
telecommunications sector in China, with Alcatel holding 50%+1
shares and Chinese shareholders holding the remainder. The
multibillion dollar telecom technology leader delivers end-to-end
telecommunications solutions and high-quality services, covering
the fixed, mobile networking, broadband access, intelligent
optical networking, multimedia solutions and network
applications.
EUROTUNNEL PLC/EUROTUNNEL S.A.: Appoints Non-Exec Directors
-----------------------------------------------------------
The Joint Board of Eurotunnel has appointed Francois Jaclot (53)
as a non-executive director. M. Jaclot is a Director and Vice
Chairman of the Management Committee of Suez.
The appointment, effective effective Friday (July 19), will be
subject to shareholder approval at the next AGMs of Eurotunnel
plc and Eurotunnel SA.
A graduate of l'Ecole Nationale de la Statistique et de
l'Administation Economique, the Institut d'Etudes Politiques de
Paris, and l'Ecole Nationale d'Administration, Francois Jaclot
began his career in 1978 as an Inspecteur des Finances, before
joining Credit National in 1982. In 1987, M. Jaclot joined
Lafarge as Executive Vice-President and Chief Financial Officer.
He became a managing partner with Demachy Worms & Co. in 1994,
before joining Suez in 1996.
Charles Mackay, Chairman of the Joint Board of Eurotunnel, said:
'I am delighted to welcome Francois Jaclot to Eurotunnel's Joint
Board. He brings to it considerable knowledge of financial
matters as well as many years experience with leading industrial
and commercial companies, operating both in France and
internationally. Francois Jaclot will make a valuable
contribution to Eurotunnel's development.'
Eurotunnel manages the infrastructure of the Channel Tunnel and
operates accompanied truck shuttle and passenger shuttle (car and
coach) services between Folkestone, UK and Coquelles, France. It
is market leader for cross-Channel travel.
Eurotunnel also earns toll revenue from other train operators
(Eurostar for rail passengers, and EWS and SNCF for rail
freight), which use the Tunnel. Eurotunnel is quoted on the
London, Paris and Brussels Stock Exchanges
Contact Information:
Sarah Dorso
Investor Relations Manager
Telephone: + 00 33 (3) 21 00 64 79
EUROTUNNEL PLC: Interim Results to June 30, 2002 (PART I)
---------------------------------------------------------
Further good progress towards cash break-even
Solid operational performance
- Shuttle Services revenue up 7% to GBP159 million
- Double digit revenue growth from truck business with higher
prices and volumes
- Increase in revenues from car business for the first time since
first half of 2000
- Improved reliability and punctuality; asylum seekers no longer
affecting business
- Strong growth in cash flow with lower capital expenditure
- Significant improvement in interest cover to 101% before
capital expenditure and 89% after capital expenditure
Financing proposals successfully completed on July*
- Net debt reduced by GBP446 million
- Exceptional profit of GBP442 million to be recorded in the
second half of 2002
- Interest savings of GBP35 million in 2002, GBP20 million in
2003, and an estimated GBP30 million per annum from 2006
(* Figures based on an exchange rate of GBP1= EUR1.539. Future
reported figures will depend on exchange rates for the relevant
period.)
Eurotunnel, operator of the Channel Tunnel, today reported
interim results for the first half of 2002.
Richard Shirrefs, Chief Executive, said:
'Our strategy is clearly working. We have achieved solid revenue
growth from our shuttle services, controlled our spending, and
pulled off an ambitious financial deal despite difficult
financial markets.
'Double-digit revenue growth has been achieved in the truck
business with a return to more realistic pricing supported by
significant improvements in reliability and punctuality. In our
car business, we have delivered revenue growth for the first time
since the first half of 2000 by effectively targeting the high
yield market segments.
'As a result of revenue growth in the core transport business,
tight cost control, and lower capital expenditure, Eurotunnel's
first half interest cover increased 8 points to 101% before
capital expenditure and by 15 points to 89% after capital
expenditure.
On July 12, we successfully completed the financial operations
launched in March. These deals have cut our debt and interest
charges significantly.
This has improved both the quality and term of our financing with
no debt now due for repayment prior to 2006.'
Charles Mackay, Chairman, said:
'Eurotunnel has made good progress in the first half, all the
more satisfactory since it has been achieved despite a generally
difficult economic environment, particularly compared with the
first half of 2001.
'Our shuttle services are no longer disrupted by asylum seekers,
and the problems experienced by the rail freight train operators
are not affecting us financially.
Our improved cash flow in the first half, together with the
reduction in interest charges achieved by our recently announced
financial transactions, mean that there is now a real chance that
we shall achieve our target of cash break-even in 2002, or
certainly come very close to it.'
Results for the six months to June 30, 2002(1) may be viewed at:
http://bankrupt.com/misc/et1.pdf
(1) The financial operations completed on 12 July 2002 are not
included in the interim results.
(2) The figures at 30 June 2001 have been restated at
GBP1=EUR1.582 to assist comparison with the 2002 figures.
(3) Exchange gains and losses result principally from the
revaluation of current accounts between Group companies and have
no cash effect.
Revenue from Shuttle Services grew by 7% to GBP159 million
principally due to double-digit revenue growth from the truck
shuttle business.
Revenue growth was also achieved in the car business for the
first time since the first half of 2000.
Railways revenue was stable, comprising mainly payments under the
Minimum Usage Charge provisions. The core transport business
contributed 96% of operating revenues.
Most of the remaining 4% of operating revenues came from a
variety of non-transport activities, including retail, land
development and telecoms.
Operating revenue in the first half of 2002 increased by 3% at
constant exchange rates compared with the first half of 2001, and
total turnover was up by 2%.
Operating costs increased by 1% in the first half as a result of
an increase in insurance and security costs. Operating margin
increased by 3% to GBP161 million.
Operating profit was up 3% at GBP92 million compared with last
year (at constant exchange rates).
The underlying loss was reduced to GBP76 million.
The net result after unrealised exchange losses of GBP24 million,
(compared with an exchange gain of GBP12 million in the first
half of 2001), and an exceptional profit of GBP6 million, was a
loss of GBP94 million. Exchange gains and losses result
principally from the revaluation of current accounts between
Group companies and have no cash effect.
Interest cover was 101% before capital expenditure (up 8 points)
and 89% after capital expenditure (up 15 points).
Review of activity in the first half of 2002
Eurotunnel Shuttle Services
2002 2001
Truck shuttles 611,172 trucks 594,385 trucks
Passenger shuttles 1,059,825 cars** 1,165,144
cars** 30,189 coaches 35,987 coaches
* Folkestone-Dover-Ramsgate/Calais-Zeebrugge-Dunkerque-Ostend
** including motorcycles, cars, cars with trailers, caravans and
campervans
Truck Shuttles
Eurotunnel carried 611,172 trucks in the first half of 2002, a 3%
increase on the corresponding period in 2001. The price increases
implemented in January and higher volumes led to double-digit
revenue growth. Short straits market growth in the first half of
the year was 5%, up from 3% in the first quarter, demonstrating
the underlying strength of this market despite the generally
sluggish economy. Eurotunnel's market share fell by one point to
41%.
Due to the extensive security measures implemented by Eurotunnel
last year, and an ongoing security effort, asylum seekers are no
longer disrupting Eurotunnel truck shuttle services.
The costs associated with this additional security at
Eurotunnel's Coquelles terminal were around GBP2 million in the
first half.
Asylum seeker activity is now focussed on the entirely separate
Frethun rail freight yard, owned and operated by SNCF.
Eurotunnel has made significant service improvements in the first
half of the year, resulting in greatly improved truck shuttle
punctuality.
Passenger Shuttles
For the first time since the first half of 2000, Eurotunnel
achieved revenue growth in the car business by effective
targeting of the higher yield short break and long stay segments.
Eurotunnel carried 1,059,825 cars in the first half of 2002, a 9%
decline compared with 2001 mainly due to volume declines in
the low yield 'express shopper' and day trip segments. Market
share for cars was 49% compared with 53% in the corresponding
period last year.
Passenger shuttle punctuality improved during the period.
Eurotunnel carried 30,189 coaches in the first half, a 16% fall
on the corresponding period in 2001. Market share fell by 7
points to 29%. This was partly attributable to volume losses as a
result of price increases, which improved average yields.
Railways
The Channel Tunnel is also used by Eurostar for high-speed
passenger-only services on London/Paris and London/Brussels, and
by EWS and SNCF for international rail freight services.
2002 2001 % change
2002/2001
Eurostar 3,217,812 passengers* 3,402,502 passengers* - 5%
Rail freight 707,572 tons 1,374,718 tons - 49 %
* The passenger number given is for Eurostar passengers who
travelled through the Channel Tunnel, and excludes passengers
between Paris/Calais and Brussels/ Lille.
The number of passengers carried through the Tunnel by Eurostar
in the first half of 2002 fell by 5% compared with the
corresponding period in 2001.
Rail freight tonnage carried through the Tunnel fell by 49%. Rail
freight services were severely disrupted by asylum seekers at the
rail freight yard in Frethun, owned and operated by SNCF.
The fall in Eurostar passengers and rail freighttonnage through
the Channel Tunnel had no impact on Eurotunnel's revenues due to
the Minimum Usage Charge arrangements, which continue until 2006.
Financial operations
Debt buyback and refinancing
On July 12, Eurotunnel announced the completion of the debt
buyback and refinancing proposals launched in March resulting in
a GBP446 million net debt reduction, and an exceptional profit of
GBP442 million to be recorded in the second half of 2002.
Interest charges have been reduced, debt repayments have
been extended to better match Eurotunnel's remaining 84-year
Concession, and exposure to variable interest rates has been
reduced.
Equity Note Early Redemption Offer
The Equity Note Early Redemption Offer announced in March has
been successfully completed with 60% of the Notes being tendered.
As a result, Eurotunnel's interest charges will be reduced by
GBP16 million in 2002 and GBP17 million in 2003.
At the end of 2003, the remaining GBP252 million of Equity Notes
will convert to Eurotunnel units.
Impact on interest charges
As a result of the successful completion of both these
transactions, Eurotunnel's interest charges will be reduced by a
total of GBP35 million in 2002, GBP20 million in 2003 and an
estimated GBP30 million per annum from 2006 onwards.
EUROTUNNEL PLC/EUROTUNNEL SA: Interim Results to 06-30 (PART II)
---------------------------------------------------------------
Financial Analysis
Shuttle services revenues for the first half of 2002 at GBP159
million were 7% above the first half of 2001 at constant exchange
rates, and operating profit increased by 3% to GBP92 million for
the first half of 2002. Interest cover was 101% before capital
expenditure and 89% after capital expenditure for the first half
of the year.
Turnover
Shuttle services revenue increased by 7% over the first half of
2001 to GBP159 million reflecting higher volumes in the truck
business and higher average yields in both the truck and
passenger businesses.
Railways revenue increased by 1% to GBP108 million and continues
to be mainly payments guaranteed by the Minimum Usage Charge
under the Railways Usage Contract. The core transport business
contributed 96% of operating revenues.
Most of the remaining 4% of operating revenues came from a
variety of non-transport activities, including retail, land
development and telecoms. Total turnover for the first half of
the year was GBP286 million, an increase of 2% compared to 2001
(GBP279 million).
Operating result
Operating costs for the first half of the year increased by 1% to
GBP125 million due to higher levels of security costs incurred
than in the first half of 2001 to protect the French terminal
from intrusions by asylum seekers, and increased insurance
premiums.
Operating margin increased by 3% to GBP161 million for the
period. Depreciation and provisions have increased slightly,
resulting in an operating profit of GBP92 million, 3% above 2001.
Net results
The Group's net interest charge of GBP168 million for the first
six months of 2002 increased by GBP2 million compared to the
first half of 2001 principally due to an unfavourable exchange
rate comparison. This interest charge does not include any
reduction from the financial operations completed in July.
The underlying loss of GBP76 million represents an improvement of
GBP3 million compared to the same period in 2001.
The net loss of GBP94 million for the first half of the year was
higher than the loss of GBP61 million in 2001 due to exchange
losses in the period of GBP24 million compared to GBP12 million
of exchange gains in 2001. Exchange gains and losses result
principally from the revaluation of current accounts between
Group companies and have no cash effect.
Cash flow and interest cover
Cash flow from operating activities was GBP171 million for the
first half of 2002, an increase of GBP17 million compared to
2001. Capital expenditure fell from GBP33 million in the first
half of 2001, to GBP20 million for the same period in 2002, as
the investment programme to increase Eurotunnel's truck shuttle
capacity nears completion. Net cash flow from operating
activities after capital expenditure increased strongly from
GBP121 million in the first half of 2001 to GBP151 million in the
first half of 2002 reflecting the lower capital expenditure.
Interest cover was 101% before capital expenditure (up 8 points
compared to the
first half of 2001) and 89% after capital expenditure (up 15
points).
Financial Operations
On July 12, 2002 Eurotunnel announced the successful completion
of the debt buyback and refinancing proposals and the Equity Note
exchange offer launched in March. As a result, Eurotunnel's debt
has been reduced by GBP446m.
An exceptional profit of GBP442m will be reported in the second
half of 2002, and interest charges will be reduced by GBP35m in
the current year, by GBP20m in 2003, and by an estimated GBP30m
per year from 2006 onwards. As these operations were not
completed until after 30 June, they are not reflected in the
Combined Accounts for the six months to 30 June 2002.
Background
The principal objective of these transactions was to buy back
existing debt at a significant discount to its face value,
financed by the proceeds of a new long term financing. The
transactions aimed to:
-reduce debt by more than GBP400m,
-reduce annual interest charges,
-extend the maturity profile of Eurotunnel's Senior Debt and part
of its Junior Debt,
-increase the proportion of Eurotunnel's debt service cost which
is fixed or capped.
The Equity Note tender offer aimed to reduce interest charges in
2002 and 2003.
Outcome
Following the successful completion of an issue of GBP740m of
bonds repayable from 2026-2028 with fixed interest rates of
between 5.78% and 8.15%, Eurotunnel has:
-repurchased GBP839m of subordinated debt at a weighted average
price of 43%, resulting in a net debt reduction of GBP443m, and
-refinanced GBP343m of its Junior Debt which was due to be repaid
between 2007 and 2012 with new debt repayable in 2026 and 2028,
and extended the maturity of GBP232m equivalent of Senior Debt by
seven years to 2009-2012.
The take up of the Equity Note tender offer was 60% of the
GBP635m of Notes outstanding, resulting in a reduction in
Eurotunnel's interest charges of GBP16m in 2002 and GBP17m in
2003. The acquisition of deferred interest will result in a debt
reduction of GBP3m.
A reduction of GBP35m in Eurotunnel's interest charges in 2002
will arise principally from a GBP16m reduction in Equity Note
interest (from January 26, 2002) and a net saving of GBP19m
arising from the difference between the interest payable on (i)
the Tier 1A Junior Debt and (ii) the interest payable on the debt
repurchased. A portion of the GBP19m net saving arising from the
forgiveness of interest on the Resettable Advances from January
28, 2002 is non-recurring.
Combined with the reduction in interest charges, the extension of
debt repayments significantly reduces Eurotunnel's debt service
over the next decade.
No debt is now repayable before 2006. The transaction has also
resulted in the replacement of GBP1,185m variable rate debt with
GBP740m of debt at fixed rates until 2026-2028, substantially
reducing Eurotunnel's exposure to variable interest rates. As a
result, over 80% of Eurotunnel's debt is either capped or fixed
until 2009.
These transactions are the latest in a series undertaken since
1999, which has resulted in a cumulative debt reduction of more
than GBP900 million.
As these operations were not completed until after June 30, they
are not reflected in the Combined Accounts for the six months to
June 30, 2002.
However, had these operations been completed before June 30,
2002, the effect on the Balance Sheet would have been as follows:
http://bankrupt.com/misc/et.pdf
VIVENDI UNIVERSAL: Fourtou Mulls Canal Break-up to Cut Debt
----------------------------------------------------------------
Jean-Rene Fourtou, Vivendi Universal's new chairman met with top
management on Monday to discuss strategic review in light of
reports that a break-up of the pay-TV arm Canal Plus is on the
horizon to cut the company's debts, a report from the Guardian
said.
Citing a report from Le Figaro, the Guardian said that the new
chairman is currently studying a proposal regarding the break-up
of Canal Plus into three parts. The plan is to keep the
profitable French channels while disposing of the international
operations, film production, and distribution operations.
Mr. Fourtou is said to favor selling assets to reduce Vivendi's
heavy debt burden. The company is currently holding talks with
its banks regarding a possible provision of additional finance,
the paper said.
Under the company's plan, the pay-TV arm Canal Plus will focus on
consolidating its position as France's pay-TV leader. It will
consist mainly of the original subscription-only channel and its
digital offshoot, CanalSatellite, the paper said.
The rest of the assets, namely, Canal Plus's pay-TV operations in
Spain, Poland and Belgium, the film production house Stu dio
Canal, the film distribution unit UGC, decoder manufacturer Canal
Plus Technologies and a new media and internet arm will be
disposed, in a move to cut the EUR19bn (GBP12bn) debt, the paper
said.
Previously, the Italian pay-TV unit Telepiu, the main source of
losses at Canal Plus and a drain on Vivendi as a whole, was
provisionally sold to Rupert Murdoch's News Corp last month for
EUR1.5bn.
Meanwhile, muted responses surfaced among French film circles
surrounding the possible break-up of Canal Plu. Most people will
be happy if Canal Plus has a chance to stay intact, the paper
said.
RHODIA: Sells Rhodia-Ster, Exits From Polyester
------------------------------------------------
Rhodia announced Monday that it has agreed to sell its entire
88.4% interest in Rhodia-ster, a Brazilian company active in the
polyester sector, to the Italian Gruppo Mossi & Ghisolfi.
The transaction is expected to close on September 30, 2002 and is
subject to the receipt of all government and regulatory approvals
required by applicable law.
This sale is part of Rhodia's strategy to divest non-core
businesses. It will allow Rhodia to achieve a substantial portion
of its goal of raising ?500 million in divestiture proceeds by
year-end 2002.
Rhodia-ster is Rhodia's last remaining business in the polyester
sector, from which the group has withdrawn in all other world
markets. Rhodia-ster, the largest producer of polyester fiber
products and PET resin in Brazil and South America, had sales of
?337 million in 2001.
Rhodia is one of the world's leading manufacturers of specialty
chemicals. Providing a wide range of innovative products and
services to the automotive, healthcare, food, cosmetics, apparel,
new technology and environmental markets, Rhodia offers its
customers tailor-made solutions based on the cross-fertilization
of technologies, people and expertise. Rhodia subscribes to the
principles of Sustainable Development communicating its
commitments and performance openly with stakeholders. Rhodia
generated net sales of ?7.2 billion in 2001 and employs 27,000
people worldwide. Rhodia is listed on the Paris and New York
stock exchanges.
Gruppo Mossi & Ghisolfi is a leading producer of PET Resin in the
USA, Italy and Mexico and also has packaging and cellulose
acetate divisions. Gruppo Mossi & Ghisolfi had consolidated
revenues of approximately ?1 billion in 2001.
Contact Information:
Marie-Christine Aulagnon
Ang,lina Palus
Investor Relations
Telephone:+33 1 55 38 42 99/+33 1 55 38 43 01
=============
G E R M A N Y
=============
TEAMWORK: Announces Positive EBIT in June 2002
----------------------------------------------
As announced, in June 2002 teamwork information management AG
achieved a positive EBIT in the group. At Teamwork AG, the June
EBIT amounted to 21 thousand euros, and at the British subsidiary
InfoSys Ltd., EBIT was EUR4,000.
This result confirms the success of the cost reduction measures
that have been introduced at Teamwork.
Orders on hand in the group as of June 30, 2002 amount to 1,495
thousand euros. On the basis of this order volume and the
positive EBIT in June 2002, Teamwork's Board of Management has
reaffirmed its prognosis that break-even in the group EBIT will
be achieved in the third quarter of 2002.
Listed on the Neuer Markt since July 1999, Teamwork information
management AG is an international provider of collaborative
business solutions for the intranet and intranet. Collaborative
business allows electronic information management both within
companies and in their dealings with customers and business
partners.
With collaborative business, control of the information flow is
automated and business processes are electronically mapped. The
services offered by Teamwork AG include consulting, development,
implementation, support and training. Today, more than a thousand
companies use the solutions of the Teamwork group in Germany and
the UK.
Contact Information:
Dr. Sabine Brummel
Telephone: +49 (0)5251-5201-145
Email: sbrummel@teamwork.de
=========
I T A L Y
=========
ALITALIA CARGO: Quality Certification Continues
-----------------------------------------------
Alitalia Cargo achieves an important goal on its way to full
certification for its airports through the Cargo Quality System
2000. After New York, Tokyo, London, Frankfurt and Fiumicino, the
Malpensa hub, along with its freighter operating stations, has
reached the objectives for Phase 1 of the certification
programme.
As things stand, Alitalia Cargo, the sector leader in Italy,
boasts twelve stations with C2K certificates - in other words,
about 70% of its network.
Certification for the Milan-Malpensa hub provided the occasion
for presenting the C2K system to the Association of Business
Agents and Mediators (ANAMA). The presentation was given by Ron
Cesana, Director of Cargo 2000, and by Giancarlo Moro, Customer
Service Director for Alitalia Cargo, at a specially arranged
meeting in a Milanese hotel.
From January 1, 2003, the move towards C2K certification will be
completed, and the service will be operational throughout the
Alitalia Cargo network, enabling customers to take full advantage
of the many benefits.
===================
L U X E M B O U R G
===================
ASIA HIGH: Announces Annual General Meeting on July 26
------------------------------------------------------
I) Notice is given that the Annual General Meeting of
shareholders of Asia High Yield Bond Fund (in liquidation) will
be held at 112, route d'Arlon, Luxembourg, on July 26, 2002 at
10:00 am (Luxembourg time with the following agenda:
-To hear and approve the report of the board of directors and to
hear the report of the auditor for the period from January 1,
2001 up to December 31, 2001;
-To approve the Statements of Net Assets and the Statements of
Operations and Change in Net Assets for the financial year ended
December 31, 2001;
-To allocate the results for such year;
-To grant discharge to the directions in office for the
performance of their duties until December 31, 2001;
-Statutory elections;
-Miscellaneous.
Shareholders are informed that no quorum is required for the
meeting. Any decision taken at the meeting must be approved by
the majority vote of the shares represented at the meeting.
Shareholders may act at the meeting by duly executed proxy
returned to the Fund at the latest five Luxembourg Bank
Business Days preceding the date of the meeting. For this
purpose, proxies are available at the Registered Office and
will be sent to Shareholders on request.
II) Shareholders are informed that the Fund resolved to delist
the shares of the Fund from the Luxembourg Stock Exchange and the
Singapore Exchange Securities Trading Limited.
Shareholders are informed that the delisting committee of the
Luxembourg Stock Exchange has approved during its meeting of July
3, 2002 the delisting of the shares of the Fund from the
Luxembourg Stock Exchange with effect from July 5, 2002, The
shares were alsco delisted from the Singapore Exchange Securities
Trading Limited with effect from July 5, 2002.
III) The Fund will make a first payment of liquidation proceeds
to all shareholders in the register on July 9, 2002.
Thereafter and following the completion of the liquidation
operations any remaining assets will be distributed to
shareholders.
On behalf of the Fund
Nikko Bank (Luxembourg) SA
=========
S P A I N
=========
QUIERO TV: Shareholders and Auna Lose Broadcasting License
----------------------------------------------------------
Some shareholders of Quiero TV, and Auna, the Spanish media
group, have reportedly lost the license to broadcast Quiero TV, a
report from El Pais and Financial Times said.
Quiero TV is said to be off the air for 15 days. Some backers of
the channel will eventually lose EUR34 million worth of deposits,
the report said.
Quiero TV, a digital television platform, won the license in 1999
and began broadcasting in May of 2000.
The terms and conditions of the contract had specified that the
license would be revoked if the company would stop broadcasting
for 15 days or declare bankruptcy, the papers said.
===========
S W E D E N
===========
ARROWHEAD: Reaches Agreement on Acquisition of Pangea's Assets
---------------------------------------------------------------
Vattenfall-owned Arrowhead has reached an agreement with the
trustees of Pangea in Sweden, Norway and Denmark and other
parties to acquire Pangea's fibre network and telecommunication
equipment from Nortel in the Swedish ring connecting Stockholm,
Oslo and Copenhagen.
Pangea was a pan-european operator, which built a high-capacity
network from London to the Baltics.
Pangea entered into administrative receivership in September 2001
and the Nordic companies filed bankruptcy in May and June 2002.
Arrowhead and Nortel Networks have entered into an agreement
whereby the network will be upgraded to the latest release levels
providing Arrowhead with one of the most technically advanced
networks in Europe. This enhancement will allow Arrowhead to
offer the latest services such as Gigabit Ethernet between major
cities in the Nordic region.
"Arrowhead will through this acquisition further strengthen its
position as one of the leading alternative operators in Sweden.
Arrowhead has one of Sweden's most extensive high capacity
backbone networks built on own dark fibre and has now increased
the capacity extensively in southern Sweden. Arrowhead can avoid
planned investments and reduce costs this way. Arrowhead's
customers such as Orange, Cable & Wireless, Skandiabanken and the
Swedish hospitals will now have the opportunity for even better
services," says Arrowhead's CEO Anders Liden.
About Arrowhead AB
Arrowhead AB offers communication solutions for enterprises, the
public sector and operators in Scandinavia. Arrowhead has
extensive experience and competence in network design and
operation, represented by 200 employees from Malmoe in the south
to Umea in the north. Arrowhead AB is owned by Vattenfall AB
Contact Information:
Anders Liden
CEO Arrowhead AB
Telephone: +46 70-569 21 00
E-mail: anders.liden@arrowhead.se
Mats Lundqvist
Deputy CEO Arrowhead AB
Telephone: +46 70- 513 64 30
E-mail: mats.lundqvist@arrowhead.se
===========================
U N I T E D K I N G D O M
===========================
CLUBHAUS PLC: Disposal of GBP6 MM Assets of El Bosque Golf Club
---------------------------------------------------------------
Clubhaus Plc's announcement on July 19 is in line with the Group
strategy outlined in the Interim Results announced on 28 June
2002, which stated that non-core assets would be disposed of to
reduce gearing and improve the prospects for future growth and
development of the Company.
El Bosque did not fall within the core focus of the Group, which
following the strategic review of the Group's facilities will
focus on the UK Country Club format.
The club has been sold to a consortium of Spanish businessmen for
a total consideration of GBP6 million in cash. Proceeds from the
sale will initially be used to reduce Group bank borrowings.
In the 9 month period ended 30 September 2001, the profit after
interest but before tax and exceptional items attributable to the
assets and business being disposed of was GBP0.05 million from a
turnover of GBP1.68 million. These numbers have been extracted
from the audited accounts of the company that owned and operated
the club for the period ended 30 September 2001. The gross book
value of the business and assets sold was GBP4.9 million at 31
March 2002.
Contact Information:
Charlie Parker
Managing Director
Clubhaus PLC
Telephone: 01732 835900
Capel Irwin
KBC Peel Hunt
Telephone: 020 7418 8900
Giles Sanderson
Financial Dynamics
Telephone: 020 7831 3113
COOKSON GROUP: Announcement of 2002 Interim Results
---------------------------------------------------
-Improving trend in turnover and operating profits experienced
during the first half
-Positive free cash flow of GBP31 million generated; net debt
unchanged from start of year
-Proposed rights issue to raise c. GBP277.5 million (net of
expenses) announced
-Sale of the Precision Products businesses to be progressed
Commenting on the results and current outlook, Stephen Howard,
Group Chief Executive, said:
'The Board believes Cookson -- www.cooksongroup.co.uk -- is well
positioned in its major markets. During the first half of 2002
the Group witnessed an improving trend in activity with turnover
for the second quarter of 2002 8% higher than the first quarter
of 2002.
Furthermore, the rigorous action taken early in 2001 and which
has continued into 2002, both to align the Group's cost base with
the reduced levels of demand being experienced and to conserve
cash, have mitigated the impact on profitability of the downturn
in the Group's major markets.
Since the end of the first half of 2002, trading has been in line
with the Company's expectations. Although the timing of a
sustained recovery in the electronics industry remains unclear
and activity in the third quarter is traditionally quieter than
in the second quarter, Cookson expects to be able to leverage the
benefits of its operational gearing to take advantage of an
upturn when it occurs.
Having considered a number of strategic initiatives to improve
the Group's financial position, the Board of Cookson has
concluded that a rights issue is currently the most appropriate
course of action. Further details of the background to the
proposed rights issue are contained in a separate circular sent
to shareholders today. The rights issue seeks to raise some
GBP277.5 million in net cash proceeds, which will be used to
reduce bank debt.'
Strategic Initiatives:
Prior to arranging its GBP450 million committed syndicated bank
facility in December 2001, the Board determined that it would be
in the best interests of the Company to reduce meaningfully the
level of the Group's borrowings.
At that time the Board considered that the best way to achieve
this was to pursue a number of strategically attractive
initiatives, including disposals and joint ventures, which would
then be followed by a possible equity issue to supplement the
proceeds of these initiatives.
Certain of these initiatives that would have facilitated the
objective of reducing Group borrowings were underway when the
bank financing was completed. In the current environment, most of
these initiatives did not materialise as planned.
In light of this, and given the level of debt and the security
and other constraints attaching to it, the Board was concerned
that the Group's ability to pursue its strategies fully could
increasingly be impacted.
In light of current circumstances, the Board has closely reviewed
the Group's business activities. It has concluded that, given the
leadership position that each core division holds, there is
substantial potential for a significant recovery from the current
cyclical downturn in the Group's major markets.
Furthermore, the Board believes that such a recovery - combined
with the Group's reduced operating cost base - would make a
return to the levels of profitability seen prior to 2001
achievable.
The Board therefore considers that the best immediate basis for
maximising shareholder value is to continue to concentrate on and
to support fully the Group's three divisions and to strengthen
its balance sheet. Accordingly the Board has concluded that a
rights issue is now the most appropriate course of action.
In addition, the Board has decided to progress the sale of the
Precision Products businesses within the Precious Metals division
and of certain small businesses. The Board will continue to
review all strategic options, including further disposals or
joint ventures, to maximise shareholder value.
Group Overview:
Market conditions
Trading conditions in Cookson's major markets in the first half
of 2002 were broadly similar to those of the second half of 2001.
This was reflected in the Group's turnover from continuing
operations, which was virtually unchanged in the first half of
2002 compared with the second half of 2001. However, Cookson
witnessed an improving trend during the first half of 2002 as
Group turnover for the second quarter of 2002 was 8% higher than
the first quarter of 2002.
There were signs in the first and second quarters of 2002 that
the severe global downturn in the electronics industry, which
took hold in the first half of 2001 was continuing to abate.
Nevertheless, levels of activity in the electronics industry and
in the Group's Electronics division in the first half of 2002
remained significantly below the peak seen in the second half of
2000.
The performance of the Group's Ceramics division improved as US
steel production continued to hold up well in the second quarter
of 2002 following an increase in production at the end of the
first quarter, following the imposition of import tariffs by the
US government.
In Europe, steel production in the second quarter of 2002 was
also higher, following a weak first quarter. For the Precious
Metals division, trading conditions in the second quarter of 2002
improved gradually compared with the first quarter.
Cost-cutting and cash generation programs:
In the first half of 2002, management has continued many of the
cost-saving programs that commenced in early 2001. By the end of
June 2002, a headcount reduction of some 3,500, representing 17%
of the total workforce, had taken place. Supplemented by the
Premier and Enthone acquisition integration programs, which have
resulted in an additional headcount reduction of some 500, the
cost-saving programmes were aimed primarily at bringing the
Group's cost base in line with the reduced levels of demand and
streamlining operating processes. Care has been taken to ensure
that the Group maintains the capacity and the ability to benefit
from an upturn in its markets when it occurs.
During the first half of 2002, management has continued to focus
on reducing working capital requirements, controlling capital
expenditure and optimizing internal investment, which resulted in
the Group generating positive free cash flow in the first half of
2002 and ending the period with net debt of GBP749.1 million,
virtually unchanged from the GBP749.6 million outstanding at the
end of 2001.
Results Of Operations:
Turnover and Operating profit/(loss) by division - continuing
operations(1)
Six months ended 30 June
2002 2001
Operating Operating
Turnover (loss)/ profit(2) Turnover profit(2)
GBP m GBP m GBP m GBP m
Electronics
357.6 (11.7) 496.6 10.9
Ceramics
344.9 18.6 381.5 26.6
Precious Metals
200.5 10.7 218.7 16.6
Continuing operations
903.0 17.6 1,096.8 54.1
Notes:
-Includes the Group's share of turnover and operating
profit/(loss)attributable to joint ventures.
-Before goodwill amortization and exceptional items.
Group - continuing operations
Turnover. Turnover of GBP903.0 million in the first half of 2002
was 18% lower than the first half of 2001 and down 17% on an
organic basis (i.e. after excluding the impact of acquisitions,
discontinued operations and foreign currency translation).
The decrease was principally due to weakened end-market demand in
the Electronics division, lower U.S. and EU steel production
volumes in the Ceramics division and lower consumer demand in the
key markets of the Precious Metals division. The rate of the
decline in turnover lessened over the period and for the first
half of 2002 turnover was 1% lower than the second half of 2001.
A gradually improving trend was also evidenced in the second
quarter of 2002 and turnover in this period was 8% higher than
that of the first quarter of 2002.
Operating profit. Operating profit declined from GBP54.1 million
in the first half of 2001 to GBP17.6 million in the first half of
2002, a decrease of 67% both as reported and on an organic basis.
The fall in operating profit was principally driven by an 18%
decrease in Group turnover, but the extent of its decline in
operating profit was, however, offset by the benefits of the
cost-cutting programs initiated during 2001, which continued into
2002. Despite a decline in turnover compared with the second half
of 2001, the benefits of these programs became more evident over
time as operating profit in the first half of 2002 was GBP15.2
million higher than in the second half of 2001. The increased
rate at which benefits were accruing was evidenced in the second
quarter of 2002, as operating profit rose to GBP19.2 million from
a loss of GBP1.6 million in the first quarter of 2002.
Geographical analysis of turnover and operating profit. The
United States is the Group's principal operating market and the
Group's US businesses are the biggest contributors to the total
Group turnover from continuing operations, directly contributing
42% of turnover in the first half of 2002, compared with 43% in
the first half of 2001. As a consequence of the depressed US
market conditions experienced in the first half of 2002, the
Group's continuing US operations incurred an operating loss of
GBP15.1 million during that period, compared with a
profit of GBP10.4 million in the first half of 2001 and a loss of
GBP19.4 million in the second half of 2001.
Electronics division
Turnover. In the first half of 2002, turnover decreased by 28% to
GBP357.6 million from GBP496.6 million in the first half of 2001
and by 27% on an organic basis. The division's relative
contribution to Group turnover from continuing operations
decreased from 45% in the first half of 2001 to 40% in the first
half of 2002.
Turnover in the first half of 2001 was adversely impacted by a
sharp fall in manufacturing output and end-market demand in the
electronics industry, the extent of which was particularly severe
in the United States. These market conditions resulted primarily
from excess inventory that had built up throughout the industry
from late 2000 and, by the end of the first quarter of 2001,
demand across all segments of the industry began to deteriorate
sharply. The downturn in the industry became more pronounced in
the second quarter of 2001 and weakened still further in the
second half of that year, exacerbated by the events of 11
September 2001.
In the first half of 2002, the downturn in the electronics
industry began to show signs of abating and turnover for the
division was virtually unchanged from the second half of 2001.
Furthermore, a gradual improvement in levels of activity began to
appear in the second quarter of 2002 and as a result the
division's turnover was 7% higher than the first quarter of 2002.
In the division's largest sector, PWB Materials and Chemistry, a
solid first quarter for 2001 was followed by a sharp reduction in
demand in the second quarter for Polyclad's laminate products,
particularly in the United States. The fall in demand was,
however, much less pronounced for Enthone's chemistry products
during the first half of 2001. In the second half of 2001, the
sector's turnover fell further, but stabilised at reduced levels
in the fourth quarter of 2001. Following a slow first quarter,
turnover for Enthone's chemistry products improved in the second
quarter of 2002, whilst that of Polyclad's laminates business
remained unchanged. This resulted in the sector's turnover for
the first half of 2002 being 3% higher than the second half of
2001.
Following a marked reduction in order intake in the fourth
quarter of 2000, turnover in the Equipment sector fell sharply
throughout the first half of 2001 and into the second half of
that year. Activity levels in the first half of 2002 remained
depressed and at significantly lower levels than the first half
of 2001, although only marginally lower than the second half of
2001.
Turnover for the Assembly Materials sector was also adversely
impacted by the downturn in the electronics industry, driven by
the decline in sales of solder paste and spheres during 2001,
although to a lesser extent than the division's laminate business
and its Equipment sector. The sector's turnover for the first
half of 2002 was only marginally lower than in the second half of
2001.
Operating profit. Operating profit for the Electronics division
for the first half of 2002 continued to be adversely impacted by
the low level of trading activity within its principal markets
and an operating loss of GBP11.7 million was incurred compared
with an operating profit of GBP10.9 million in the first half of
2001. The fall in operating profit was mitigated by the cost-
cutting measures implemented during 2001 and extended into 2002.
Together with the acquisition integration program associated with
Enthone, which is now significantly complete, as at 30 June 2002
these initiatives have resulted in a reduction in the division's
headcount by 2,750 employees, or 32% of the division's workforce,
since the beginning of 2001. As a result, the operating loss in
the first half of 2002 was GBP13.5 million lower than the
operating loss in the second half of 2001 on unchanged turnover.
Furthermore, on turnover of approximately GBP185 million in the
second quarter of 2002, the division operated at break-even for
that period. Acquisitions, discontinued operations and foreign
currency translation did not have a material impact on operating
profit between the first halves of 2001 and 2002.
Ceramics division
Turnover. The Ceramics division's turnover in the first half of
2002 was GBP344.9 million, down 10% on both a reported and
organic basis from the GBP381.5 million achieved in the first
half of 2001. The division's relative contribution to turnover of
the Group's continuing operations increased from 35% in the first
half of 2001 to 38% in the first half of 2002.
Approximately 80% of the division's turnover is closely linked to
the level of steel production in the markets within which it
operates, principally the United States and Europe. Lower levels
of U.S. and U.K. steel production in the first half of 2002
compared with the first half of 2001 contributed to a 9% decline
in turnover in the division's Iron and Steel sector. However,
turnover in developing markets such as South America, Central and
Eastern Europe and Asia-Pacific remained sound, partially
offsetting the effect of lower U.S. and U.K. production volumes.
However, U.S. steel production did improve in the second quarter
of 2002 and, as a result, turnover for the Ceramics division was
10% higher in the second quarter of 2002 than in the first
quarter of 2002.
Turnover in the first half of 2002 in the Foundry and Industrial
Products sector, which is indirectly linked to the level of U.S.
and European steel production, also decreased compared with the
first half of 2001, but to a lesser extent than in the Iron and
Steel sector. In the Glass sector, increased sales resulting from
previously deferred furnace-lining projects were more than offset
by decreased activity in the fused silica operations, leading to
lower turnover in the sector in the first half of 2002 than in
the same period last year.
Operating profit. The operating profit of the Ceramics division
in the first half of 2002 was GBP18.6 million, representing a 30%
decline from the GBP26.6 million achieved in the first half of
2001 and a decline of 28% on an organic basis. The decline in
operating profit was primarily due to the lower level of
turnover, although the impact was lessened by a reduction in the
division's cost base. As a result of both cost-cutting
initiatives and the now completed program to integrate Premier,
the division's headcount has been reduced by 900 employees, or
10% of the division's total since the beginning of 2001. The full
benefits of these measures resulted in operating profit in the
first half of 2002 being 34% higher than the second half of 2001,
despite turnover being 1% lower.
Precious Metals division
Turnover. The Precious Metals division's turnover was down 8% on
both a reported and organic basis to GBP200.5 million in the
first half of 2002 from GBP218.7 million in the first half of
2001. The division's relative contribution to total turnover from
continuing operations increased from 20% in the first half of
2001 to 22% in the first half of 2002.
A decrease in consumer demand in the United States and Europe,
the principal markets for the division's Jewellery sector, which
took effect increasingly during the second half of 2001,
continued in the first quarter of 2002. There was, however, an
improvement in trading conditions in the second quarter.
Traditionally, turnover for the Jewellery sector is higher in the
second half of the year due to the build-up in jewellery sales
and inventory prior to the December holiday season and therefore
comparisons between the first and second halves of the year are
not necessarily meaningful.
The division's Precision Products sector experienced reduced
demand from U.S.-based automotive, electronics and
telecommunications customers beginning in the second quarter of
2001 which continued through the second half of 2001 and into the
first quarter of 2002. In the second quarter of 2002, turnover
increased by 4% over the first quarter of 2002 as demand from
these customers began to increase.
Operating profit. Operating profit of the Precious Metals
division in the first half of 2002 was GBP10.7 million,
representing a 35% decline on a reported basis and a 33% decline
on an organic basis from the GBP16.6 million achieved in the
first half of 2001. The reduction in operating profit was
primarily due to turnover in the first half of 2002 being 8% down
on the first half of 2001, although this decline was mitigated by
a reduction in headcount of some 350, or 10% of the division's
workforce, as part of the division's cost-cutting programs since
the beginning of 2001. After a slow start to the year, the
division's operating profit in the second quarter of 2002
improved over that of the first quarter.
Operating exceptional items
In the first half of 2002, operating exceptional items of GBP8.0
million were charged as a result of cost-saving initiatives, as
compared to GBP7.4 million charged in the first half of 2001. The
costs associated with these initiatives in 2002 were GBP5.3
million in the Electronics division, GBP2.2 million in the
Ceramics division and GBP0.5 million in the Precious Metals
division.
Goodwill amortization
In the first half of 2002, the Group's goodwill amortization
charge was GBP19.2 million compared with GBP19.4 million in the
first half of 2001. Of the goodwill amortization charge in 2002,
GBP10.0 million related to the Electronics division, GBP7.8
million to the Ceramics division and GBP1.4 million to the
Precious Metals division.
Discontinued operations - turnover and operating profit
In the first half of 2002, there was neither turnover nor
operating profit or loss attributable to discontinued operations.
In the first half of 2001, turnover and operating profit from
discontinued operations amounted to GBP57.9 million and GBP2.5
million, respectively, reflecting the impact of the sale of the
Magnesia Chemicals business in January 2001 and the disposal of
the Group's Plastic Mouldings businesses in the second half of
that year.
Net loss on sale or closure of operations
In the first half of 2002, the net loss on sale or closure of
operations was GBP5.7 million, with no attributable goodwill
write-off. The net loss related to the sale or closure of certain
non-core businesses. The net loss on sale or closure of
operations in the first half of 2001 was GBP4.5 million,
including goodwill written-off of GBP15.4 million, mainly
attributable to the sale of the Magnesia Chemicals business.
Net profit on sale of fixed assets
In the first half of 2002, the Group's net profit on the sale of
fixed assets was GBP0.3 million, which included a gain of GBP2.3
million arising on the sale of the land and buildings of four of
the Group's sites, offset by an increase of GBP2.0 million in the
provision against the carrying costs of the Company's ESOP
shares. The Group's net profit in the first half of 2001 of
GBP12.7 million arose on the sale of two of the Group's
properties. At the time of the sale of the sites in both 2001 and
2002, the Group entered into operating leaseback arrangements for
two of the sites sold in each period.
Net interest expense
Net interest expense increased in the first half of 2002 to
GBP29.5 million from GBP25.7 million in the first half of 2001,
primarily as a result of higher average interest rates and a
GBP1.8 million increase in the amortization of financing fees.
Profit/(loss) before taxation
The Group loss before taxation amounted to GBP44.5 million for
the first half of 2002, compared with a profit of GBP12.3 million
in the first half of 2001. Group loss before tax, exceptional
items and goodwill amortization was GBP11.9 million in the first
half of 2002, which compares with a profit of GBP30.9 million and
a loss of GBP24.2 million in the first and second halves of 2001,
respectively.
Taxation on profit/(loss) on ordinary activities
As of 1 January 2002, the Company adopted Financial Reporting
Standard 19,'Deferred Taxation'. As explained in note 1 to the
accompanying interim financial statements, this change of
accounting policy requires prior period comparative figures to be
restated. The impact of this prior period adjustment is set out
in the accompanying interim financial statements.
The Group had a net tax credit of GBP4.8 million in the first
half of 2002. Excluding a GBP1.2 million tax credit on net
exceptional items, the tax credit on the Group loss before
taxation and goodwill amortization amounted to GBP3.6 million.
The Group's effective tax rate for the first half of 2002 was
30%, based on an estimate for the full year and was unchanged
from the first half of 2001, as restated.
Minority interests in Group profit
The interest of third party shareholders in the post-taxation
results of the Group represented a charge of GBP0.7 million in
the first half of 2002, compared with GBP0.8 million in the first
half of 2001.
Dividends
No interim dividend has been declared for the first half 2002.
This is
consistent with the dividend policy outlined in December 2001 in
which the Board stated that no cash dividends would be paid in
2002 or until certain financial targets had been achieved. For
the first half of 2001, an interim dividend of 4.5 pence per
share was declared.
Group net (loss)/profit for the period
As a result of the above, the Group's net loss for the first half
of 2002 was GBP40.4 million compared with a net loss of GBP30.3
million in the first half of 2001, as restated.
Earnings per share
Headline earnings per share, that is before goodwill amortization
and all exceptional items, amounted to a loss of 1.2 pence per
share for the first half of 2002, compared with 2.9 pence
achieved in the first half of 2001. The average number of shares
in issue during the first half of 2002 was 723 million, unchanged
from the first half of 2001.
Liquidity And Capital Resources:
Cash flow statement
Cash flows from operating activities
In the first half of 2002, the Group's net cash inflow from
operating activities declined by GBP26.1 million to GBP52.9
million from GBP79.0 million in the first half of 2001. The
decrease experienced in the first half of 2002 was primarily
attributable to a GBP37.6 million decline in the Group's
operating profit before exceptional items, interest, taxation,
depreciation and goodwill amortization ('EBITDA') from GBP85.8
million in the first half of 2001 to GBP48.2 million in the first
half of 2002. The overall decline in cash flows from operating
activities in the first half of 2002 was, however, mitigated by a
reduction in working capital which, at GBP13.2 million in the
first half of 2002, was GBP7.9 million higher than that in the
first half of 2001. This improved working capital position
resulted primarily from cost-saving and cash conservation
initiatives implemented throughout the Group, which resulted in
reduced levels of inventories and enhanced collections of
receivables. Cash outflows for rationalization costs were GBP10.4
million in the first half of 2002, compared with GBP12.1 million
in the first half of 2001.
Dividends from joint ventures
The Group received GBP2.1 million in dividends from joint
ventures in the first half of 2002 compared with GBP5.0 million
in the first half of 2001. The higher amount received in the
first half of 2001 resulted from increased dividends paid by the
Group's principal Japanese joint venture.
Returns on investment and servicing of finance
The cash outflow for interest paid in the first half of 2002 was
GBP29.8 million which compares with GBP28.4 million in the same
period in 2001. Cash inflow from the close-out of interest rate
swaps in the first half of each year amounted to GBP10.3 million
in 2002 and GBP26.0 million in 2001.
Taxation
The GBP12.3 million decrease in tax payments, from GBP12.0
million outflow in the first half of 2001 to GBP0.3 million
inflow in the first half of 2002 was largely the result of the
lower profits experienced in 2001.
Capital expenditure
Payments to acquire fixed assets during the first half of 2002
decreased by 56% to GBP12.6 million from GBP28.5 million in the
first half of 2001, principally attributable to reduced
requirements due to lower activity levels. Capital expenditure
payments also reduced to 0.4 times depreciation in comparison
with 0.8 times in the first half of 2001. Receipts from the
disposal of fixed assets, including those in respect of the sale
and leasebacks of properties, were GBP8.0 million in the first
half of 2002, down from GBP20.9 million in the first half of
2001.
Dividends paid
No dividends were paid in the first six months of 2002, whereas
the final dividend of 5.5 pence per share for 2000, amounting to
GBP39.8 million, was paid in June 2001.
Free cash flow
As a result of the above, free cash flow before and after
dividends was GBP31.5 million in the first half of 2002 which
compares with GBP62.5 million before dividends and GBP22.7
million after dividends in the first half of 2001. In the second
half of 2001, free cash inflow before dividends was GBP10.8
million and a net cash outflow of GBP21.7 million after
dividends.
Acquisitions and disposals
In the first half of 2002, net cash outflow from acquisitions and
disposals was GBP15.7 million compared with a net cash inflow of
GBP12.5 million in the first half of 2001. For the first half of
2002, cash inflows from the disposal of a number of small non-
core businesses were GBP1.4 million, more than offset by certain
small acquisitions and a prior period acquisition earnout payment
totaling GBP10.8 million and GBP6.3 million of costs relating to
prior period business disposals.
In the first half of 2001, cash inflows of GBP24.8 million
primarily relating to the sale of the Group's Magnesia Chemicals
businesses were offset partially by acquisition costs of GBP9.6
million and GBP2.7 million of costs relating to prior period
business disposals.
Net cash inflow/(outflow) before and after financing
The aggregate effect of the above resulted in net cash inflow
before financing for the first half of 2002 of GBP15.8 million
compared with GBP35.2 million in the first half of 2001 and
GBP1.0 million in the second half of 2001. The increase in cash
balances in the first half of 2002 amounted to GBP5.0 million
compared with an increase of GBP41.4 million in the first half of
2001. After taking account of cash inflows from the issue of
equity of GBP1.7 million in the first half of 2001
and nil in the first half of 2002, together with refinancing
costs paid of GBP8.1 million in the first half of 2002 (2001:
nil), the resulting net decrease in debt was GBP2.7 million in
the first half of 2002 compared with a net increase of GBP4.5
million in the first half of 2001.
Group borrowings
The following table presents the Group's net debt position at the
end of June 2002, December 2001 and June 2001, respectively:
At 30 June At 31 December At 30 June
Net debt position
2002 2001 2001
GBPm GBPm GBPm
Amounts falling due after more than one year:
US Private Placement loan notes
380.0 391.6 403.1
Convertible Bonds
80.0 80.0 80.0
Committed bank facilities
297.0 292.6 326.0
Amounts falling due within one year:
Other loans and overdrafts
20.7 9.0 47.6
Cash
(28.6) (23.6) (81.5)
Net debt
749.1 749.6 775.2
Group financing and consignment arrangements
The Group's current long term borrowing requirements have been
satisfied by $570 million (GBP380 million) of long term loan
notes due for repayment between 2005 and 2012 and GBP80 million
of convertible bonds that are due for repayment in November 2004.
The Group's near term borrowing requirements have been met by a
committed syndicated bank facility of GBP450 million, which
reduces to GBP400 million on 1 April 2003 and to GBP300 million
on 1 September 2003, with a final maturity date of 30 September
2004. As at 30 June 2002, GBP297 million had been drawn down
against the syndicated bank facility, leaving GBP153 million
available for future drawings. Of the drawn amount, all was
secured against certain assets of some of the Group's
subsidiaries. The balance of the Group's borrowing requirements
are satisfied by uncommitted facilities, including overdraft and
money market facilities, which are used primarily to support the
Group's cash management structures. As at 30 June 2002, the
average interest payable on all the Group's borrowings, excluding
the amortisation of fees, was approximately 6.5%.
Cookson has various precious metals consignment arrangements with
precious metals consignors. As the consignors retain title and
the associated risks and benefits of ownership under these
arrangements, the physical metal so held is not recorded on the
Group's balance sheet. Similarly, the obligations in respect of
the consigned metal are not recorded as a liability on the
Group's balance sheet. At 30 June 2002, the Group held precious
metals on consignment terms with a total value of GBP273 million
(30 June 2001: GBP298 million).
Having regard to bank and other facilities available to the
Group, the Board is of the opinion that the Group has sufficient
working capital for its present requirements, that is for at
least the next twelve months from the date of this Interim
Report.
Currency:
The principal exchange rates used for the period were as follows:
Six months
ended 30 June
2002 2001
2002 2001
Average rate
Period-end rate
US dollar ($ per GBP) 1.44 1.44
1.50 1.41
Euro (? per GBP) 1.61 1.60
1.55 1.66
Singapore dollar ($ per GBP) 2.62 2.57
2.66 2.58
Japanese yen (Y per GBP) 187.15 171.84
182.79 175.93
For the first half of 2002, movements in average currency
translation rates
resulted in a GBP10 million adverse impact on turnover and a GBP1
million adverse
impact on operating profit.
Board Changes:
On 1 January 2002, Barry Perry, Chairman and CEO of Engelhard
Corporation, was appointed as a non-executive Director of the
Company.
Current Outlook:
The Board believes Cookson is well positioned in its major
markets. During the first half of 2002 the Group witnessed an
improving trend in activity with turnover for the second quarter
of 2002 8% higher than the first quarter of 2002. Furthermore,
the rigorous action taken early in 2001 and which has continued
into 2002, both to align the Group's cost base with the reduced
levels of demand being experienced and to conserve cash, have
mitigated the impact on profitability of the downturn in the
Group's major markets.
Since the end of the first half of 2002, trading has been in line
with the Company's expectations. Although the timing of a
sustained recovery in the electronics industry remains unclear
and activity in the third quarter is traditionally quieter than
in the second quarter, Cookson expects to be able to leverage the
benefits of its operational gearing to take advantage of an
upturn when it occurs.
Contact Information:
Stephen Howard
Group Chief Executive
Telephone: 020 7766 4500
Fax: 020 7747 6603
E-mail: SLH@cookson.co.uk
Dennis Millard
Group Finance Director
Telephone: 020 7766 4500
Fax: 020 7747 6603
E-mail: DHM@cookson.co.uk
COMPASS GROUP: Notice of Major Interest in Shares
-------------------------------------------------
Name of company: Compass Group Plc
Name of shareholder: The Capital Group Companies, Inc.
Class of security: ordinary shares of 10 pence each
Date of transaction: on or before July 17, 2002
Date company informed: July 18, 2002
Total holding following this notification: 89,862,815
Total percentage of holding: 4.02%
Contact Information:
Andrew V Derham
Tel: 01932 573159
Notification of Increase
This Notice is given by The Capital Group Companies, Inc. on
behalf of its affiliates, including Capital Research and
Management Company, Capital International, Inc., Capital
International S.A., Capital International Limited, and Capital
Guardian Trust Company, pursuant to Section 198 of the Companies
Act 1985.
The interest in the relevant share capital indicated below arises
by virtue of holdings attributed to the Companies (see Schedule
A). These holdings form part of funds managed on behalf of
investment clients by the Companies.
Share capital to which this relates: Ordinary Shares
(2,232,125,364 shares outstanding)
Number of shares in which the Companies have an interest:
89,862,815
Number of Percent of Shares Outstanding
The Capital Group Companies, Inc. holdings 89,862, 815 4.03%
Holdings by CG Management Companies and Funds:
-Capital Guardian Trust Company 47,487,113.00 2.13%
-Capital International Limited 27,232,726.00 1.22%
-Capital International S.A. 8,398,355.00 0.38%
-Capital International, Inc. 637,616.00 0.03%
-Capital Research and Management Company 6,107,005.00 0.27%
Schedule of holdings in Compass Group plc as of July 17, 2002
Capital Guardian Trust Company
Registered Name Local Shares
State Street Nominees Limited 6,442,160
Bank of New York Nominees 1,048,686
Chase Nominees Limited 19,384,707
BT Globenet Nominees Ltd. 554,971
Midland Bank plc 9,713,778
Deutsche Bank Mannheim 5,800
Bankers Trust 1,798,600
Barclays Bank 812,800
Citibank London 700,221
Nortrust Nominees 6,124,027
Royal Bank of Scotland 17,900
MSS Nominees Limited 117,900
RBSTB Nominees Ltd. 21,400
Citibank NA 91,500
Deutsche Bank AG 9,100
HSBC Bank plc 3,800
ROY Nominees Limited 118,000
Mellon Nominees (UK) Limited 581,763
TOTAL 47,487,113
Capital International Limited
Registered Name Local Shares
State Street Nominees Limited 475,371
Bank of New York Nominees 3,585,088
Chase Nominees Limited 7,297,551
Midland Bank plc 232,378
Bankers Trust 4,747,366
Barclays Bank 212,865
Citibank London 374,044
Morgan Guaranty 700,662
Nortrust Nominees 4,316,378
Royal Bank of Scotland 37,452
MSS Nominees Limited 122,600
State Street Bank & Trust Co. 570,900
Lloyds Bank 62,261
Citibank NA 60,844
Deutsche Bank AG 1,291,332
HSBC Bank plc 1,865,800
Mellon Bank N.A. 250,700
Northern Trust AVFC 235,200
KAS UK 39,136
Mellon Nominees (UK) Limited 243,000
Bank One London 423,498
Clydesdale Bank plc 88,300
TOTAL 27,232,726
Capital International S.A.
Registered Name Local Shares
State Street Nominees Limited 29,300
Bank of New York Nominees 201,463
Chase Nominees Limited 3,477,270
Credit Suisse London Branch 74,000
Midland Bank plc 698,058
Barclays Bank 716,409
Citibank London 26,000
Brown Bros. 48,400
Nortrust Nominees 28,890
Morgan Stanley 32,925
Royal Bank of Scotland 2,008,103
State Street Bank & Trust Co. 25,000
National Westminster Bank 170,800
Lloyds Bank 33,787
Vidacos Nominees Ltd. 300,453
RBSTB Nominees Ltd. 42,500
Citibank NA 33,697
Deutsche Bank AG 192,800
HSBC Bank plc 258,500
TOTAL 8,398,355
Capital International Inc.
Registered Name Local Shares
State Street Nominees Limited 242,062
Bank of New York Nominees 23,221
Chase Nominees Limited 58,000
Midland Bank plc 132,794
Royal Bank of Scotland 89,016
RBSTB Nominees Ltd. 46,023
HSBC Bank plc 46,500
TOTAL 637,616
Capital Research and Management Company
Registered Name Local Shares
State Street Nominees Limited 1,043,375
Chase Nominees Limited 5,063,630
TOTAL 6,107,005
COOKSON GROUP: Proposed Rights Issue to Raise GBP277.5 MM
---------------------------------------------------------
Summary
* Proposed 8 for 5 Rights Issue to raise approximately GBP277.5
million (net of expenses)
* Up to approximately 1,164 million New Cookson Shares to be
offered at a price of 25 pence per New Cookson Share
* Net proceeds will be used to repay borrowings under the
syndicated bank facility
* Strengthens Cookson's balance sheet and allows the Group to
rebalance its capital structure
Commenting, Stephen Howard, Group Chief Executive, said:
'Over the past five years, Cookson has been transformed into a
focused international materials technology group with world class
technologies and strong market positions.
'Although affected by the exceptional turmoil that has swept
through our principal markets since early 2001, our businesses
are now well positioned to benefit from a sustained recovery in
the Group's major markets when it occurs.
'Further, reducing the constraints of Cookson's current debt
burden will allow us to pursue fully our strategies and
strengthen the Group's balance sheet. Based upon discussions thus
far, we feel we have broad support from our major shareholders.
For these reasons, the Board is recommending shareholders support
the proposed rights issue.'
In connection with the Rights Issue, Lazard is acting as sponsor,
joint financial adviser and co-lead manager, and Cazenove and
Merrill Lynch are acting as joint financial advisers, joint lead
managers and joint brokers.
Contact Information:
Cookson Group plc
Tel: 020 7766 4500
Sir Bryan Nicholson, Chairman
Stephen Howard, Group Chief Executive
Dennis Millard, Group Finance Director
Lazard
Tel: 020 7588 2721
Marcus Agius
Paul Gismondi
Jonathan Dawson
Cazenove
Tel: 020 7588 2828
Julian Cazalet
Edmund Byers
Arthur Drysdale
Merrill Lynch
Tel: 020 7628 1000
Stephen Robinson
John Plaxton
Rupert Hume-Kendall
CORUS GROUP: Disclosure of Major Interest in Shares
---------------------------------------------------
Corus Group plc received notification on July 19, 2002 from The
Capital Group Companies, Inc. on behalf of its affiliates,
including Capital Guardian Trust Company, Capital International
Limited, Capital International S.A., Capital International, Inc.
and Capital Research and Management Company, pursuant to Section
198 of the Companies Act 1985.
On July 17, 2002 The Capital Group Companies, Inc. was interested
in 300,888,875 ordinary shares of 50p, each representing 9.62% of
Corus Group plc's issued capital.
These holdings form part of the funds managed on behalf of
investment clients by the Companies.
ENERGIS PLC: Wins Multi-million Pound Networking Deal With Tesco
----------------------------------------------------------------
Energis announced Monday it has won a multi-million pound
contract with leading retailer Tesco to provide a networking
solution that will link up Tesco's 730 stores and its two data
centers across the U.K. into one secure network.
The migration of Tesco's existing network and systems onto one
single network will enable employees to access and share
information and applications on the shop floor so they can
continue to deliver excellent customer service.
The new network, an IP Virtual Private Network (IP-VPN), is based
on Multi Protocol Label Switching (MPLS), which allows
prioritisation of network traffic so that business critical
applications may be given priority over other less urgent data
traffic.
Tesco chose Energis for its track record in successfully
migrating customers from large and complex legacy networks to new
IP-VPN networks and its "can-do" approach. Tesco's new network
will be scalable, so as new stores are built they can easily be
connected to the one network without complicated revisions and
network changes.
Dave Wickham, CEO of Energis, said: "We are delighted that Tesco
has chosen Energis to provide them with a new IP-VPN network. Our
ethos at Energis is to know and get close to our customers'
business and we look forward to working with Tesco and
contributing to their future success."
Philip Clarke, Logistics and IT director at Tesco, said: "We
chose Energis because they were able to meet our needs -
migration to an IP-VPN network - in ways that its competitors
could not. This move provides us with a framework through which
the IT for our stores can be delivered. By giving our colleagues
access to better systems and up-to-date information we can enable
them to deliver great service for customers."
Energis -- www.energis.co.uk -- is a leading U.K.
telecommunications, internet and e-business solutions provider.
It is focused on the business marketplace offering a portfolio of
data, voice, call center, connectivity, complex managed hosting
and managed application services.
Energis hosts more than 25,000 commercial websites and around 1
billion call minutes a week are routed over the Energis network.
Contact Information:
Marta Judge (Energis)
Telephone: +44 (0)20 7206 5555
Email: marta.judge@energis.com
Greg Sage (Tesco)
Telephone: +44 (0)1992 644346
Email: greg.sage@uk.tesco.com
ENERGIS PLC: John Pluthero Joins Energis as Chief Executive
-----------------------------------------------------------
Energis announced Monday the appointment of John Pluthero as
Chief Executive. He will join new Chairman Archie Norman who led
the successful refinancing of the business announced last week.
John Pluthero (38) is currently CEO of Freeserve, a business he
created 4 years ago and which he has built into the U.K.'s market
leading Internet Service Provider.
John was previously at Dixons, where served as Development
Director and Managing Director of Mastercare. He will join
Energis in September.
David Wickham will become Deputy CEO of Energis when John
arrives. David joined the business as Chief Operating Officer and
was appointed CEO last year.
As CEO he has led Energis throughout the difficulties of the last
year, retaining the support of customers and staff during this
time. His extensive experience and knowledge of the telecoms
industry will make the new team a powerful partnership.
Archie Norman, Chairman, commented, "This step will enable us to
combine the best of existing Energis talent with strong and
dynamic new leadership. John Pluthero is one of the most
successful young Chief Executives in Britain: His commercial
toughness, customer focus and action orientation will fit well
with the new Energis culture."
John Pluthero said, "I am excited to be joining Energis and to be
working with a great team of people. Energis' UK business has
always been strong and now, with a balance sheet to match, has
the potential to offer its customers unrivalled products and
service. The people at Energis have a passion for their business
and customers that I share. It's this passion that will enable us
to deliver on this potential."
INVENSYS HOLDINGS: Extends Exit Offer on Baan Company N.V.
----------------------------------------------------------
Invensys Holdings Ltd. announced on June 17, its exit offer on
all outstanding shares in Baan Company NV in liquidatie at an
offer price of Euro 2.85 per share.
The offering period commenced on 19 June and will expire on (and
including) 19 July 2002, close of Euronext Stock Exchange, unless
extended.
As per 19 July 2002, 22,937,309 shares, constituting 8.6% of the
total outstanding share capital in Baan Company N.V. in
liquidatie, were offered to and purchased by Invensys Holdings
Ltd. under the exit offer.
This brings the total number of Baan shares held by Invensys
Holdings Ltd. as per 19 July 2002 at 242,157,202, constituting
90.6% of the total outstanding share capital in Baan Company N.V.
in liquidatie.
Invensys Holdings Ltd. is extending the offering period of the
exit offer until 16 August 2002, close of Euronext Stock
Exchange, unless further extended.
Shareholders who wish to sell their Baan shares can offer their
shares during the ex-tended offering period, via the Seatholders
Euronext Amsterdam through which they hold their shares, to ABN
AMRO Bank N.V., Amsterdam, in which case Invensys will be re-
quired to purchase those shares for a sum of E2.85 per share.
The Seatholders Euronext Amsterdam are requested to offer and
deliver the shares to the Necigef account number 009 ISS2,
stating "in favour of account 41.46.27.334". In principle,
payment of the offered price of E2.85 per share will take place
on the third Euronext business day after the delivery to ABN AMRO
Bank N.V. has taken place.
The Seatholders Euronext Amsterdam will receive a commission of E
0.0034 per ten-dered and delivered share (with a maximum of
E10,000 per depot) being paid by Inven-sys. In principle, the
exit bid will therefore be free of brokerage commission for the
Baan shareholders who have accepted the exit bid.
The Authority Financial Markets has granted an exemption from
certain requirements un-der the 1995 Securities Transactions
Supervision Act. The full text of the exemption as well as the
advertisement and all further relevant information are available
at www.baancompanynv.com.
Please contact Duncan Bonfield at Invensys Plc., London, phone
+44 207 821 3529 for any further information or contact:
J.R.W. Figiel
ABN AMRO Bank N.V.
Issuing Institu-tions/Corporate Actions
Telephone: +31 76 579 9486
Holders of securities of Baan registered in the United states
wishing to take advantage of the extended offer should contact:
D.F. King Co., Inc.
Information Agent (US)
Telephone: 800-769-6414
INVENSYS PLC: Notification of Major Interests in Shares
-------------------------------------------------------
Name of Company: Invensys plc
Name of Shareholder: Brandes Investment Partners
The registered holders of the shares in which Brandes Investment
Partners has an interest are approximately 575 custodian banks
unaffiliated with Brandes
Class of security: Ordinary shares of 25p each
Date of transaction: June 28, 2002
Date company informed: July 15, 2002
Total holding following this notification: 485,131,884
Total percentage: 13.9%
Name of contact and telephone number for queries: Victoria
Scarth, Senior Vice President, Corporate Marketing and
Communications 020 7821 3712
Name of company official responsible for making this
notification: Anna Holland, Assistant Secretary
Date of notification: July 15, 2002
LASTMINUTE.COM PLC: Proposed Acquisition of Travelprice.com SA
--------------------------------------------------------------
Proposed acquisition of Travelprice.com SA by the issue of up to
34,645,088 new Lastminute.com shares of 1p each.
Lastminute.com plc, the online provider of travel and leisure
solutions, announced Monday the proposed acquisition of
Travelprice.com SA, one of the largest online travel and leisure
providers in France and Italy.
The acquisition will involve the issue of up to 34,645,088 new
lastminute.com shares in exchange for the outstanding shares and
warrants of Travelprice.com of which 27,999,940 are expected to
be issued at completion and the majority of the balance on or
before 28 February 2003 and places a value on Travelprice.com of
GBP31.9 million (approximately EUR49.6 million)
Highlights of the transaction:
- earnings enhancing (after anticipated synergies and before
goodwill amortization) in the first full financial year following
acquisition
- enhances the continued delivery of operating profit from the
existing French business during the current financial year,
before exceptional integration costs
- provides the opportunity to develop margin and operating
synergies amounting to at least EUR10.0 million annually
- adds an additional EUR10.0 million to Lastminute.com's
available cash
- reinforces Lastminute.com's position as the leading online
travel and leisure group in France
- establishes Lastminute.com as the leading online travel and
leisure group in Italy
- combined with Lastminute.com's leading position in the UK,
confirms Teamwork as the number one travel and leisure group in
Europe
- continues Lastminute.com's consolidation of the online travel
sector in Europe.
Travelprice.com offers customers online access to flights and
package holidays in France, Italy, Spain and Belgium.
Approximately 65.0% of transactions were initiated online during
2001. Sales support is provided from a sophisticated 24 hour/7
day per week call centre based just outside Paris.
During the year to December 31, 2001 flights amounted to 52.4 %
of total transaction value (TTV). Package holidays, both self-
packaged and pre-packaged, amounted to 43.3 % of TTV.
Travelprice.com grew overall TTV from EUR31.4 million in 2000 to
EUR67.3 million in 2001, a growth rate of 114.3 % with sales of
package holidays growing by 179.3 % For the year to December 31,
2001 Travelprice.com achieved gross margins of approximately 9.5
% and a loss before tax and after exceptional items of EUR(23.2)
million.
The restructuring of the Travelprice.com group during the current
financial year has reduced the loss and cash outflow
significantly.
The continued growth in the sales of package holidays has
improved the overall margin to more than 10.5 % as the gross
margins on package holidays are higher than those achieved on
flights. Net assets at December 31, 2001 amounted to EUR7.2
million and cash and financial deposits at June 30, 2002 amounted
to more than EUR10.0 million.
It is proposed that Roland Coutas, the Chief Executive of
Travelprice.com, will join the Executive Committee of Teamwork
with effect from March 1, 2003.
Commenting on the proposed acquisition:
Allan Leighton, Chairman of Teamwork said:
'This major acquisition in France demonstrates our ability to
continue to play a significant role in the consolidation of the
online travel market in Europe.
The powerful combination of Teamwork France and Travelprice.com
brings scale that is unrivalled in the French online travel
market.'
Brent Hoberman, Chief Executive of Teamwork said:
'The combination of Teamwork and Travelprice.com further enhances
Lastminute.com's leadership in both France and Italy. This
broadens our supply base, leverages substantial cost and margin
synergies and provides a significant improvement in the supply
for customers.'
Roland Coutas, Chief Executive of Travelprice.com said:
'We are delighted to become part of the European online market
leader in the travel and leisure sector. It enables us to
leverage the combined business strengths in Southern Europe and
provides a platform for continued significant growth.'
Contact information:
Teamwork:
Brent Hoberman - Chief Executive
Martha Lane Fox - Group Managing Director
David Howell - Chief Financial Officer
Telephone: +44 (0)20 7802 4498
Cazenove & Co. Ltd
Financial adviser to Lastminute.com
Andrew Hodgkin
Telephone+44 (0)20 7588 2828
LASTMINUTE.COM PLC: Acquisition Through Issue of 34,6 MM Shares
---------------------------------------------------------------
Lastminute.com plc announced Monday its intention to acquire
Travelprice.com SA for up to GBP31.9 million (approximately
EUR49.6 million).
The acquisition will involve the issue of a maximum of 34,645,088
new shares in Teamwork plc in exchange for the outstanding shares
and warrants of Travelprice.com.
The acquisition is conditional upon Teamwork shareholders
authorizing the allotment of the new shares at an Extraordinary
General Meeting expected to be held on August 27, 2002, and the
issue and listing of those new shares.
Lastminute.com is an online travel and leisure group, which has
expanded through Europe via organic and acquisitive growth since
formation. As part of this strategy, Teamwork has acquired
Travelselect.com and
Group, in April and June of this year respectively. The
acquisition of Travelprice.com is a continuation of this drive to
achieve strategic expansion.
The directors believe that the combination of these two rapidly
growing businesses will offer significant opportunities for the
enlarged Teamwork group by enhancing its competitive strengths,
increasing economies of scale and providing a better customer
proposition for users.
The acquisition represents a financially attractive opportunity
for Lastminute.com to continue the consolidation of the European
online travel sector and is expected to be earnings enhancing
(after anticipated synergies and before goodwill amortization) in
the first full financial year following completion.
The combination of the businesses reinforces Lastminute.com's
leading online travel and leisure position in both France and
Italy.
According to an independent study issued by Taylor Nelson Sofres
Interactive in June 2002 Degriftour was the number one French
travel site, Lastminute.com the number two site and
Travelprice.com the joint number four site.
The resulting business broadens the supply base, leverages
margins and provides anticipated operating synergies in excess of
EUR10.0 million in the first full financial year following
completion.
To achieve these synergies one-off exceptional costs of
integration, amounting to approximately EUR5.0 million, would be
taken in the financial year to September 30, 2002.
The French business of Teamwork (Teamwork France and Degriftour)
and Travelprice.com, would be merged into a single operating unit
based just outside Paris as soon as possible after completion and
following consultation with staff representatives. The
integration would take place over a 6 month period and would be
led by a joint management integration team from Lastminute.com
France and Travelprice.com.
This team will benefit from the experience gained from the recent
integration of Degriftour, and the recently acquired
Travelselect.com and the Destination Group businesses.
Information on Travelprice.com SA
Travelprice.com is a private company founded in 1995 and has its
headquarters in France.
It is among the leading operators in the online travel markets in
France, Italy, Spain and Belgium. Approximately 65.0 % of
transactions were initiated online in 2001.
In France sales are supported by a sophisticated 24 hour/7day per
week call center based near Paris.
Travelprice.com grew overall TTV from EUR31.4 million in 2000 to
EUR67.3 million in 2001, a growth rate of 114.3 % with sales of
package holidays growing by 179.3 %
For the year to December 31, 2001 Travelprice.com achieved gross
margins of approximately 9.5 % and a loss before tax and after
exceptional items of EUR(23.2) million.
The restructuring of the Travelprice.com group during the current
financial year has reduced the loss and cash outflow
significantly.
The continued growth in the sales of package holidays has
improved the overall margin to more than 10.5 % as the gross
margins on package holidays are higher than those achieved on
flights. Net assets at December 31, 2001 amounted to EUR7.2
million and cash and financial deposits at June 30, 2002 amounted
to more than EUR10.0 million.
During the year to December 31, 2001 flights amounted to 52.4 %
of TTV. Package holidays, both self packaged and pre-packaged,
amounted to 43.3 % of TTV.
Travelprice.com became a full service online travel agency in
August 1999 with websites being opened in Belgium, Italy, Spain,
as well as France, by July 2000.
It is anticipated that Travelprice.com will generate in excess of
9.0 million unique visitors to its websites during the calendar
year 2002. Travelprice.com's shareholders currently comprise
venture capitalists and Management.
Summary financial information on Travelprice.com for the last 2
financial years is as follows:
Year to December 31.
All figures EUR millions.
2001 2000
Total transaction value 67.3 31.4
Gross profit 6.4 3.3
Operating costs excluding
depreciation (26.8) (26.3)
EBITDA (20.4) (23.0)
Depreciation (0.8) (0.5)
Interest paid (0.3) (0.1)
Loss on ordinary
activities before tax (21.5) (23.6)
Exceptional items (1.7) (0.2)
Loss before tax and
after exceptional items (23.2) (23.8)
Comparative figures for the year ending 31 December 1999 have not
been included as they are immaterial.
Terms of the acquisition
The acquisition values Travelprice.com at up to GBP31.9 million
(approximately EUR49.6 million) on the basis of the closing
middle market price of Lastminute.com's ordinary shares as
derived from the daily official list on July 19, 2002, being the
last practicable date before the announcement of the acquisition.
The exchange of shares and warrants in Travelprice.com will be
satisfied by the issue of up to 34,645,088 new shares in Teamwork
of which 27,999,940 are expected to be issued at completion and
the majority of the balance on or before
28 February 2003.
The new Teamwork shares will be allotted and issued credited as
fully paid and will rank pari passu in all respects with the
existing Teamwork shares.
Fifty % of the shares to be issued to Travelprice.com's
shareholders will be subject to a lock-up agreement until 28
February 2003.
The terms of the lock-up provide that these shares may not be
traded for the first 3 months following completion of the
acquisition and are then released from the lock-up progressively
over the remaining 3 months.
Twenty five % of the shares to be issued to the shareholders in
Travelprice.com will be held in escrow at completion against any
claims made by Teamwork under the representations and warranties
contained in the acquisition agreement.
The shareholders may require the escrow agent to sell all or any
of the Teamwork shares held in escrow at any time, provided that
the sale proceeds are retained in the escrow account.
The escrow account will be released in full (other than an
aggregate amount equivalent to outstanding claims) on 1 April
2004.
Lastminute.com operates directly in six European countries and
participates in four international joint ventures, providing
inspirations and solutions for customers at the last minute.
At March 31, 2002 Teamwork had over 5 million subscribers to its
weekly newsletter and had established approximately 10,700
supplier relationships.
Lastminute.com remains the leading independent European travel
and leisure site across nine countries.
The business is based on the idea of matching supply and demand.
Lastminute.com offers consumers opportunities to acquire airline
tickets, hotel rooms, package holidays, entertainment tickets,
restaurant reservations and food delivery, speciality services,
gifts and auctions in the United Kingdom, France, Germany, Italy,
Sweden, the Netherlands, Spain, Australia, South Africa and most
recently Japan.
The travel portfolio of Teamwork has been further supplemented by
the acquisition of Travelselect.com and The Destination Group in
April 2002 and June 2002 respectively.
Summary financial information on Teamwork for the last 3
financial years is as follows:
Year to September 30.
All figures GBP millions.
2001 2000 1999
Total transaction value 124.2 34.2 2.6
Gross profit 17.2 3.3 0.2
Operating costs
excluding depreciation (50.8) (41.4) (4.7)
EBITDA
(33.6) (38.1) (4.5)
Depreciation & goodwill
amortization (23.4) (1.3) (0.1)
Interest received 3.4 3.6 0.1
Loss on ordinary activities
before tax (53.6) (35.8) (4.5)
Benefits of the combined business
The combination of Travelprice.com and Teamwork reinforces
Lastminute.com's leading position in the online travel and
leisure sector in both France and Italy.
This combination creates the opportunity to leverage the scale of
the two businesses and to provide estimated margin and operating
synergies of at least EUR10.0 million in the first full financial
year following completion.
To achieve these synergies one-off exceptional integration costs
of approximately EUR5.0 million are anticipated. These costs
will be in recognised in the accounts of the current financial
year to September 30, 2002.
The synergies would be delivered from the implementation of
proposals in the following areas:
- economies of scale will enable the enlarged French group to
better negotiate terms with suppliers
- after consultation with staff representatives, a review of the
workforce to identify possible savings in a number of areas where
staff duplication would exist, especially at management levels
- the combination into a single operating unit based just
outside Paris.
Management and employees
Pursuant to those proposals it is intended that Roland Coutas,
the Chief Executive of Travelprice.com, will become the Chief
Executive for Southern Europe for Teamwork and will join
Lastminute.com's Executive Committee on 1 March 2003. He will
also be President of the Supervisory Board of the combined French
businesses.
Denis Philipon, the Managing Director of Teamwork France will
remain on Lastminute.com's Executive Committee and will become
Managing Director of the combined French businesses. Marc
Rochet, the Chief Operations Officer of Travelprice.com, will be
responsible for the integration of the two businesses.
Other management positions will be announced in the near future
after a review of the business needs and necessary staff
consultations. They will be selected from the persons best
placed to carry out an extended role in the wider group.
Current trading
Lastminute.com continues to trade in line with expectations for
the seasonally stronger second half of the financial year.
The directors remain confident of continuing business growth and
moving further towards overall group profitability and positive
operating cashflow. The results for Quarter 3, to June 30, 2002,
will be announced on August 7, 2002.
Travelprice.com continues to grow TTV substantially in its
current financial year, especially in the provision of package
holidays to the French market.
The business plan of Travelprice.com anticipates that
Travelprice.com has sufficient funds available in cash to support
the business on a standalone basis through to the delivery of
operational profitability and positive cashflow early in 2003.
The acquisition is conditional upon Teamwork shareholders
authorizing the allotment of the new shares at an Extraordinary
General Meeting expected to be held on August 27, 2002, and the
issue and listing of those new shares.
A notice of Extraordinary General Meeting will be sent to
Lastminute.com shareholders in due course. It is anticipated
that the transaction will be completed by no later than 31 August
2002.
Certain Teamwork shareholders, holding in aggregate 37.1 % of the
issued share capital, have given irrevocable undertakings to vote
in favor of the resolution at the Extraordinary General Meeting.
Based on the idea of matching supply and demand, Teamwork offers
consumers last minute opportunities to acquire airline tickets,
hotel rooms, package holidays, entertainment tickets, restaurant
reservations and delivery, speciality services, gifts and
auctions in the U.K., France, Germany, Italy, Sweden, Spain, The
Netherlands, Australia, South Africa and Japan.
At March 31, 2002, Teamwork had over 5 million subscribers to its
weekly newsletter and had established approximately 10,700
supplier relationships, with companies such as Lufthansa, Air
France, Alitalia, bmi british midland, United Airlines, Virgin
Atlantic Airways, Starwood Hotels and Resorts Worldwide,
Kempinski Hotels, Sol Melia, Six Continents, JMC, Disneyland
Paris, English National Ballet, The Royal Albert Hall, Conran
Restaurants and The Way Ahead Box Office.
Teamwork remains the No 1 independent European travel site across
nine countries (NetValue March 2002).
In June 2002 Travelprice.com was classified by NetValue as the
number three e-tourism site in France and the number two in
Italy.
It increased its coverage by 1.1 % over the previous month.
Travelprice.com ranks as the leading e-tourism site in terms of
growth in customer loyalty with 2.8 million internet visitors in
a month.
Travelprice.com has built important travel relationships with
major airlines, tour operators, car rental companies and hotel
consolidators.
Examples of such relationships are Air France, Lufthansa,
Alitalia, KLM, Holiday Autos and Avis.
In addition it has marketing arrangements with retail brand
leaders and entertainment organizations. Examples of these
relationships include McDonalds, Pepsi Cola, Total, Universal,
Orangina, Loft Story and MTV.
WORLDCOM, INC.: CEO Expects Co. to Emerge From Chapter 11 Soon
--------------------------------------------------------------
WorldCom's chief executive officer John Sidgmore said he is
confident that the embattled telecom company, which succumbed to
bankruptcy last Sunday, would eventually emerge from Chapter 11,
a report from the Independent said.
The company has also promised its customers that its operations
won't be affected in the light of the company's filing of Chapter
11 petition, the paper said.
Mr. Sidgmore said he could see WorldCom coming out of bankruptcy
as early as January after it has decreased at least 75% of its
current debt of more than GBP19 billion, the paper said.
Mr. Sidgmore also clarified that the reorganization of WorldCom
would not lead to liquidation. He said breaking apart would not
help solve WorldCom's crisis, the daily said.
It is reported that even though WorldCom has announced it would
be putting up for sale some of its assets to cut debts, these
would not include its long-distance unit MCI, or its data network
opertion, the paper said.
The prospective disposals are the company's MFS Communications
local telephone business and some parts of MCI's wholesale
business, the daily said.
But analysts are doubtful that WorldCom could come out of
bankruptcy with ease saying that when a company is in bankruptcy
court it will be under the dictates of creditors. They also
believe WorldCom would also find it difficult to sell its assets,
the paper said.
WorldCom's creditors are Royal Bank of Scotland and Lloyds TSB,
which are each owed USD100 million.
The first bankruptcy hearing was held Monday in New York. The
company has asked to continue its operations and have access to a
first USD750 million tranche of the USD2 billion of bank
financing to help it go through reorganization, the Independent
said.
************
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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Copyright 2002. All rights reserved. ISSN 1529-2754.
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