/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/030106.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 Monday, January 6, 2003, Vol. 4, No. 3 Headlines * C Z E C H R E P U B L I C * SKODA: Creditors Committee Approves Sale to Appian Group * F R A N C E * ARIANESPACE: Probe on Flight 157 Delays Rosetta's Launch * I T A L Y * CAPITALIA: Board Approves Internal Dealing Code of Conduct CAPITALIA: Unloads 3.94% Holding in Borsa Italiana CAPITALA: Sells Shares of Capital of MCC for EUR241 MM FIAT SPA: Open to Further Discussions With Colaninno TELECOM ITALIA: Okays Disposal of TE.SS to Accenture * N E T H E R L A N D S * COMPLETEL EUROPE: Announces New Members of Supervisory Board LAURUS NV: Regulator Clears Takeover of Spanish Subsidiary * P O L A N D * METROPOLITAN LIFE: Plans to Exit Operation in Poland * U N I T E D K I N G D O M * AMEY PLC: Announces Board Changes ANITE GROUP: Disposes of Loss-Making German Subsidiary BAE SYSTEMS: Fails to Sell Interest in Astrium Space BRITISH ENERGY: Fails to Pay Power Bill from Teesside Plant CABLE & WIRELESS: To Lay Off Workers in Jamaican Operation P&O PRINCESS: Satisfies DLC Condition of Carnival Proposal MONOTUB INDUSTRIES: Sells Assets, Notifies Members' Liquidation REGUS PLC: Indigo Capital Contemplates Offering Bid SFI GROUP: Reaches Agreement on Revised Banking Facilities SMG PLC: Regulator Invites Evidence on Proposed Disposals =========================== C Z E C H R E P U B L I C ============================ SKODA: Creditors Committee Approves Sale to Appian Group -------------------------------------------------------- The creditors' committee has approved the sale of the remaining 51% ownership in Skoda, formerly known as Skoda Plzen, to U.S. investment Appian Group, according to Prague Business Journal. The transaction, which will see the investment group assume 100% ownership of the engineering company, values the stake at CZK 450 million. The group previously acquired its 49% stake in Skoda from the state debt management agency CKA for CZK 350 million. Skoda, once among the strongest equipment suppliers in Central Europe known to have produced everything from machinery, tools and train cars to turbines and weapons, has struggled to survive since 1989. According to a previous TCR-EU report, the industrial group was forced to file for bankruptcy last year after increased competition and the Czech government's withdrawal of support burdened the company with huge debts. Since 1999, Skoda's management has been scaling down. The group intends to sell its non-core businesses through a rapid restructuring in the hope to save the company and appease creditors. CONTACT: SKODA AUTO A.S. Vaclava Klementa 869 293 60 Mlada Boleslav Czech Republic Phone: +420 326 811 111 Fax: +420 326 811 921 Home Page: http://www.skoda-auto.com E-mail: info@skoda-auto.cz APPIAN GROUP A.S. Na Perstyne 356/12 Prague 1 CZ-110 00 Phone: +420 222 183 111 Fax: +420 222 183 491 E-mail: info@appiangroup.cz Homepage: http://www.appiangroup.cz/en Contacts: Antonin Kolacek, Chairman of the Board of Directors Vasil Bobela, Vice-Chairman of the Board of Directors =========== F R A N C E =========== ARIANESPACE: Probe on Flight 157 Delays Rosetta's Launch -------------------------------------------------------- The inquiry board named by Arianespace, the European Space Agency and France's CNES space agency to investigate the anomaly observed during Flight 157 on December 11, continues to examine the potential impact on preparations for the upcoming mission with Rosetta. The inquiry board will submit its final report to Arianespace on Monday, January 6. Until then, the irreversible operations linked to Rosetta's launch have been suspended - which will result in a launch postponement of several days beyond the targeted date of Sunday, January 12. A new launch date will be announced at the end of the week of January 6, which is to say on Saturday, January 11. Note: Flight 157, launched by loss-making satellite-launching company Arianespace, exploded shortly after take-off from French Guyana last month. The explosion of the rocket, deemed as one of the biggest blows in the history of the European space program, is also considered as a big blow to the consortium's launch towards profitability. The company posted net losses of EUR193 in 2001, but hoped to report profit next year despite further losses for this year. Arianespace, a consortium struggling amidst fierce price competition and huge overcapacity in the space transport market, had hoped the project would allow it to launch at least two satellites with every rocket and to eliminate variants that increase the unit cost of the launchers. ========= I T A L Y ========= CAPITALIA: Board Approves Internal Dealing Code of Conduct ---------------------------------------------------------- The Board of Directors of Capitalia, met under the Chairmanship of Dr Cesare Geronzi, approved the Code of Conduct covering Internal Dealing, in compliance with the regulatory provisions issued by Borsa Italiana. It will come into effect on 1st January 2003. The approved Code contains some provisions which are stricter than those issued on the subject by Borsa Italiana, in order to satisfy the interest of the market in having the fullest and most accurate information possible concerning these arrangements. The Code is characterised by the following main elements: (i) Halving of the "Significance" threshold to EUR125,000 (from the EUR 250,000 laid down by the Borsa Italiana) for "Significant Dealings" by Significant Persons to be disclosed to the market without delay and within two stock exchange working days from receipt of the information. The EUR 50,000 threshold for operations effected by Significant Persons remains in force, to be disclosed to the market quarterly, by the tenth stock exchange working day following the last day of the quarter; (ii) Exercise of option rights relating to the Financial Instruments defined in the Code are also subject to disclosure; (iii) Regular updating on the CAPITALIA Internet site of the volume of Financial Instruments issued by Capitalia owned by each Company Officer or Auditor and by the Capitalia General Manager, set against the data for the end of the previous solar quarter and with details of the dealings carried out in the current quarter; (iv) "Significant Persons" are prohibited from carrying out dealings (excluding stock options) during the following blocking periods: - the 15 days preceding approval by the Board of Directors of the quarterly results for each financial period of Capitalia and FinecoGroup; - the 30 days preceding approval by the Board of Directors of the yearly draft balance sheets and six-monthly reports of Capitalia and FinecoGroup; The Managing Director and the General Manager have the right, separately or jointly, to limit or forbid dealings linked to particular events. Finally, the Board of Directors decided to submit to the Shareholders' Meeting called to approve the balance sheet as at 31 December 2002, the confirmation of the appointment of Reconta Ernst & Young for the accounts audit of the individual and consolidated balance sheets for the three years 2003/2005, as well as for the six-monthly individual and consolidated reports at 30 June 2003, 2004 and 2005. CAPITALIA: Unloads 3.94% Holding in Borsa Italiana -------------------------------------------------- Capitalia sold a 3.94% holding (639,832 shares) in Borsa Italiana to other Italian Banking Institutions on December 23. The sale (at a price of EUR60 per share) will yield a capital gain of EUR 29.3 million. After the sale, the Capitalia Group will still retain a 5% participation in Borsa Italiana and a representative on its Board of Directors. Note: Early in November, Moody's Investors Service downgraded to C from C+ Capitalia Spa's financial strength rating. While noting that the then-named Banca di Roma group benefited from its integration with Bipop-Carire group, the rating agency said it expects the bank's credit profile to continue to suffer from legacy issues. The rating agency noted in addition, difficulties in economic condition, increased competition, difficulties in integration, and the bank's ability to generate improvements. Last month, the company announced its intention to sell 135 branches for EUR800 million, and an additional 10 branches located in the South of Italy as part of the rationalization of its branch network. CAPITALA: Sells Shares of Capital of MCC for EUR241 MM ------------------------------------------------------ Capitalia announces that, in implementation of the agreements made public on 23 July 2002, the sale of 20.10% of the capital of MCC has been completed at a price of 12.63 euros per share for a total amount of EUR241 million with a net gain of around EUR112 million, to be accounted during the present financial period. This sale represents the first phase of the process of opening the capital of MCC to strategic partners, in the framework of a wider plan aimed at a stock exchange listing of MCC by 2005. As already announced, the groups that will acquire shareholdings in MCC include: Fininvest (3%); Telecom Italia (3%); Toro Assicurazioni, through Lloyd Italico Assicurazioni (3%); Hopa (3%); Parmalat (1,5%); Francesco Angelini, through International Finaf 2000 (1%); Colacem (1%); Italmobiliare (1%); Lamaro Group, through the Cinecitt. Centro Commerciale company (1%); Marchini Group, through the Astrim company (1%), and Technogym, through Finwellness SA (0.5%). The Radici Group, with l.1% through M. & M. Holding, was later added to this list. Matteo Arpe, General Manager of Capitalia and Managing Director of MCC took up a shareholding of 0.10% on the same terms and conditions. After this operation, Capitalia's shareholding in MCC amounts to 79.9%. Capitalia also announces that, in implementation of the agreements made public on 4 and 5 December, the disposal to various Italian banks of 145 branch offices all over Italy has been completed. These branches employ 1139 people. The net gain arising from this transaction amounts to EUR378 million and will be brought to account during the 2002 financial period. A firm agreement with union representatives was reached on 28 December as a result of this operation. This concludes the first phase of sales (involving shareholdings in other companies such as Borsa Italiana, Banca Finnat Euramerica, Finaref, UniEuro, Cedel, Monte Titoli) and rationalisation in line with the Business Plan approved on 1 October 2002 by the Board of Directors. The total countervalue exceeds ?1400 million, with an overall income statement effect on the 2002 financial period of around EUR650 million. FIAT SPA: Open to Further Discussions With Colaninno ---------------------------------------------------- Fiat's founding family and creditor banks will not rule out further discussions about former Telecom Italia chairman Roberto Colaninno's rescue plan, says the Financial Times. The Agnelli family and the banks had asked for further details of the proposed EUR4 billion package after Mr. Colaninno presented his offer. According to the report, the former Telecom Italia head wanted to take control of the company and sell off most of the non- carmaking businesses of the group. A later report of the Wall Street Journal citing people familiar with the situation said, Mr. Colaninno's group wanted to buy 30% of Fiat, cutting the stake of the Agnelli family to about 20% from 30%. The report further says that the assets Colaninno wanted to unload include an insurer and an aircraft parts maker. The entrepreneur reportedly aims to raise at least EUR4 billion from the sale, which he plans to reinvest in Fiat Auto. But the bid is yet to be approved by Fiat's creditor banks as well as by General Motors, the US carmaker, which owns 20% of Fiat's car operations. The Financial Times says General Motors' view is still unclear. Fiat has embarked on a series of asset disposals this year in order to meet loan covenants and reduce borrowings amidst low sales. CONTACT: FIAT SPA 250 Via Nizza 10126 Turin, Italy Phone: +39-011-686-1111 Fax: +39-011-686-3798 Toll Free: 800-804027 Home Page: http://www.fiatgroup.com/e-index.htm Contact: Paolo Fresco, Chairman and Co-CEO Alessandro Barberis, Co-CEO TELECOM ITALIA: Okays Disposal of TE.SS to Accenture ---------------------------------------------------- Telecom Italia initialed an agreement with Accenture for the disposal of 100% of TE.SS, the company that operates the administrative activities concerning the management of Telecom Italia Group's personnel. The sale price is equal to approximately 8 million euros. This deal, which falls under the program to dispose of Telecom Italia Group non-core activities, is subject to approval by the relevant Antitrust authorities. Following this agreement TE.SS shall continue to conduct operations for the Telecom Group, guaranteeing continuity of services of the highest order and ensuring protection of privacy enhanced by the innovation and management abilities that an international Group of Accenture's pedigree can offer. This move is a further example of Accenture's strategy of expanding and developing its business ventures in services where it can leverage its technological and managerial skills. This particularly applies to HR services, in which the company operates through Accenture Human Resources Services and its 2,000 plus employees. ===================== N E T H E R L A N D S ===================== COMPLETEL EUROPE: Announces New Members of Supervisory Board ------------------------------------------------------------ Completel Europe N.V. has appointed members of the Supervisory Board of Directors. The new Supervisory Board is now composed of the following outside members: M. Jean-Marie Descarpentries, President of the Board of Sidel, and former CEO of Carnaud Metalbox and Bull; M. Duncan Lewis, former President and CEO of GTS Inc. and Managing Director of Equant N.V.; M. Jean-Pierre Vandromme, Chairman, President and CEO of Ventelo; M. Dominique Vignon, Chairman of the Board of Directors of Gemplus Card International and former Chairman and CEO of Framatome and members representing historical shareholders who reinvested in the Company; M. James C. Allen, member of the Board since March 2000, is Investment Director and member of Meritage Investment Partners LLC and former President and CEO of Brooks Fiber Properties Inc.; and M. Lawrence F. DeGeorge, member of the Board since 1998, is President and CEO of LPL Investment Group Inc. Jerome de Vitry, President and CEO of Completel Europe N.V. commented : "The new directors will provide Completel with their experience of leaders of large multinational groups, as well as famous companies in the telecom sector. New independent directors along with shareholders representatives will guarantee the efficiency of the Supervisory Board. We're pleased to benefit from the great competence from the new members and we thank them for joining our supervisory board. This will support the future development of Completel as a leading alternative operator in France." Completel is a facilities-based provider of fibre optic local access telecommunications and Internet services to business end- users, carriers and ISPs with activities predominantly located in France. CONTACT: COMPLETEL EUROPE NV Tour Egee, 9-11 allee de l'Arche, 92671 Courbevoie Cedex, France Phone: +33 1 72 92 20 00 Home Page: http://www.completel.com COMPLETEL EUROPE NV Blaak 16 3011 TA Rotterdam The Netherlands Phone: +31 10 43 00 844 Investor Contact: Catherine Blanchet, Director of Investor Relations Phone: +33 1 72 92 20 32 E-mail: ir@completel.fr LAURUS NV: Regulator Clears Takeover of Spanish Subsidiary ---------------------------------------------------------- The European Union Commission has cleared the proposed takeover by CVC Capital Partners Ltd. of El Arbol, the loss-making Spanish subsidiary of Laurus NV. Under the deal, Laurus will provide the UK venture capitalist loans of around EUR54 million to revive the operation of the struggling unit which operates 670 supermarkets and cash-and- carry stores in Spain. The subsidiary posted a loss last year after an aggressive strategy initiated by the parent company failed to boost sales. For the first half of 2002, El Arbol's sales in Spain fell 15% to EUR377 million, while the operating loss was EUR15 million compared with a EUR37 million loss a year earlier. Sales slackened after the company disposed and closed a total of 62 small and unprofitable stores. The decision of the Commission is seen to help Laurus focus on the recovery of its Dutch and Belgian supermarkets, according to Dow Jones. Casino, the majority owner of Laurus, welcomed the decision, according to the report. CONTACT: LAURUS NV Parallelweg 64, P.O. Box 175 5201 AD Hertogenbosch, The Netherlands Phone: +31-73-622-3622 Fax: +31-73-622-3636 Homepage: http://www.laurus.nl/bis/page-1-2.html Contacts: J.G. Bruijniks, Chairman and Chief Executive Officer Kenaad Tewarie, Finance CVC CAPITAL PARTNERS LIMITED Hudson House, 8-10 Tavistock St. London WC2E 7PP, United Kingdom Phone: +44-20-7420-4200 Fax: +44-20-7420-4231 Homepage: http://www.cvceurope.com Contacts: Michael D.C. Smith, Chairman Mark Grizzelle, Group Finance Director EL ARBOL FOUNDATION PO BOX 5093 1380 GB Weesp The Netherlands Phone: +31 (0)6-51081321 Giro: 7787115 Homepage: http://www.elarbol.nl/elarboleng.html Contacts: Ms. Saskia van Vuuren, Chairwoman Mr. Julio Garcia, Secretary =========== P O L A N D =========== METROPOLITAN LIFE: Plans to Exit Operation in Poland ---------------------------------------------------- Insurer Metropolitan Life is terminating its activity in Poland after losing PLN 40 million (US$10.4 million) in the last three years. MetLife is one of the largest insurers in the U.S., offering life and property & casualty insurance (including home and auto coverage), as well as savings, retirement, and other financial services for groups and individuals. Three other insurers, Garda Life, Partner, and Wuestenrot also indicated an intention to withdraw their operations from the country by the end of 2002 due to a gloomy profit prospect in the region. The four insurers will exit with a total of PLN100 million (US$26 million) in losses. According to the Warsaw Business Journal, the Swedish financial group SEB, co-owner of Garda Life and Partner, said the operational field for SEB is too narrow for the firm to generate profits. SEB also laments the loss of investments in its affiliated insurers due to the inability of their shareholders to sell their stakes. CONTACT: METROPOLITAN LIFE INSURANCE COMPANY 1 Madison Ave. New York, NY 10010 Phone: 212-578-2211 Fax: 212-578-3320 Toll Free: 800-638-5433 Home Page: http://www.metlife.com Contact: Robert Benmosche, Chairman, President and CEO =========================== U N I T E D K I N G D O M =========================== AMEY PLC: Announces Board Changes --------------------------------- The Board of Amey announces that Brian Staples, Chief Executive, will leave the Group at the end of February 2003 upon completion of certain projects. Mel Ewell, currently the Group Operations Director, is appointed Chief Operating Officer with immediate effect. He will work alongside the acting Group Finance Director, Eric Tracey, and with him, report directly to Amey's Chairman, Sir Ian Robinson. Note: The Scotsman reported Friday that out-going Amey Chief Executive Brian Staples will receive a six-month pay-off worth GBP287,000. This severance deal comprises GBP202,000 in salary and GBP85,000 in pension contributions and is half the amount Mr Staples had been entitled to under his contract. It will also be paid monthly so that if Mr Staples gets a job within the six-month period, then payments will cease. Further reports said news of his departure has sent Amey's shares 13 per cent higher and came just two days after the company was finally awarded a GBP4.4bn contract to take over part of London Underground as a member of the Tube Lines consortium. Meanwhile, Amey's statement to the Stock Exchange indicates that Mel Ewell, currently group operations director, had been appointed chief operating officer with immediate effect. He will report direct to Sir Ian Robinson, who moves from non-executive chairman to full-time executive chairman, The Scotsman said. CONTACT: AMEY PLC Sutton Courtenay Abingdon, Oxfordshire OX14 4PP, United Kingdom Phone: +44-1235-848-811 Fax: +44-1235-848-822 Homepage: http://www.amey.co.uk Or Anthony Cardew, CardewChancery Tel: 020 7930 0777 Pager: 07659 550465 ANITE GROUP: Disposes of Loss-Making German Subsidiary ------------------------------------------------------ Anite Group plc, the worldwide IT solutions and services company has agreed to sell its loss-making German subsidiary, Anite Consulting GmbH, previously known as GMO and part of its Consultancy division, to its management team for a nominal consideration. The majority of Anite's Consultancy division in the region, including Anite Systems, Anite Deutschland, GMO-MC and Anite Austria, (together representing some 82% of the total reported turnover in Austria and Germany) is being retained and continues to perform in line with expectations. The disposal is consistent with Anite's strategy to accelerate its plans to focus its international consultancy based businesses on its chosen business sectors of public sector, travel, telecoms and finance, and to leverage opportunities provided by its strong offering of applications developed by its core UK businesses. Completion is expected to take effect on 1 January 2003. ACG, a specialist ERP (SAP) consultancy serving the manufacturing sector, has offices in Berlin, Hamburg and Stuttgart, Germany, and employs around 130 people. The performance of the business has recently been disappointing culminating in it reporting losses in the most recent trading periods, with little prospect of an immediate return to profitability in light of the slowdown in the German economy. As was indicated at the time of the Anite's interim results announcement on 11 December 2002, the German consultancy market is under extreme pressure with an over-supply of services and shortening contract cycles combined with pricing pressure. ACG reported losses of GBP1.5m (before interest, goodwill and Anite central costs but including restructuring costs) on turnover of o3.4m in the six months to 31 October 2002 which were included in Anite's interim results for that period, announced on 11 December 2002. These numbers will be shown as a discontinued activity in Anite's future results. The net loss on disposal under FRS3 including goodwill written off will be approximately GBP14m. The net cash outflow in respect of the disposal totals approximately GBP980,000: (i) At completion Anite will pay ?3m to ACG for the assumption by Anite of tax losses of ACG, under an existing obligation resulting from an inter-company agreement entered into for routine German group tax relief purposes. At the same time, ACG will repay EUR2.3m of intra-group debt to the Anite Group; (ii) Anite will make a payment of EUR750,000 in three equal tranches in the three months to May 2003 primarily in respect of Anite's commitment to bear certain restructuring costs of ACG. As indicated at the time of the interim results, overall the Consultancy division continues to benefit from its application and management support contracts in Germany as well as an increase in public sector contracts won through the German armed forces. Anite's business with the European Space Agency in Germany has also performed well with sales up 10% compared with 2001, and orders up by 60%. In addition, over 100 of the division's consultants (mostly in Germany) are linked to long- term contracts with customers - resulting in a variable cost structure. John Hawkins, Chief Executive of Anite Group plc, commenting on the disposal, stated: "We are delighted to have agreed the sale of ACG to management. The decision to make the disposal was taken in the light of advice that the costs, including redundancy payments, of closing down the ACG business would have been substantial. "The disposal will enable Anite to focus its management and resources in Germany on developing the faster growing and higher margin elements of its Consultancy division." CONTACT: ANITE GROUP PLC Phone: 0118 945 0129 Contact: John Hawkins, Chief Executive Neil Bass, Group Financial Controller Ian Tait, Managing Director of International Operations Weber Shandwick Square Mile Phone: 020 7067 0700 Reg Hoare/Sara Musgrave Home Page: http://www.anite.com BAE SYSTEMS: Fails to Sell Interest in Astrium Space ---------------------------------------------------- The agreement for the sale of BAE SYSTEMS' interest in the Astrium space joint venture to EADS, announced on 25 July 2002, has lapsed without the sale having been completed. BAE SYSTEMS and EADS have agreed to resume sale discussions in the New Year, however, despite the fact that Astrium''s trading environment has continued to deteriorate during the second half of 2002. BRITISH ENERGY: Fails to Pay Power Bill from Teesside Plant ----------------------------------------------------------- Nuclear generator British Energy failed to pay its November bill for power taken from the Teesside power station, the 1,875- megawatt gas-fired power plant in northern England. British Energy takes 12% of the power from the Teesside power station under a long-term power purchase agreement. A British Energy spokesman confirmed the information obtained from a source by Dow Jones. The source wasn't able to give the exact amount of the payment due, but a U.K. power trader interviewed estimated the bill to be at least GBP3 million. The trader also commented that British Energy, which has a GBP460 million government loan, should have used the amount to honor contracts such as the bill to the power station. British Energy spokespeople were not able to react to the statement, as they were not available for immediate comment, says the report. The spokesman who confirmed the company's failure to pay the bill, meanwhile, added that the management is "in the process of negotiating standstill agreements for a number of our PPAs (longterm power purchase agreements). He also said that these discussions will continue. CONTACT: BRITISH ENERGY PLC 3 Redwood Crescent, Peel Park East Kilbride, Strathclyde G74 5PR, United Kingdom Phone: +44-135-526-2000 Fax: +44-135-556-5656 Homepage: http://www.british-energy.com CABLE & WIRELESS: To Lay Off Workers in Jamaican Operation ---------------------------------------------------------- Some 40 employees in Cable & Wireless' Jamaican operation will be laid off this week as part of the British telecommunication's regional restructuring. The job slash, which will mostly affect the company's purchasing department, comes on the heels of 140 job cuts the unit eliminated from its 2,300 workforce in August. Cable & Wireless is streamlining its London-based operation, and the layoffs are a result of this plan, says Cable & Wireless Jamaica spokesman Errol Miller. Meanwhile, the Jamaican Supreme Court recently ruled that the government's 2000 Telecommunications Act unfairly granted the London-Based firm exclusive access to Jamaica's long-distance telephone market. InfoChannel Ltd. raised the constitutional question in November last year, accusing Cable & Wireless of barring its customers from placing international calls over the Internet. The ruling, according to the paper, could have huge implications for Jamaica's telecom sector and could ultimately open the island's long-distance market to domestic and international competitors. It also could result in the paying out of millions of dollars to InfoChannel, which says it loses US$100,000 for every month it's barred from providing its long-distance service. Solicitor General Anthony Hylton said the government will appeal the court's decision when the court reconvenes. CORDIANT COMMUNICATIONS: Group Directors Disclosure --------------------------------------------------- Cordiant Communications Group plc (NYSE:CDA) wishes to advise that Mr Andrew Boland, Group Finance Director, who was appointed to the Board on 1 January 2003, has no details to be disclosed pursuant to Rules 6.4 (a) and (b) of the FSA Listing Rules. Mr Boland holds options over a total of 150,152 shares in the company. Further to the announcement on 26 November 2002, regarding Board succession, Mr Art D'Angelo's effective resignation date from the Cordiant Board is 3 January 2003. Prior to his resignation Mr D'Angelo exercised options over 298,184 shares in the company. P&O PRINCESS: Satisfies DLC Condition of Carnival Proposal ---------------------------------------------------------- P&O Princess Cruises let its joint venture agreement with Royal Caribbean Cruises expire, satisfying one of the two remaining pre-conditions to the dual listed company proposal from Carnival Corporation. In October, the London-based P&O Princess announced its intention not to renew the joint venture, which expires January 1, after preferring Carnival's offer over the previous merger deal with Royal Caribbean. The expiration of the contract came at no cost to P&O Princess, who already paid Royal Caribbean a US$62.5 million break-up fee for the dumping of the original merger deal. After satisfying the first condition, observers now expect P&O Princess to take the final step of the transaction, which is to issue a formal recommendation for shareholders to approve the US$5.19 billion takeover of Carnival. The final pre-condition has a deadline that must be satisfied by January 10. According to AFX, after the recommendation and the documentation review of the Securities and Exchange Commission in the US and the U.K. Listing Authority, documents setting out further information on the DLC proposal and seeking shareholders' approval would be posted to P&O Princess and Carnival shareholders in late February or early March 2003. Afterwards, shareholder meetings for both companies would be held some four weeks later and completion of the transaction would take place, subject to shareholder and regulatory approval, in late March or early April 2003. MONOTUB INDUSTRIES: Sells Assets, Notifies Members' Liquidation --------------------------------------------------------------- The Board announces that the Company has entered into a contract, conditional upon shareholder approval, to sell its intellectual property, tooling, and certain other assets to Titan Washing Machine Limited, a company controlled by Mr Martin Myerscough. It is also announced that a resolution will be put to place the Company into Members' Voluntary Liquidation following the passing of which the Board will apply for cancellation of dealings in the Company's Ordinary Shares on AIM. This announcement also contains the interim accounts for the period ended 30 September 2002. Background New Directors were appointed to the Company in March 2002 with the primary objective of resolving the technical and commercial problems that the Company faced. Since then, the technical problems with the Titan have been overcome. This left the commercial problems and in particular the significant cost involved in bringing the machine into production, the limited resources available to the Company to achieve this, the extremely poor conditions for the Company and the markets generally to raise further equity capital and, therefore, the need to identify and complete negotiations with commercial partners. Since March a significant number of initiatives have been undertaken to try to bring the Titan into production. These have involved extensive negotiations with manufacturing and commercial partners. When these efforts proved unsuccessful it became necessary to consider alternatives, including the sale of the Company itself or its intellectual property. An extensive marketing exercise was undertaken, interest was shown by a number of parties and offers were received. However, none of these offers would have enabled an immediate material return to be made to shareholders. With the very limited resources now available to the Company, the Directors have decided that it would not be in the best interests of the shareholders to continue in what so far has proved to be a fruitless endeavour. The Board also considered whether it would be in shareholders' interests for the Company to be used as a cash shell and decided that as: a) there is a very limited amount of cash in the Company, and b) there is a possibility, although unlikely, that payments will arise from exploitation of the Titan intellectual property, this was not an appropriate route to follow. Contract with Titan Limited The Board therefore decided to enter into negotiations with Mr Martin Myerscough, the founder of the Company and a significant shareholder. He had previously indicated that he was prepared to take over the further development of the Titan in a new private company, Titan Limited, that he controls. The Board, having consulted with its advisors, has therefore agreed to sell to him all the intellectual property, certain of the tooling and certain other assets of the Company relating to the Titan for a consideration of GBP1, the provision of an indemnity in respect of certain potential creditor claims and certain other liabilities and the payment to the Company of deferred consideration of GBP4 per machine sold. The Company's right to receive deferred consideration is protected by an assignment back to the Company of intellectual property for a period of 15 years. Included in the contract is an indemnity from the Company in favor of Titan Limited in respect of any liability for employees of the Company. Mr Myerscough and certain co-investors he has identified are together funding Titan Limited in the sum of GBP250,000 to move the Titan project forward. Given Mr Myerscough's involvement with the Company, the Board decided that the contract with Titan Limited should be subject to shareholder approval. Members' Voluntary Liquidation The cash assets of the Company, after the discharge of the final creditors and contractual obligations, represent less than 0.5p per share. If Titan Limited is successful, the deferred consideration could represent a significant inflow of cash to the Company. Your Board therefore concluded that the best way of ensuring that this value was distributed to shareholders in as efficient a manner as possible was that the Company should be placed into Members' Voluntary Liquidation. Under this procedure the Company continues but does not trade and a Liquidator is appointed who is tasked with the agreement and settlement of any remaining creditor claims, handling of the cash that is received and distributing it to shareholders pro rata to their shareholding. The Board have put in place arrangements such that the liquidation and company registrar running costs of the Members' Voluntary Liquidation should not exceed o15,000 plus VAT and disbursements per annum on average, which means that the current resources provide at least three years during which the success or otherwise of Titan Limited in exploiting the Titan will become apparent. If and when the Company receives any cash from the deferred consideration, this can be distributed to shareholders as a capital distribution up to the paid-up capital of the Company of GBP12 million. A circular to shareholders providing information on these matters and convening an Extraordinary General Meeting is being posted today. To see Monotub Industries' Financial Results: http://bankrupt.com/misc/Monotub.htm REGUS PLC: Indigo Capital Contemplates Offering Bid --------------------------------------------------- Roberto Woldenberg, the managing director of Indigo Capital, confirmed Thursday that the New York investment firm was considering a bid for Regus, the troubled office supplier. According to Times Online, Mr. Woldernberg believes that the property group, which was rescued from bankrucpty last month, has "hidden value." Venture capital firm Alchemy had rescued the office supplier by providing GBP57 million in cash in exchange for a 58% stake in the company's U.K. subsidiary. Indigo Capital had earlier increased its stake in the Regus to nearly 12%. It is noted that Indigo has been raising its stake in Regus directly, as well as through an arrangement which centers on a type of derivative known as a "contract for difference." The scheme gives the buyer the same rights with shareholders, without passing through the Stock Exchange. Indigo has made the transaction with the money broker Cantor Fitzgerald, which admitted to the Stock Exchange it had bought 26 milion shares in Regus, bringing its total stake to about 11%. Regus once had a market capitalization of more than GBP2 billion. Its trouble can be attributed to its commitment to long-term leases, while offering customers shorter-term lets, making it vulnerable to adverse economic cycles. CONTACT: INDIGO CAPITAL LIMITED 25 Watling Street London EC4M 9BR England Phone: +44 (0)20 7710 7800 Fax: +44 (0)20 7710 7777 E.mail: info@indigo-capital.com Home Page: http://www.indigo-capital.com/ REGUS PLC 3000 Hillswood Dr. Chertsey, Surrey KT16 0RS, United Kingdom Phone: +44-1932-895-500 Fax: +44-1932-895-501 Homepage: http://www.regus.com Contact: Mark Dixon, CEO and Director John Mlynski, Chief Operations Officer Stephen Stamp, Group Finance Director SFI GROUP: Reaches Agreement on Revised Banking Facilities ---------------------------------------------------------- On 21 October 2002, the Company reported that its bankers had granted temporary waivers in relation to certain breaches of its banking facilities and that it was working constructively with them towards implementing revised facilities, which were expected to be in place around the end of the calendar year. On 12 November 2002, the Company announced that a number of material conclusions had then been reached in relation to a full review of the Group's financial position being carried out by Tim Andrews, the Finance Director, and assisted by PricewaterhouseCoopers. It was also announced that Andrew Latham, the Chief Executive, was conducting a full strategic review of the Group, again assisted by PricewaterhouseCoopers. In the circumstances, the dealings in the Company's shares were suspended pending the conclusion of the financial and strategic reviews and clarification of its financial position. The Board is now providing an update to shareholders in relation to these matters. FINANCIAL REVIEW Good progress is being made on the review of the Group's financial position, which will now also include a revaluation of the Group's property portfolio by external advisors in the New Year. Final conclusions on the matters arising from the review have yet to be reached. The material conclusions, which have already been reached in relation to the review, are of great concern to the Board, as they will also be to shareholders. Accordingly, the Board has instructed its solicitors, Simmons & Simmons, to undertake a full investigation into the matters raised in the announcement of 12 November 2002. STRATEGIC REVIEW Work continues on the full strategic review of the Group and in the meantime the Company is continuing its disposal programme of non-core and under performing assets consistent with its objective of reducing gearing. REVISED BANKING FACILITIES The Board is pleased to announce that it has agreed revised facilities with its bankers. The agreement continues to provide facilities of o133.8 million to June 2005 on revised repayment and other terms. A working capital facility of GBP7.5 million has also been agreed which is due to be repaid by 31 May 2003 which is in addition to the existing overdraft facilities of o10 million. Certain of the terms and conditions of the revised facilities are to be reviewed by the Company and its bankers during the course of 2003. The Company's bankers may elect by 25 June 2003 for their revised facilities fees to be settled (in whole or part) by warrants for up to 3,749,568 ordinary shares of the Company. The warrants may be exercised in the period from the effective date of the revised facilities to 27 June 2005 at GBP0.25 for each warrant. SUSPENSION OF SHARES Dealings in the Company's shares are currently suspended pending conclusion of the financial and strategic reviews and clarification of its financial position. Whilst the Board wishes trading in the Company's shares to resume as soon as possible it believes that, in the present circumstances, it is appropriate for the shares to remain suspended pending such conclusion and clarification. BOARD As previously announced, the Board is seeking to appoint a new Chairman. Good progress has been made in this respect and it is expected that an appointment will be announced in the New Year. Andrew Latham, Chief Executive commented: 'The Company has been through a very difficult period but we are pleased that negotiations have concluded positively with our bankers. The Board recognizes that, in the short term, the Company faces many challenges in 2003 which we are fully committed to address. Some important initial steps have already been taken to return the Group to a more stable footing.' CONTACT: College Hill Phone: 020 7457 2020 Justine Warren James Henderson SMG PLC: Regulator Invites Evidence on Proposed Disposals --------------------------------------------------------- Melanie Johnson, DTI Competition Minister, has asked the Competition Commission to look into the proposed transfer to Gannett U.K. Limited of The Herald, Sunday Herald and Evening Times newspapers, currently published by SMG. The Commission will consider whether the acquisitions may be expected to operate against the public interest. The Commission has been asked to report to the Secretary of State on the proposed acquisitions by 10 March 2003. The report will be published at a later date. The Commission would like to hear from all interested parties, in writing, by 8 January 2003. To submit evidence, please write to: The Inquiry Secretary (SMG/Gannett) Competition Commission New Court 48 Carey Street London WC2A 2JT Or email: Kylie.chapman@competition-commission.gsi.gov.uk A group of Commission members is being formed to investigate this merger. Their details will be announced on the Commission's inquiry website (http://www.competition- commission.org.uk/inquiries/smg.htm) shortly. The reference concerning the proposed acquisition by Gannett UK of the SMG newspapers was made under the Fair Trading Act 1973 (sections 57-62) on 10 December 2002 (see DTI press Notice P/2002/786). Further information can be found on the Commission's website http://www.competition-commission.org.uk/inquiries/smg.htm ************ S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Kimberly MacAdam, Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee Gonzales, Editors. Copyright 2003. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. 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