/raid1/www/Hosts/bankrupt/TCREUR_Public/030206.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
Thursday, February 6, 2003, Vol. 4, No. 26
Headlines
* F R A N C E *
ALCATEL: Reports Fourth Quarter and Annual 2002 Results
ALCATEL: Alcatel Optronics Posts EUR32.4 MM Loss
FRANCE TELECOM: Sells Its Stake in Eutelsat to Eurazeo
METALEUROP NORD: Receives Funding From Regional Authorities
VIVENDI UNIVERSAL: Closes Sale of Consumer Press Division
VIVENDI UNIVERSAL: Fires Canal-Plus Head - Financial Times
VIVENDI UNIVERSAL: Employees to Demonstrate at HQ Thursday
VIVENTURES II: Investors in Takeover Talks With VUN Over Fund
* G E R M A N Y *
ALLIANZ GROUP: To Integrate Lead Brands, Save Up to EUR5 MM
FAIRCHILD DORNIER: May Face in-Depth Examination by Commission
KIRCHMEDIA GMBH: May Sell ProSiebenSat.1 Media Soon
* G R E E C E *
OLYMPIC AIRWAYS: Greece Cuts Short Negotiation With Restis
* I T A L Y *
FIAT SPA: In Talks to Sell Aeronautics Division to Snecma
* N E T H E R L A N D S *
JOMED N.V. Raises EUR 5 Million in Short-term Financing
O2 NEDERLAND: Still Up for Sale, MM02 in Talks With Bidders
* R U S S I A *
METROMEDIA INTERNATIONAL: Hires CEA to Sell Cable TV and FM Radio
* S W E D E N *
INTENTIA INTERNATIONAL: Posts Operating Loss of SEK3 MMM in 2002
SKANDIA: Financial Effects of SKR 400-600 Million Hit Results
* U N I T E D K I N G D O M *
ABBEY NATIONAL: May Be Forced to Write Down Value of Insurers
ABBEY NATIONAL: Reaches Agreement on Sale of First National
ASW HOLDINGS: Thamesteel Acquires Asset Under Receivership
BAE SYSTEMS: Considers Closing Some Pension Schemes
BOOTS GROUP: Consults Staff About Closure of Airdrie
BRITISH ENERGY: Appoints Mike Alexander New Chief Executive
BUZZ: Expect Closure if Pilot Strike Pushes Through -- Ryanair
COMPASS GROUP: Announces Completion of Assets Sale
MIDLAND SCOTTISH: Announces Recommended Offer by Devonshire
MYTRAVEL GROUP: To Consult Employee, Redundancies Could Be Up
THOMAS POTTS: EGM to Authorize Cancellation of AIM Listing
TRINITY MIRROR: Rejects Bid, Might Shakeup Scottish Title
===========
F R A N C E
===========
ALCATEL: Reports Fourth Quarter and Annual 2002 Results
-------------------------------------------------------
- Fourth-quarter sales up 28% sequentially with Income from
Operations at EUR 20 million
- Sixth consecutive quarter of positive Operating Cash Flow
- 2002 EPS registered at EUR (3.99) vs. Euro (4.33) in 2001
The Board of Directors of Alcatel reviewed and approved fourth-
quarter and full-year 2002 results. Fourth-quarter sales
increased sequentially by 28.5% to Euro 4,508 million. Income
from operations was registered at Euro 20 million, and net loss
at EUR 1,119 million or diluted EUR (0.93) per A share ($ (0.98)
per ADS).
Sales for full-year 2002 amounted to EUR 16,547 million. Loss
from operations was registered at EUR 727 million and net loss at
EUR 4,745 million or diluted EUR (3.99) per A share ($ (4.18) per
ADS) compared to a diluted EUR (4.33) per A share ($(4.54) per
ADS in the previous year.
Financial highlights of Alcatel's report can be viewed at this
URL: http://bankrupt.com/misc/AlcatelFinancial.htm
ALCATEL: Alcatel Optronics Posts EUR32.4 MM Loss
------------------------------------------------
Alcatel Optronics reported fourth-quarter and full-year results
on Monday. Fourth-quarter sales were down sequentially by 18.5%
to EUR 10.6 million. Loss from operations was registered at EUR
(32.4) million. Net loss amounted to EUR (115.5) million.
Sales for full-year 2002 amounted to EUR 84.1 million compared to
EUR 470.4 million in 2001. Loss from operations was registered at
EUR 171.4 million and net loss amounted to EUR 418.8 million.
Alcatel Oprtonics' key figures for its fourth quarter and full
year results can be viewed at this URL:
http://bankrupt.com/misc/AlcatelOptronics.htm
*This Notional EPS is calculated on the net results of the
Alcatel Optronics division, divided by the notional number of
Alcatel Class O shares. E/ADS has been calculated using the U.S.
Federal Reserve Bank of New York noon EUR/dollar buying rate of
$1.0485 as of December 31, 2002.
Jean-Christophe Giroux, CEO:
"2002 has been a difficult and challenging year and the fourth
quarter, although marginally better than anticipated, still shows
a net sequential recession. In a still unpredictable market
environment, our focus remains to execute on our Strategic
Refocus Plan, while sustaining our commercial and technological
footprint. Our U.S. operations have been successfully divested
and the Canadian activities have been shut down following their
transfer to the U.K.; at the same time, we are pleased to see the
first recognition signals of our Hybrid strategy. All
restructuring actions are proceeding according to plan, with
headcount and fixed costs cut by half vs. end-2001; these results
reinforce our determination to work towards our target structure
across 2003, while steadily restoring our financial profile."
"The phasing of any market recovery still remains unclear. We are
anticipating sales for the first quarter 2003 to be in a the
range of EUR 7 to 8 million, that reflect both our sustained
caution on the immediate future, as well as the deconsolidation
effect of our U.S. activities. At the same time, operating losses
should be contained within a EUR 25 million range, thanks to
continuing cost-cutting efforts."
Fourth Quarter 2002
Sales for fourth quarter 2002 decreased by sequentially by 18.5%
to EUR 10.6 million compared with EUR 13.0 million. Gross
profit/(loss) amounted to EUR (18.2) million. SG&A amounted to
EUR 4.1 million and R&D amounted to EUR 10.1 million. Loss from
operations was registered at EUR (32.4) million. Financial loss
amounted to EUR (2.8) million. Restructuring costs amounted to
EUR (4.7) million. Other expense amounted to EUR 83.1 million and
consisted entirely of onetime charges. Net loss was registered at
EUR (115.5) million.
About Alcatel Optronics
Alcatel Optronics designs, manufactures and sells high
performance optical components, modules and integrated sub-
systems for use in terrestrial and submarine optical
telecommunications networks. Alcatel Optronics is a leading
supplier of DWDM lasers, photodetectors, optical amplifiers,
high-speed interface modules and key passive devices such as
arrayed waveguide multiplexers and Fiber Bragg Grating filters.
It also has experience in integrating active and passive
components and modules into sub-systems.
FRANCE TELECOM: Sells Its Stake in Eutelsat to Eurazeo
------------------------------------------------------
France Telecom sells its 23,14 percent stake in Eutelsat to
Eurazeo.
The transaction makes France Telecom's stake 447 million euros,
and Eutelsat's equity 1,93 billion euros.
France Telecom will reinvest a maximum of 74 million euros for a
20% stake in the holding company created to acquire Eutelsat.
Net proceeds of the transaction for France Telecom, amounting to
approximately 375 million euros, will be used to reduce debt.
On February 4, 2003, France Telecom concluded an agreement with
Eurazeo to sell its 23.14% stake in Eutelsat to a holding company
created for this purpose and controlled by Eurazeo. France
Telecom will acquire a 20% stake in the holding company, which
owns the 23,14% of Eutelsat shares.
The transaction values of Eutelsat's equity at 1.93 billion euros
and France Telecom's 23.14% stake at 447 million euros. The
holding company will borrow between 92 and 120 million euros.
Depending on the actual amount of the borrowing, France Telecom
will reinvest between 68 and 74 million euros in the holding
vehicle, thus acquiring a 20% stake. The net proceeds of the
transaction for France Telecom will therefore amount to between
373 and 379 million euros. This amount will be paid in cash to
France Telecom at the closing of the transaction, expected in Q2
2003.
This transaction is submitted also to approval by the relevant
regulatory authorities. It provides continuity of existing
commercial contracts signed by Eutelsat with France Telecom and
its subsidiaries within the scope of their operational
activities.
CONTACT: Nilou du Castel
E-mail: nilou.ducastel@francetelecom.com
Phone: +33 (0)1 44 44 93 93
Caroline Chaize
E-mail: caroline.chaize@francetelecom.com
Phone: +33 (0)1 44 44 93 93
METALEUROP NORD: Receives Funding From Regional Authorities
-----------------------------------------------------------
Authorities in the Nord-Pas-de-Calais region released EUR1.6
million in aid to help subcontractors of lead and zinc producer
Metaleurop Nord, which is currently under compulsory
administration.
The 100 or so subcontractors, employing several hundreds of
people who will be directly affected by the bankruptcy, will
benefit from the funding.
The troubled lead and zinc subsidiary of French non-ferrous
metals specialist, Metaleurop, filed for bankruptcy in the
Bethune County Court, and was granted a three-month reprieve.
Following the announcement of receivership, French minister for
urban affairs Jean-Louis Borloo said he plans to include the
Noyelles-Godault coal basin in the 40 or so regions which have
been declared free-trade areas in an effort to aid their economic
recovery.
The French government had also reserved EUR1 million to make the
site of the lead and zinc factory safe in the event of default by
the group.
But if a buyer cannot be found for the site within the three-
month reprieve, the court could simply cut the process short and
rule for a winding-up.
Potential buyers have showed no interest in Metaleurop Nord,
which has liabilities of up to EUR170 million, says Le Figaro.
CONTACT: METALEUROP
Maxime ARNAUD
Phone: +33 1 42 99 47 73
Mobile: + 33 6 74 93 21 83
Fax: + 33 1 40 75 09 63
E-mail: maxime.arnaud@metaleurop.fr
VIVENDI UNIVERSAL: Closes Sale of Consumer Press Division
---------------------------------------------------------
Vivendi Universal announced that it has closed the sale of its
Consumer Press Division (Groupe Express-Expansion-l'Etudiant) to
the Socpresse group.
The amount collected is EUR200 million.
The sale of Comareg to France Antilles is expected to take place
later, as approval for the transaction has to be given by the
Monopolies Commission.
CONTACT: VIVENDI UNIVERSAL
(Paris)
Antoine Lefort
Phone: +33 (1) 71.71.1180
or
Alain Delrieu
Phone: +33 (1) 71.71.1086
VIVENDI UNIVERSAL: Fires Canal-Plus Head - Financial Times
----------------------------------------------------------
Vivendi CEO Jean-Rene Fourtou finally fired Canal-Plus head
Xavier Couture and replaced him with former financial director
Bertrand Meheut, according to the Financial Times.
The move is expected to clear the way for the sell-off or
flotation of the pay-TV station. But the actual sale is not
anticipated until 2004, when market conditions are expected to
become more favorable. In the meantime, Canal-Plus may undergo
yet another radical restructuring program to stem losses in the
business.
"An IPO for Canal is no longer on the agenda. That leaves two
options: bringing minority shareholders into Canal or a break up
and sale of Canal Plus," said CIC Securities in Paris.
The restructuring, which was initiated by Mr. Fourtou in July, is
expected to result in hundreds of redundancies. Unions are now
preparing themselves for up to 800 job cuts in the future.
Canal Plus is also at the center of a battle with rival TF1 over
French soccer TV rights.
CONTACT: VIVENDI UNIVERSAL
Headquarters
42 Avenue de Friedland
75380 Paris Cedex 08
France
Phone: +33 1 71 71 10 00
Fax: +33 1 71 71 11 79
Contact:
Investor Relations
E-mail: investor-relations@groupvu.com
Daniel Scolan, Executive VP
Investor Relations
Phone: +33.1.71.71.12.33
E-mail: daniel.scolan@groupvu.com
Laurence DANIEL
IR Director, Europe
Phone: +33.1.71.71.12.33
E-mail: laurence.daniel@groupvu.com
Edouard LASSALLE
Associate Director, Europe
E-mail: edouard.lassalle@groupvu.com
Vivendi Universal
New York office
375 Park Avenue
New York, NY
10152-0192
USA
Phone: +1 212 572 7000
VIVENDI UNIVERSAL: Employees to Demonstrate at HQ Thursday
----------------------------------------------------------
French union Confederation Francaise Democratique du Travail said
Vivendi Universal employees belonging to the organization will
demonstrate outside the company's headquarters Thursday.
In a news release, CFDT said the staff will undertake the action
to "demand that employees and their representatives are informed
other than via the media on the liquidation or dismantling of the
group and its subsidiaries."
Included in their demand is the improvement of redundancy terms
for employees.
The French conglomerate is divesting assets, which will result in
job cuts.
Vivendi Chief Executive Officer Jean-Rene Fourtou plans to unload
EUR16 billion in assets before 2004 to pay down debts and refocus
activities.
The conglomerate accrued EUR19 billion of debt, the biggest
corporate loss ever in France, as a result of ex-CEO Jean-Marie
Messier's US$77 billion acquisition spree.
VIVENTURES II: Investors in Takeover Talks With VUN Over Fund
-------------------------------------------------------------
Belgian investor Albert Frere, the California investment fund
Global Asset Capital, and other limited partners met last week
with Vivendi Universal Net SA, the Internet subsidiary of Vivendi
Universal, regarding a possible takeover of Viventures II.
Frere, who declined to comment Monday, invested in the fund
through his holding company, Compagnie Nationale a Portefeuille,
and GBL Finance.
The sell-off is perceived as an attempt to pull the fund out from
its dire situation after VUN, a former majority owner, decided to
cancel its 40% stake in the fund in December. The cancellation
slashed the value of the fund that started out at EUR620 million
(US$680 million) to less than EUR300 million.
Without giving the details of the discussions, sources close to
the matter said the talks did not only touch on the price LPs
would pay for control of Viventures Partners, the manager of the
fund, which is 100% owned by VUN.
But they said the talks are preliminary, as they are still trying
to draw a plan how to divide the fund among investors once
Vivendi has given up control of the management company.
The fund has 30-odd investors, including Societe Generale SA, and
Global Asset Capital, which is reportedly planning to contest
Frere's bid.
=============
G E R M A N Y
=============
ALLIANZ GROUP: To Integrate Lead Brands, Save Up to EUR5 MM
-----------------------------------------------------------
The Allianz Group plans the integration of the activities of
Advance Bank and Financial Planners into the joint sales model of
Allianz and Dresdner Bank. This move will speed up processes and
enable the group to increase efficiency in achieving its goals in
the growth markets of old-age provision and capital accumulation.
Allianz and Dresdner Bank are already the leaders in private and
company old-age provision. The integration decision is subject to
the resolutions of the respective bodies.
Until now, the sales channel via Advance Bank and Financial
Planners was independent of the Allianz sales organization and
Dresdner Bank branches. Successful development of the joint sales
model now permits Allianz and Dresdner Bank to offer a
comprehensive range of products and services. Advance Bank and
the Financial Planners organization can be incorporated in this
joint sales network. The highly qualified personnel will focus on
supporting customers of the Allianz Group and on the acquisition
of new customers. This will ensure swifter expansion of the
group's strong position in the growth markets of retirement
provision and capital accumulation.
Clear orientation on the two-brand strategy of Allianz and
Dresdner Bank yields significant advantages. This emerges not
least from the savings potential in planned investments:
canceling expansion of the Advance organization as an independent
unit and brand amounts to a figure in excess of 500 millions
euros.
Allianz is continuing with the model of its multi-channel sales
strategy. As is the case now, customers will be in a position to
choose the form of advice that best suits their specific wishes
and objectives: in an insurance agency, the branch of a bank or
at home, by telephone and on the Internet.
*****
The move will result to some job cuts, mostly among employees
involved in back office functions, according to sources. There
are around 500 workers at Advance Banks, and about 400 at
Financial Planner.
The move is part of Allianz's efforts to reap synergies following
the Dresdner acquisition, and sharpen up the bank's earnings at a
time of huge loan losses, asset write-downs and weak operating
earnings, according to AFX.
FAIRCHILD DORNIER: May Face in-Depth Examination by Commission
--------------------------------------------------------------
The EU Commission for Competition is considering taking an in-
depth examination of the German state financing granted to
insolvent German-U.S. regional aircraft manufacturer Fairchild
Dornier.
The examination, which may take up to 18 months, will ascertain
the legality of the funding provided by the local employment
office at Nurnberg. The funding amounts to two-thirds of a total
sum of EUR30 million for the plan, which allows roughly 1,800
employees to continue to work for the present, in spite of
insolvency.
Repayment of the sum may be demanded from Fairchild, despite its
insolvency, if the EU decides that the state funding represents
an unlawful subsidy.
Fairchild Dornier opened insolvency proceedings at the start of
June. Its hopes were dashed when Canadian aircraft maker
Bombardier Inc. abandoned talks on taking over its 728/928
program, which is thought to have significantly contributed to
the company's insolvency. The German company had already
invested EUR1 billion in the program and this, coupled with a low
turnout on anticipated sales, led to further financial woes.
KIRCHMEDIA GMBH: May Sell ProSiebenSat.1 Media Soon
---------------------------------------------------
A majority stake in German TV broadcasting group ProSiebenSat.1
Media may be sold off by the end of the week, although the
completion of the transaction is expected to take longer,
Suddeutsche Zeitung revealed.
It is noted that the deal obliges the buyer of the group, which
has formed part of Kirchmedia, to take over the film archives of
the insolvent German media company. The deal also requires
creditor banks of Kirchmedia, including Bayerische Landesbank,
Commerzbank, Bayerische Hypo- und Vereinsbank and DZ Bank, to
waive claims for roughly EUR700 million, representing half of
their loans to the company.
The German press further reported that U.S. media entrepreneur
Haim Saban, one of the bidders of the media arm, will attempt to
convince the regional goverment of Bavaria of the advantages of
his offer.
Other bidders include German publisher Heinrich Bauer Verlag,
who, at present, remains confident of winning the bid.
CONTACT: BAYERISCHE LANDESBANK GIROZENTRALE
Brienner Strasse 18
80333 Munich, Germany
Phone: +49-89-2171-01
Fax: +49-89-2171-23579
Homepage: http://www.blb.de
Contacts: Siegfried Naser, Chairman, Board of
Administration
Werner Schmidt, Chairman
COMMERZBANK AG
Kaiserplatz
60261 Frankfurt, Germany
Phone: +49-69-136-20
Fax: +49-69-28-53-89
Homepage: http://www.commerzbank.com
Contacts: Klaus-Peter Mller, Chairman
Axel Frhr. v. Ruedorffer, Managing Director
DZ BANK
Am Platz der Republik
D-60325 Frankfurt, Germany
Phone: +49-69-74-47-23-82
Fax: +49-69-74-47-67-84
Homepage: http://www.dg.dzbank.de
Contacts: Ulrich Brixner, Chairman
===========
G R E E C E
===========
OLYMPIC AIRWAYS: Greece Cuts Short Negotiation With Restis
----------------------------------------------------------
The Greek government halted negotiations to sell a majority stake
in state-owned Olympic Airways to shipping group Restis, who
reportedly offered EUR150 million for up to 70 percent of the
ailing airline, transport ministry sources revealed.
In December, the government said that if talks with Restis
failed, negotiations with local rival Aegean Airlines would
begin. There are no indications, however, whether talks will
continue with Aegean or with other bidders.
Greece launched a privatization process for the ailing carrier in
2001. Three local banks--National Bank of Greece, Commercial
Bank of Greece, and Alpha Bank--were appointed to look for an
investors willing to acquire 51% of the loss-making state airline
and inject US$100 million in new capital.
Credit Suisse First Boston, the former adviser of the sale, last
year negotiated successive deals with two Greek groups that had
been short-listed as bidders. However, talks failed because the
Greek companies were unable to provide the required bank
guarantees.
It was not immediately clear whether the privatization attempt
has also been halted. An official announcement is expected soon.
CONTACT: NATIONAL BANK OF GREECE
86, Eolou St., 102 32 Athens,
Phone: 3341000
Fax: 3244667
COMMERCIAL BANK OF GREECE
11, Sofokleous St.,
102 35 Athens
Phone: 3210911
Fax: 3232166
ALPHA BANK
40 Stadiou Str.
GR 102 52 Athens
Phone: +30 1 32.60.000
Fax:+30 1 32.62.427
Home Page: http://www.alpha.gr
=========
I T A L Y
=========
FIAT SPA: In Talks to Sell Aeronautics Division to Snecma
---------------------------------------------------------
Fiat SpA is in advanced talks with French defense company Snecma
regarding the sale of its aeronautics division, Fiat Avio, though
a sale might not occur within the next few weeks.
The sale of Fiat Avio, which is valued between EUR1.5 billion to
EUR1.8 billion by analysts, is expected to help the industrial
group raise the EUR5 billion it needs to re-capitalize its loss-
making unit, Fiat Auto.
According to Financial Times sources, the government is not
expected to veto a transaction with Snecma despite suggestions
from some political leaders that Fiat Avio should remain in
Italian hands.
Only a transaction that would involve a private equity fund
planning to resell Fiat Avio could face objections from the
government. This is due to the involvement of Fiat Avio in the
construction of the Eurofighter aircraft, and its several Italian
military contracts, according to the report.
Aside from Snecma, private equity fund Carlyle and one other
investment group remain in the running for the acquisition.
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:
Giovanni Maggiora, Vice President - Investor Relations
Phone: +39-011-686-3290
Fax: +39-011-686-3796
E-mail: Investor.relations@geva.flatgroup.com
SNECMA
2, bd du General Martial-Valin
75015 Paris, France
Phone: +(33) 1 40 60 80 80
Fax: =(33) 1 40 60 81 02
Home Page: http://www.snecma.com
CARLYLE GROUP
Worldwide Offices
Washington, DC
Phone: (202) 347-2626
Frankfurt, Germany
Phone: 49 69 75 93 78 05
London, England
Phone: 44 207 894 1200
Milan, Italy
Phone: 39 02 6200461
=====================
N E T H E R L A N D S
=====================
JOMED N.V. Raises EUR 5 Million in Short-term Financing
-------------------------------------------------------
JOMED N.V., a medical technology company incorporated in the
Netherlands and listed on the SWX Swiss Exchange, has signed an
agreement regarding the short-term financing of its operations.
Furthermore, JOMED informs about the KPMG interim-findings
including investigations performed up to January 30, 2003,
regarding the accounting irregularities.
Short-Term-Financing
On Tuesday, a strategic investor has offered a loan of EUR 5
million to JOMED N.V. In return, this undisclosed external party
receives an option for one of JOMED's R&D-projects.
Furthermore, this arrangement allows a stand-still-agreement with
the commercial banks for the forthcoming two months. The
debenture holders are not included in this stand-still-agreement,
but are restricted to act under the Suspension of Payments under
Dutch law.
Further negotiations with strategic and financial investors are
continuing. The objective is to secure the mid- and long-term-
financing of JOMED N.V. within a time period of two months.
Adjustments of net sales and net income
With regard to the press release of January 29, 2003, the KPMG
interim-findings regarding the accounting irregularities are
quantified. These findings include investigations performed up to
January 30, 2003. The identified issues so far are summarized
below.
Expected adjustments for 2001 and 2002
In 2001, net sales were overstated by approximately EUR 18.8
million and net income by approximately EUR 10.3 million. The
numbers for the first three quarters in 2002 will be adjusted by
approximately EUR -24.8 million for sales and EUR -15.9 million
for net income.
Financial year 2001 (Jan 1 - Dec 31)
In EUR million
As reported
Net sales 165.4
Operating result (EBIT) 12.1
Net income 10.9
As adjusted
Net sales 146.6
Operating result (EBIT) -2.8
Net income 0.6
Change
Net sales -18.8
Operating result (EBIT) -14.9
Net income -10.3
Financial year 2002 (Jan 1 - Sept 30)
In EUR million
As reported
Net sales 143.7
Operating result (EBIT) 11.1
Net income 6.9
As adjusted
Net sales 118.9
Operating result (EBIT) -11.3
Net income -9.0
Change
Net sales -24.8
Operating result (EBIT) - 22.4
Net income -15.9
Other issues regarding the balance sheet such as valuation of
inventory, the valuation of accounts receivables and the
treatment of goodwill are also subject to evaluation.
Sale lease-back transactions
In 2001 and 2002, JOMED entered into sales agreements regarding
143 IVUS units. 60 IVUS-transactions were reported in the US, the
other 83 units in Europe with a majority in U.K. and Belgium. All
these transactions have been recorded as revenue during 2001 and
amount to EUR 16.4 million in total. JOMED subsequently entered
into support/administration agreements, which meant that JOMED
did not meet the revenue recognition criteria.
Pre-invoicing
JOMED issued a number of invoices prior of receiving any order
during the period January 1, 2001 - September 30, 2002. The
invoices were issued on expected sales in the near future. Sales
revenues issued but not materialized into a subsequent order
amounted to EUR 2.4 million in 2001 and EUR 24.8 million in Q1-
Q3, 2002.
The KPMG- investigation is continuing and it cannot be excluded
that further findings will be made during the investigation. The
interim report does not address to any responsibilities in
connection with these transactions.
CONTACT: JOMED N.V.
Jorgen Peterson, Acting CEO
Phone: +46 42 490 6014
O2 NEDERLAND: Still Up for Sale, MM02 in Talks With Bidders
-----------------------------------------------------------
MMO2 Plc's loss-making unit O2 Nederlands is still for sale, and
the mobile phone operator is in talks with more than one bidder
for the Dutch unit, a spokesman for O2 Germany said.
Previously, it had been reported that mmO2 had plans of foregoing
the sale until at least the summer, after the telecom company
posted a strong rebound in the unit.
Deutsche Telekom and Vodafone lodged bids for the operation, but
Vodafone reportedly withdrew after being given access to the
operation's financial reports.
MmO2, meanwhile, extended a deal with rival T-Mobile that will
see it pay the Deutsche Telekom-owned company GBP137 million for
greater access to its third-generation phone network in Germany.
This means mmO2 is planning to keep its German business,
according to analysts.
But mmO2 chief executive, Peter Erskine, said "We're continuing
to look at the right way forward for our Dutch business and we'll
explore all options," and adding, "We're open-minded [on
Germany]."
Estimated to be worth EUR100-200m, O2 Netherlands BV reported an
EBITDA loss of GBP9 million in the half year to September 2002.
It also posted a loss of GBP51m in the full year to March 2002.
CONTACT: MM02
5 Long Walk Rd.
Uxbridge, Middlesex UB11 1TT
United Kingdom
Phone: +44-121-415-7102
Fax: +44-190-383-3371
Home Page: http://www.mmo2.com
Contact:
Investor Relations
E-mail: investors@O2.com
===========
R U S S I A
===========
METROMEDIA INTERNATIONAL: Hires CEA to Sell Cable TV and FM Radio
-----------------------------------------------------------------
Metromedia International Group, Inc., the owner of various
interests in communications and media businesses in Eastern
Europe, the Commonwealth of Independent States and other emerging
markets, announced the engagement of Communications Equity
Associates (CEA) as its exclusive representative associated with
the potential sale of the company's Cable TV and Radio station
businesses.
In making the announcement, Carl Brazell, Chairman, President and
Chief Executive Officer of MMG, commented, "We feel that CEA,
which has 30 years experience and a significant presence in both
Europe and the U.S., is eminently qualified to provide the
necessary services and to assist us in maximizing the value of
these businesses."
Rick Michaels, Chairman and Chief Executive Officer of
Communications Equity Associates, commented, "We're pleased to be
selected by Metromedia International Group, Inc. for this
mandate. Metromedia's 11 cable TV networks with over 400,000
subscribers and 22 radio stations with revenues in excess of US$
15 million form a sizeable portfolio of assets with a significant
market position in 14 Central and Eastern European countries. We
are looking forward to handling this transaction through our
Munich office."
About Metromedia International Group
Metromedia International Group, Inc. is a global communications
and media company. Through its wholly owned subsidiaries and its
business ventures, the company owns and operates communications
and media businesses in Eastern Europe, the Commonwealth of
Independent States and other emerging markets. These include a
variety of telephony businesses including cellular operators,
providers of local, long distance and international services over
fiber-optic and satellite-based networks, international toll
calling, fixed wireless local loop, wireless and wired cable
television networks and broadband networks and FM radio stations.
About Communications Equity Associates
Founded in 1973, CEA is a leading provider of investment banking
services and private equity to the global media and
entertainment, communications and information technology
industries. With a team of over 100 highly experienced personnel
worldwide, CEA has an unequaled depth and breadth of industry
knowledge, expertise and long-standing industry relationships.
CEA group companies also manage a worldwide family of funds with
committed capital of over $800 million for private equity
investments in the industries CEA serves. CEA operates through
offices and affiliates in Tampa, New York, Philadelphia, Munich,
London, Paris, Madrid, Prague, Singapore and Sydney.
******
For the three months ended September 30, 2002, the company
reported a net loss attributable to common stockholders of $48.3
million on consolidated revenues of US$24.4 million. This
compares to a net loss attributable to common stockholders of
US$35.7 million on consolidated revenues of $30.2 million for the
three months ended September 30, 2001.
CONTACT: METROMEDIA INTERNATIONAL GROUP, INC.
Home Page: http://www.metromedia-group.com.
Ernie Pyle
Phone: 212-527-3800
CEA BERATUNGS- UND BETEILIGUNGSGESELLSCHAFT MBH
Christian von Drathen
Phone: +49 (89) 290725-120
E-mail: drathen@cea-europe.com
===========
S W E D E N
===========
INTENTIA INTERNATIONAL: Posts Operating Loss of SEK3 MMM in 2002
----------------------------------------------------------------
Declined earnings due to postponed contracts were only partly
offset by lower costs.
-- License revenue fell by 29 percent to SEK 316 million (443)
in October-December and by 12 percent to SEK 1,057 million
(1,201) in January-December.
-- License orders received were down by 31 percent to SEK 343
million (498) in October-December and by 21 percent to SEK 980
million (1,238) in January-December.
-- Consulting revenue declined by 19 percent to SEK 677 million
(834) in October-December and by 8 percent to SEK 2,539 million
(2,756) in January-December.
-- The ongoing cost effectiveness effort continued to steadily
reduce costs. In the fourth quarter, the total number of
employees declined by 60 and costs were 11 percent below the same
period of 2001.
-- Operating earnings amounted to SEK -3 million (106) in
October-December and SEK -107 million (100) in January-December.
-- Due to a temporary increase in accounts receivable at year-
end, the cash flow from operating activities was SEK -3 million
(371) for October-December. The cash flow from operating
activities totaled SEK 86 million (322) for January-December.
-- Given a persistently weak market that is difficult to assess,
net revenue growth is expected to be slow in 2003. The ongoing
cost effectiveness effort is expected to reduce costs by at least
SEK 150 million for 2003. Intentia expects an operating profit
and improved cash flow.
Group Progress
Owing to a further slowdown in the business cycle, the market for
enterprise applications exhibited weak trends during the year.
Growth was poor compared to past years. Leading sector analysts
believe that growth was negative in 2002. The global economy
continued to slow down during the year, while additional
uneasiness with respect to international security developments
contributed to the uncertainty. The general state of the market
made it difficult to assess how and when particular contracts
will be signed. As a result, there were abnormally large
fluctuations among the various quarters during the year. The 2001
trend of extended procurement periods for many contracts
continued, while the number of large orders in the market
declined noticeably. The tendency in both 2001 and 2002 was for
an increasing number of customers to replace single large
contacts with a series of smaller ones without necessarily
dividing them up among multiple suppliers.
The market for enterprise applications is currently characterized
by excess capacity. Although a number of small players remain,
they have not had the ability in recent years to carry out the
costly long-term projects required to expand their product
offering and thereby safeguard their competitiveness. In light of
the difficult market of the last few years, competition has
stiffened among the various suppliers. Prices have declined as a
result.
CONTACT: INTENTIA
Phone: 08-555 25 000
Fax: 08-555 25 999
E-mail: info@intentia.se
Homepage: www.intentia.com
SKANDIA: Financial Effects of SKR 400-600 Million Hit Results
-------------------------------------------------------------
Skandia's result is affected by various external factors, such as
changes in the stock market and interest rates. Future revenues
that are based on fund values increase or decrease as a result of
these changes. In certain cases, decreases in fund values also
affect the tax situation. Altogether these factors cause a one-
time effect on the operating result. During the fourth quarter of
2002 the aggregate negative financial effect on the operating
result outside the USA is estimated to be in the range of SEK 0.4
billion to SEK 0.6 billion.
Up until the third quarter, financial effects outside the USA
were negative in the amount of SEK 1.8 billion. The aggregate
result charge in 2002 outside the USA is thus estimated to be in
the range of SEK 2.2 billion to SEK 2.4 billion.
Effects of the sale of American Skandia
On 20 December 2002 an agreement was reached with Prudential
Financial, Inc. (USA), under which Prudential Financial will
acquire American Skandia. In connection with this, a SEK 6.1
billion charge will be taken against the operating result for the
fourth quarter of 2002, while the result after tax will be
negatively affected by SEK 4.1 billion. To facilitate comparison,
in connection with the year-end report, the group overview will
be presented in accordance with the appended table.
Information to the stock market
Starting in 2003, Skandia's reporting of sales information will
be adapted to conform to current practice in the savings market.
Accordingly, Skandia will discontinue its monthly reporting of
sales. Skandia will continue to issue the usual quarterly
information on financial effects that arise as a result of the
trend in the financial markets. This information will be provided
approximately one week before the respective quarterly reports.
Skandia's 2002 year-end report will be released on 12 February
2003.
Format for group overview in future year-end reports can be
viewed at this URL:
http://bankrupt.com/misc/SkandiaFinancialEffects2002.htm
CONTACT: Harry Vos, Head of Investor Relations
Phone: +46 8 788 3643
===========================
U N I T E D K I N G D O M
===========================
ABBEY NATIONAL: May Be Forced to Write Down Value of Insurers
-------------------------------------------------------------
Analysts predict Abbey National could be forced to write down up
to GBP800 million on the value of its insurers, Scottish Mutual
and Scottish Provident, according to The Herald.
The possibility of a writedown may undermine the bank's ability
to make good on the GBP1.8 billion purchase price it agreed to
pay for ScotProv in 2000, the report says.
Brian Moretta, at SVM Asset Management, said: "It may well look
as though they paid rather a high price for Scottish Provident."
S&P describes the business having "worsening stand-alone
financial strength due to weakened capitalization and balance
sheet flexibility".
The group reported a GBP600 million capital injection into
Scottish Mutual last year. It was also forced to help boost the
cash reserves of Scottish Provident this month.
The forecast of a writedown came just as analysts were playing
positive notes over the sale of Abbey National's consumer lending
unit First National to GE Capital for GBP848 million. Most
analysts expect the business to fetch only GBP600 million for the
entire First National Business.
ING Financial Markets reversed its recommendation from "sell" to
"buy" on the strength of the deal.
Abbey's troubles started after it incurred huge losses on a
portfolio of high-risks bonds. The failure led to the ouster of
chief executive Ian Harlye, who was replaced by former UBS leader
Lugman Arnold.
In November, Abbey warned it would have to cut dividends after
posting its first annual loss as a public company.
CONTACT: ABBEY NATIONAL
Thomas Coops
Director of Corporate Affairs
Phone: 020 7756 5536
Christina Mills
Head of Media Relations
Phone: 020 7756 4212
Jon Burgess
Head of Investor Relations
Phone: 020 7756 4182
Matt Young
Media Relations Manager
Phone: 020 7756 4232
ABBEY NATIONAL: Reaches Agreement on Sale of First National
-----------------------------------------------------------
Abbey National plc has entered into a sale agreement with GE
Consumer Finance, the consumer credit services business of the
General Electric Company (NYSE: GE), under which GE Consumer
Finance will acquire First National for an estimated total cash
consideration of GBP 848 million (1). This comprises underlying
net tangible assets of GBP 630 million (which includes 'surplus
equity' (2) of GBP 355 million), and a premium of GBP 218 million
to the net assets. The consideration is subject to certain post
completion adjustments (3).
First National is a leading U.K. provider of secured and
unsecured lending to consumers through intermediaries.
Approximately 1,400 people and GBP 4.8 billion of assets are
employed in the operations being sold. The sale does not include
First National's litigation funding and motor finance businesses.
As announced in Abbey National's pre-close statement on 27
November 2002, the Abbey National Group has initiated a process
of strategic refocusing on core U.K. personal financial services.
First National's brand and strengths lie in different market
segments and it operates in its own name, largely independently
of Abbey National's other businesses. This means that there is
limited customer overlap and opportunities to cross-sell.
Therefore, First National does not have
a natural position within the new Group and it is expected to
prosper more readily under GE Consumer Finance's ownership.
At completion, Abbey National expects the disposal to have a
positive impact on its capital ratios. The sale covers risk
weighted assets of approximately GBP 3.9 billion (4). First
National funding from Abbey National will be repaid upon
completion.
Excluding the First National operations being retained by Abbey
National, First National contributed total underlying post-tax
profits(5) of approximately GBP 22 million during the first half
of 2002 (GBP 53 million for full year 2001), excluding any
returns on 'surplus equity'. Net proceeds from the disposal will
contribute to cash reserves of the Group. Abbey National's
results for 2002, to be announced on 26 February 2003, will
include a significant write-down of goodwill associated with
First National (including goodwill associated with the motor
finance business).
Abbey National is currently evaluating various options for the
motor finance and litigation funding businesses not being sold to
GE Consumer Finance.
Completion of the transaction is subject to certain conditions
including regulatory approvals.
Morgan Stanley acted as financial adviser to Abbey National on
this transaction.
Notes
1. The acquisition will be executed by GE Consumer Finance UK,
LLC through the acquisition of First National Bank Plc, Carfax
Personal Lines Insurance PCC Limited and a company with a small
mortgage business in run-off.
2. 'Surplus equity' is defined as statutory equity of the legal
entities being sold in excess of that attributed in management
accounts to the business being sold (7% of risk weighted assets).
3. The consideration is subject to post-completion adjustments,
which include potential payment to Abbey National of up to GBP 42
million post-tax, contingent on the credit performance of First
National's unsecured lending book. Certain other cost adjustments
will be reflected in net assets at completion. After associated
costs, and if no repayment to Abbey National is made in relation
to the credit performance of the unsecured lending book, the
transaction would show a net premium to tangible assets in the
region of GBP 200 million.
4. As at 31 December 2002.
5. Underlying post-tax profits exclude certain items considered
to be non-recurring, relating principally to restructuring costs,
asset disposals and provision adjustments.
Morgan Stanley & Co. Limited is acting for Abbey National plc and
no one else in connection with the Disposal and will not be
responsible to anyone other than Abbey National plc for providing
the protections afforded to clients of Morgan Stanley & Co.
Limited, nor for providing advice in relation to the Disposal.
CONTACT: ABBEY NATIONAL
Investor Relations
Jon Burgess
Phone: 020 7756 4182
Rob Askham
Phone: 020 7756 4181
Home Page: http://www.abbeynational.com
ASW HOLDINGS: Thamesteel Acquires Asset Under Receivership
----------------------------------------------------------
Cargo volumes through the Medway port of Sheerness could increase
by more than half a million tons this year as steel is exported
to the Middle East by a Saudi Arabian company that plans to
revive production at a local plant shut down last December.
Thamesteel Limited, part of the Al-Tuwairqi Group, has purchased
the Sheerness assets of ASW Holdings plc, which went into
administrative receivership last July. The receivership caused
the closure of the Medway operation and the immediate loss of 190
jobs.
The new owners hope to renew production at the Sheerness plant by
the end of this month and initially plan to export 100% of the
mill's output - some 540,000 ton of steel billets annually - to
Saudi Arabia, where they operate a major rolling mill in Dammam.
The first shipment of up to 40,000 tons of steel is expected to
be loaded at the Port of Sheerness in early April, with regular
Panamax sized bulk carriers leaving the Medway throughout the
rest of the year.
Announcing their acquisition of ASW's Sheerness assets,
Thamesteel Limited said, "We hope to recommence billet production
in the near future and raise its capacity to 1.5 million tonnes
per annum with additional investment."
Re-opening of the plant is expected to secure a substantial
number of jobs in an area of high unemployment.
The Thamesteel announcement is the third in less than six months
to positively impact upon the prospects for increased cargo
through Medway Ports.
Last August Medway Ports, part of the Mersey Docks Group, agreed
to transfer a 10 hectare area of the river bed to the Lattice
Group who plan to develop a major liquid natural gas (LNG)
terminal and production plant with a view to handling the first
imports by giant specialist carrier by the end of 2004.
Paragon Materials, a subsidiary of Aggregate Industries Limited
of the U.K., has just announced plans for a new GBP3 million bulk
cement import and processing plant at Medway Port's Chatham
Docks, handling more than 100,000 ton of bulk cement a year, for
distribution into the U.K. construction industry.
Des Crampton, Mersey Docks Group Director based at Medway,
welcomed the Thamesteel development.'All these recent
announcements are indicative of the positive contribution Medway
Ports is making not just to the success of the Mersey Docks Group
but also to the long term economy of the South East Region of
England,' he said.
*****
In September, the receivers of U.K.-based steelmaker ASW Holdings
Plc disclosed that they were negotiating with a potential buyer
for the company.
ASW Holdings has been under the control of KPMG Corporate
Recovery, a part of KPMG International, since it was appointed as
receivers in July last year. KPMG has since implemented 650 job
cuts, while maintaining 400 staff in 22 offices around the U.K.
ASW Holdings, which produces specialty steel used in
construction, faced financial crisis in 2001 when steel prices
plunged to their lowest in two decades. It made a profit in 1995
and posted losses of GBP6.4 million in sales of GBP270 million in
2001.
The company's shares have been suspended since July 10, 2002 when
the company said it was seeking bankruptcy protection. It was
then valued at GBP5.4 million.
CONTACT: MEDWAY PORTS
Maria Clarke
Phone: 01795-596551
E-mail: mariaclarke@medwayports.com
MERSEY DOCKS
Eric Leatherbarrow
Phone: 0151-949-6374
E-mail: eric.leatherbarrow@merseydocks.co.uk
SMITHFIELD FINANCIAL
Anna Rainbow
Phone: 020-7903-0631
E-mail: arainbow@smithfieldfinancial.com
BAE SYSTEMS: Considers Closing Some Pension Schemes
---------------------------------------------------
Europe's biggest defense group, BAE Systems, was forced to
consider closing some pension schemes in order to counter rising
shortfall in its funds.
The company said: "We are undergoing a [pension] review at the
moment and have warned the workforce that not doing anything is
not an option. Whether that involves closing down schemes or not
has not yet been decided."
As a result of deteriorating equity markets, the group posted
deficit of GBP2.3 billion to GBP3 billion, according to recent
estimates. The figure is up from the GBP1.3 billion computed
under FRS17 disclosure rules at the end of June last year.
The group is further expected to cut pre-tax profits forecast
this year at around GBP1.1 billion by GBP152 million under the
FRS17 rules, according to a study by investment bank Merrill
Lynch.
BAE had hoped last year to increase its pension funding
requirements by GBP30 million this year, and by a further GBP30
million in 2004, from GBP158 million last year. Analysts foresee
the figures to rise when BAE reports its full-year results on
February 20.
The group, meanwhile, denied reports that its chairman, Sir
Richard Evans, is facing pressure to step down after announcing
cost overruns on its Astute attack submarine and Nimrod maritime
patrol aircraft projects.
CONTACT: BAE SYSTEMS
Airbus UK New Filton House
Filton, Bristol BS99 7AR
United Kingdom
Phone: +44 (0) 117 969 3831
BAE SYSTEMS Advanced Technology Centre
PO Box 5, Filton, Bristol BS34 7QW, United Kingdom
Phone: +44 (0) 117 936 6024
Fax: +44 (0) 117 936 3733
Contact:
Investor Relations
E-mail: investorrelations@baesystems.com
BOOTS GROUP: Consults Staff About Closure of Airdrie
----------------------------------------------------
Boots today started consultation with its staff in Airdrie,
Lanarkshire, about a proposal to close the factory over the next
two years as part of a wider rationalization of the Group's
existing manufacturing facilities. The closure would form one
step in the GBP100 million cost-reduction program announced in
November last year.
Boots has completed a review of its beauty and personal care
manufacturing across Europe. The review concluded that Boots
could rationalize its manufacturing operations to substantially
increase capacity and productivity.
1,000 people work at the Airdrie site. The company would work
hard to minimize the impact of any closure. No compulsory
redundancies would be sought in the first nine months, and all
staff would be considered for redeployment within other parts of
Boots. The company would work with outplacement agencies to help
people find new jobs, and is seeking to consult locally to help
create a regeneration program designed to stimulate new
investment in the area.
The reorganization would cost GBP39 million (GBP20 million in
year ending March 31, 2003) including asset write-offs of o14
million. It is expected to deliver savings of GBP16 million
annually and recover all implementation costs over a three-year
period.
Airdrie Factory
When the Airdrie factory opened in April 1949 it employed 600
staff in manufacturing and distribution. Today, the site is
wholly involved in the production of cosmetics and skincare
products. Approximately 100 million items are manufactured each
year. Product ranges include No7 and 17 cosmetics, Botanics,
Natural Collection and Soltan.
Boots Manufacturing
Boots has been in manufacturing since its inception in the
1800's, originally preparing herbal remedies in the back of the
first Boots shop in Nottingham.
Today Boots manufactures medicines, cosmetics and toiletries in
factories in England, Scotland, France, Germany and Thailand.
Boots in Scotland
The first Boots store opened in Scotland in 1902. Today there are
126 stores in Scotland employing some 4,400 people.
CONTACT: BOOTS GROUP
Investor Relations
Peter Baguley
Phone: +44 (0) 115 968 7171
Mobile: +44 90) 7770 440 690
BRITISH ENERGY: Appoints Mike Alexander New Chief Executive
-----------------------------------------------------------
British Energy plc is pleased to announce that Mike Alexander is
appointed Chief Executive Officer with effect from March 1, 2003.
Mr. Alexander is currently Chief Operating Officer of Centrica
plc.
Adrian Montague, Chairman of British Energy, said: "I am
delighted that he has agreed to join us. Mike is a highly
regarded senior Director with just the right combination of
skills and experience for British Energy at this critical time as
we seek to reach agreement on our financial restructuring. He
has an exceptional record in driving major organizational change
and will bring great value to the business."
Mr. Alexander commented: "I am hugely excited to have the
opportunity of driving the Company forward to ensure that it
consolidates its position in the U.K. electricity market and of
steering it through the next phase in its development."
Mr. Alexander is a Chemical Engineer, Fellow of the Institution
of Electrical Engineers and, prior to joining British Gas in
1991, spent an extensive period with BP plc in a variety of
policy, commercial, engineering and marketing roles.
His engineering background includes design, control, operation
and maintenance of major process plant. Within British Gas, he
moved from the asset management roles associated with upstream
oil and gas production to the trading and marketing activities of
the newly liberalised U.K. energy markets. As Managing Director
of British Gas Trading, he led the transformation from a gas to
energy supplier, building the electricity business and was
responsible for the creation of the Goldfish Credit Card. He is
also a non-executive director of Associated British Foods plc.
CONTACT: Andrew Dowler
Financial Dynamics
Phone: 020 7831 3113
BUZZ: Expect Closure if Pilot Strike Pushes Through -- Ryanair
--------------------------------------------------------------
The Chief executive of Ryanair Holdings PLC, Michael O'Leary,
said he will close down Buzz, its recent acquisition from KLM
Royal Dutch Airlines NV, if members of the British Air Line
Pilots Association go on strike in April.
Mr. O'Leary was quoted at a news briefing following the release
of better-than-expected third quarter results for Ryanair, as
saying: "If BALPA go on strike on April 1, it won't be a question
of sacking pilots, we'll close down Buzz."
He also confirmed that 20% of the 570 employees of Buzz will be
axed, and those who stay must agree to adopt the low-cost
airline's labor practices and not cause trouble.
However, the majority of Buzz's management with the exception of
chief executive Floris van Pallandt who will return to KLM will
be retained as the airline has considerable faith in them.
Ryanair plans to rationalise Buzz's operations by closing
unprofitable routes.
The first routes likely to be chopped Paris Charles de Gaulle and
Frankfurt Main, with those fights being diverted into Paris
Beauvais and Frankfurt Hahn, where Ryanair has negotiated cheaper
deals.
Miller said the Dusseldorf route is also likely to be axed after
Ryanair announced last week it will start flying to nearby
Neiderheim from Stansted, according to the Wall Street Journal.
Due diligence of the Buzz deal is expected to be complete by Feb
14, and a rationalization plan should be announced by the end of
the month.
Other takeover details include incorporating Buzz routes into
Ryanair's Internet reservation system; and cutting Buzz fares by
around 50% so Ryanair can double the unit's passenger numbers to
4 million in the year to end-March 2004 and deliver a EUR10
million profit. Buzz losses have accrued to around EUR 30
million.
COMPASS GROUP: Announces Completion of Assets Sale
---------------------------------------------------
Compass Group confirmed Tuesday the successful completion of the
sale of Travelodge and Little Chef to TLLC Limited, a company
formed on behalf of funds advised by Permira, a leading
international private equity firm, for a total cash consideration
of GBP712 million on a debt and cash free basis.
Proceeds will be used to reduce borrowings and fund an on market
share buy back program of up to GBP300 million.
******
Compass Group is the world's largest foodservice company with
annual foodservice revenues in excess of GBP10 billion. Compass
Group has over 360,000 employees working in more than 90
countries around the world providing foodservice and hospitality.
For more information visit www.compass-group.com
Permira is one of the largest private equity specialists in
Europe. As an independent business, Permira is owned and
controlled by its partners. The firm's team of over 100, based in
Frankfurt, London, Milan, Paris and New York advises the Permira
Funds with a total committed capital of EUR 6 billion. Since
1985, the Permira Funds have completed over 260 private equity
transactions. During the last three years, the Permira Funds have
made 15 acquisitions with a combined transaction value of over
?EUR 10 billion. There are about 67,000 people employed by
businesses backed by the Permira Funds.
Travelodge is the second largest operator in the U.K. budget
hotel sector, providing over 12,000 rooms in 220 hotels located
on Britain's trunk road and motorway network and major city
centres.
Little Chef is the largest roadside restaurant chain in Britain
with 368 outlets on the trunk road network and 29 on the motorway
network, including 5 sites in Ireland. Every year, more than 30
million people eat at Little Chef restaurants. Over the past
year, Compass Group has successfully piloted a brand development
programme for Little Chef, extending its offering through the
introduction of brands including Harry Ramsden's.
CONTACT: COMPASS GROUP PLC
Cowley House
Guildford Street
Chertsey
Surrey KT16 9BA
United Kingdom
Tel: +44 1932 573 000
Fax: +44 1932 569 956
Web site: http://www.compass-group.com
MIDLAND SCOTTISH: Announces Recommended Offer by Devonshire
-----------------------------------------------------------
The directors of Midland & Scottish Resources PLC (in
liquidation) and the board of Devonshire Holdings Limited
announce the terms of a recommended offer to acquire the entire
issued share capital of MSR.
Devonshire offers to acquire or procure the acquisition of MSR
Shares and/or MSR Loan Notes (as defined below) on the following
basis:
(i) For each MSR Share, a portion of the Grayswood Loan Notes (as
defined below) issued from time to time.
(ii) The offer is being made to holders of the MSR Loan Notes on
the same terms as the offer made to the holders of MSR Shares as
if MSR Loan Notes have been converted in full into MSR Shares at
a conversion price of 168.25 pence.
(iii) The value of the Offer (as defined below) may be as much as
14.0 pence for each MSR Share to which the Offer relates.
However, MSR Shareholders (as defined below) should be aware
that the value of the Offer is subject to a number of factors and
is therefore uncertain. MSR Shareholders may ultimately receive
nothing even if they accept the Offer.
(v) Devonshire has received irrevocable undertakings to accept
the Offer in respect of the entire holdings of the directors of
MSR being 48,635 MSR Shares representing 0.02 per cent. of the
issued share capital of MSR.
(vi) The directors of MSR recommend that MSR Shareholders accept
the Offer.
(vii) The Offer Document is being posted to MSR Shareholders and
Loan Noteholders today.
This summary should be read in conjunction with the full text of
the attached announcement of the Offer.
The Financial Services Authority authorizes Grant Thornton
Corporate Finance. Grant Thornton Corporate Finance is acting for
Devonshire in connection with the Offer and no one else and will
not be responsible to anyone other than Devonshire for providing
the protections afforded to clients of Grant Thornton Corporate
Finance nor for providing advice in relation to the Offer.
Nabarro Wells & Co. Limited is regulated and authorized by the
Financial Services Authority. Nabarro Wells & Co. Limited is
acting for the directors of MSR in connection with the Offer and
no one else and will not be responsible to anyone other than the
directors of MSR for providing the protections afforded to
clients of Nabarro Wells & Co. Limited nor for providing advice
in relation to the Offer.
Recommended Offer for MSR
The directors of MSR have today recommended an Offer made by
Devonshire to acquire or procure the acquisition of the whole of
the issued ordinary share capital of MSR and all the MSR Loan
Notes.
The MSR Directors believe that the Offer from Devonshire
represents the best outcome for Shareholders. The MSR Directors,
who have been so advised by Nabarro Wells, consider the terms of
the Offer to be fair and reasonable and in the best interests of
MSR Shareholders and, accordingly, recommend that MSR
Shareholders accept the Offer in respect of all of their MSR
Shares and/or MSR Loan Notes as the MSR Directors have
irrevocably undertaken to do in respect of their aggregate
holdings of 48,635 MSR Shares, representing 0.02 per cent. of the
total number of MSR Shares currently in issue. In providing
advice to the MSR Directors, Nabarro Wells has taken account of
the MSR Directors' commercial assessments.
The Offer
Devonshire offers to acquire or procure the acquisition of,
subject to the conditions set out or referred to in this
announcement, MSR Shares on the following basis:
For each MSR Share, a portion of the Grayswood Loan Notes issued
from time to time
Devonshire also offers to acquire or procure the acquisition of,
subject to the conditions set out or referred to in this
announcement, MSR Loan Notes on the same terms as the offer made
to the holders of MSR Shares as if MSR Loan Notes have been
converted in full into MSR Shares at a conversion price of
168.25p.
The Offer has been structured so that accepting Shareholders will
be entitled initially to a proportionate interest in o100 nominal
of Grayswood Loan Notes (pro rata to their holdings). Such o100
nominal of Grayswood Loan Notes shall be issued to the Trustee
who shall hold such Grayswood Loan Notes on trust for accepting
Shareholders (pro rata to their holdings) absolutely. Any future
Proceeds Entitlements will constitute deferred consideration for
the sale of MSR Shares and/or MSR Loan Notes and such deferred
consideration will be satisfied by Grayswood issuing further loan
notes to the Trustee in due course in the same form as the
initial o100 Grayswood Loan Notes. Devonshire and Grayswood
reserve the right to issue the further loan notes in instalments
to the extent that Devonshire receives Proceeds in instalments.
There can be no certainty that any Proceeds will be received, or
as to the amount and timing of any such receipt. At this stage it
is not possible to quantify the value of the Proceeds owing to a
number of commercial uncertainties, which may take a number of
years to resolve. The Proceeds available to Grayswood for
issuing further loan notes will be calculated by multiplying the
Quotient by the amount of any cash actually received by
Devonshire from the Participations, and deducting Costs.
This amount will be converted to pounds sterling and subscribed
by Devonshire for newly issued shares in Grayswood. No account
will be taken of any value received by Devonshire other than
proceeds received in cash.
Grant Thornton Corporate Finance has advised Devonshire that the
value of the Offer may be as much as GBP32.2 million or 14.0p for
each MSR Share. However Shareholders should be aware that the
value of the Offer is uncertain and that Shareholders may
ultimately receive nothing even if they accept the Offer.
Background
The MSR Group's business was offshore oil production and related
services. MSR Shares were formerly traded on the Unlisted
Securities Market of the London Stock Exchange which ceased to
exist with effect from 31 December 1996. Since then, MSR Shares
have not been traded on any stock exchange. A winding-up order
was made against MSR on 31 March 1999 and Mr. Ladislav Hornan of
Hacker Young and Partners of St Alphage House, 2 Fore Street,
London EC2Y 5DH was appointed as liquidator of MSR with effect
from 26 November 1999.
In 1996 MSR finished production from the Emerald Field in the
North Sea and had one significant asset, a floating production
vessel that had been constructed in Italy and was awaiting
employment. In 1997 MSR's then Italian subsidiary company, SANA,
sold the Vessel to Petro-Deep Inc., a company incorporated in the
Cayman Islands at the request of Maritima Petroleo E Engenharia
Ltda which had negotiated with Petroleo Brasileiro S.A. the
charter of the Vessel to Petrobras and its upgrade to Petrobras'
requirements. It was agreed that Petro-Deep Inc. would make
payment in instalments over a period of 12 years from 1997 to
2008. At that time, even after allowing for the payments, which
would result from the sale of the Vessel, the MSR Group had a
significant negative net worth. This was because the net proceeds
of sale of the Vessel were not sufficient to repay debt incurred
in the development of the Emerald Field.
There was therefore no prospect of any payment from MSR either to
its unsecured creditors or to its shareholders. As part of the
arrangements for the sale of the Vessel, Devonshire (at the
request of Maritima Petroleo E Engenharia Ltda) agreed to
purchase secured indebtedness of MSR and to mitigate to some
extent the impact of the transaction on unsecured creditors and
shareholders.
Under those arrangements, the highest-ranking secured creditors
of MSR agreed to take a fixed amount of the net cash flow
available to MSR from the sale of the Vessel and to sell the
balance of their debt to Devonshire. Lower ranking secured
creditors of MSR agreed to sell their debt to Devonshire at a
discount to nominal value. All but one of the unsecured creditors
of MSR agreed to sell their debt to Devonshire on terms similar
to those accepted by the lower ranking secured creditors.
A condition originally imposed on Devonshire under those
arrangements for the sale of part of the debt, which it
purchased, was that Devonshire transfer to a newly incorporated
company a portion of certain repayments that Devonshire received
in respect of the debt that it had acquired and that Devonshire
make an offer to the Shareholders for 25 per cent. of their
holdings in MSR in exchange for shares in the capital of the
newly incorporated company.
At the time of the transaction in 1997 it was not possible to
calculate with any degree of accuracy the value which might
accrue to MSR Shareholders. Also, as any payment would only
mature after the secured creditors of MSR had been paid the
amount agreed by them, it was anticipated that it would be at
least 10 or 11 years before any payment could be made to
Shareholders (through the newly incorporated company).
Unfortunately, the Vessel sank in the South Atlantic on 20 March
2001 and has subsequently been declared a total loss. Under the
terms of the purchase agreement under which the Vessel was sold,
payment for the Vessel became due as a single loss payment in
full and final settlement of all payments. Accordingly, payments
of the Participations (if any) to Devonshire are likely to be
accelerated.
Devonshire has agreed to structure the Offer so as to enable
Shareholders who receive Grayswood Loan Notes in exchange for
their MSR Shares and/or MSR Loan Notes (as the case may be) to
elect to be treated as not having made a disposal of their MSR
Shares and/or MSR Loan Notes (as the case may be) for the
purposes of U.K. taxation of chargeable gains. In order for such
treatment to be available to accepting Shareholders, the Offer
needs to result in Devonshire acquiring an interest in more than
25% of the MSR Shares. Accordingly, since MSR is in liquidation
with an estimated deficiency of approximately GBP191 million, the
MSR Directors believe that it is in the interests of MSR
Shareholders that Devonshire makes an offer to the MSR
Shareholders for all of their holdings in MSR in exchange for
Grayswood Loan Notes (rather than for 25 per cent of MSR Shares
in exchange for shares in Grayswood as was originally
contemplated).
Conditions and further terms of the Offer
The MSR Shares and MSR Loan Notes will be acquired fully paid,
free from all liens, charges, equitable interests and
encumbrances and other third party interests, together with all
rights attaching thereto. The Offer is subject to the conditions
set out in Appendix I below.
Particulars of the Grayswood Loan Notes and the Loan Note
Instrument are set out in Appendix II below.
The issue of the Grayswood Loan Notes is (and therefore the
Proceeds Entitlements are) conditional upon the Offer becoming or
being declared unconditional in all respects. The Grayswood Loan
Notes (if any) will be issued to the Trustee on behalf of the
Shareholders who accept the Offer.
The terms of the Offer are such that to the extent that a
proportion of the Offer is not taken up in full by Shareholders,
an equivalent proportion of the Participations will not be
distributed to accepting Shareholders but instead will be
allocated to Devonshire and Den norske Bank ASA in the ratio
75:25 respectively. Devonshire itself does not intend to apply
the provisions of sections 428 to 430F of the Act to acquire
compulsorily any outstanding MSR Shares and MSR Loan Notes
following the Offer becoming or being declared unconditional in
all respects.
Financial effects of acceptance and valuation
The following financial effects of acceptance ignore any possible
liability to taxation.
Set out below, for illustrative purposes only, are the possible
financial effects of accepting the Offer for a holder of 1 MSR
Share.
(a) Capital value
Minimum Estimated
valuation
maximum
valuation
Value of the Offer GBPNil GBP0.14
Capital value of MSR Share prior to
Offer* GBPNil GBPNil
Increase in capital value GBPNil GBP0.14
* The capital value of MSR Shares has been calculated by
reference to the report made by the Official Receiver on 12 May
1999
(b) Net Income
Neither Grayswood nor MSR has declared a dividend. Accordingly, a
net income comparison cannot be given.
(c) Valuation
The Grayswood Loan Notes, to the extent that they are issued,
will be issued at such times as Grayswood receives cash pursuant
to the subscription agreement and are to be redeemed at par.
Irrevocable undertakings to accept the Offer
Irrevocable undertakings to accept the Offer have been received
in respect of the entire beneficial holdings of the MSR
Directors. These irrevocable undertakings amount to 48,635 MSR
Shares in total representing 0.02 per cent. Of the existing
issued share capital of MSR.
Reasons for the Offer
Devonshire is contractually obliged to make the Offer under the
terms of an undertaking dated 17 July 1997. However, the MSR
Directors believe that it is in the interests of MSR Shareholders
that Devonshire makes an offer to the Shareholders for all of
their holdings in MSR in exchange for Grayswood Loan Notes rather
than for only 25 per cent. of their holdings in MSR as originally
set out in that undertaking. The background to the circumstances
leading to the Offer is set out above.
Information on MSR
A winding-up order was made against MSR on 31 March 1999 and Mr
L. Hornan of Hacker Young and Partners was appointed as
liquidator with effect from 26 November 1999. There is no
prospect of any payment to the Shareholders from assets realised
or realisable in the liquidation. MSR is not trading and has no
employees.
The companies comprising the MSR Group are MSR and its
subsidiaries, being (1) Scarborough Shipping Ltd, (2) Emerald
Field Contracting Ltd, (3) Midland & Scottish Energy Ltd, (4)
Crawpeel Ltd, (5) Midland & Scottish Contracting Ltd, (6) Midland
& Scottish Europe Ltd, (7) Midland & Scottish Nominees Ltd and
(8) Emerald Standby Ltd.
Information on Devonshire and Grayswood
Devonshire is a company incorporated in Guernsey with registered
number 29943 and whose registered office is at 15 The Grange, St.
Peter Port, Guernsey, Channel Islands GY1 2QL. The issued share
capital of Devonshire is held by Kappa Limited and Hamilton
Nominees Limited. Kappa Limited and Hamilton Nominees Limited are
wholly owned subsidiaries of Hamilton Trustees Limited. Hamilton
Trustees Limited holds these interests as the sole trustee of the
Synergy Trust which is a discretionary trust established by
Messrs. German Efromovich and Jose Efromovich, Brazilian
citizens. Hamilton Trustees Limited has complete discretion
over the control and beneficial ownership of the trust assets. No
contracts or agreements exist between Hamilton Trustees Limited
and any other person governing the manner in which Hamilton
Trustees Limited exercises its discretionary powers.
The sole director of Devonshire is Hamilton Management Services
Limited a wholly-owned subsidiary of Hamilton Trustees Limited.
Hamilton Trustees Limited is a fiduciary company incorporated and
registered in Guernsey with registered number 11064 and whose
registered office is at 15 The Grange, St Peter Port, Guernsey,
Channel Islands GY1 2QL. Hamilton Trustees Limited is regulated
by the Guernsey Financial Services Commission and provides
company secretarial, administrative and trustee services to a
number of companies and individuals. The ultimate beneficial
owner of Hamilton Trustees Limited is Mr Tim Howarth of 15 The
Grange, St Peter Port, Guernsey, Channel Islands GY1 2QL. The
directors of Hamilton Trustees Limited are Mr Colin Ferbrache,
Mrs Sally Ozanne, Mrs Sue Clarke and Mr Tim Howarth all of 15 The
Grange, St Peter Port, Guernsey, Channel Islands GY1 2QL.
Grayswood is a private limited company incorporated in the
British Virgin Islands with registered number 512032 and whose
registered office is at Trident Chambers, PO Box 146, Road Town,
Tortola, British Virgin Islands. The director of Grayswood is
Hamilton Management Services Limited of 15 The Grange, St. Peter
Port, Guernsey, Channel Islands GY1 2QL. The authorized share
capital of Grayswood is 30,000 ordinary shares of GBP1 each, of
which one share has been issued and is owned by Devonshire.
Whilst the issued share capital of Grayswood is currently one
ordinary share assuming the Offer is declared unconditional in
all respects, Devonshire shall from time to time utilize the
Proceeds to subscribe for such number of ordinary shares in
Grayswood for cash as is required to put Grayswood in funds so as
to be able to redeem in full Grayswood Loan Notes issued from
time to time to the Trustee on behalf of the MSR Shareholders who
accept the Offer.
The Grayswood Loan Notes will be issued to the Trustee who will
hold them for such of the Shareholders absolutely who accept the
Offer (pro rata to their holdings). Therefore, the actions of
the Trustee in redeeming the Grayswood Loan Notes or otherwise
will be treated for U.K. taxation purposes as the actions of each
such Shareholder in respect of his or her entitlement.
General
Hamilton Trustees Limited, the parent company of Hamilton
Management Services Limited, the director of Devonshire, has
trustee's discretionary voting control over, but no ultimate
beneficial interest in 11,558,066 MSR Shares representing 5.06
per cent. of the current issued share capital of MSR and
GBP5,760,000 in principal amount of MSR Loan Notes.
The Offer will be made on the terms and subject, inter alia, to
the conditions which are set out in Appendix I and such further
terms as may be required to comply with the provisions of the
City Code.
The Offer referred to in this announcement is not being made,
directly or indirectly, in or into, or by use of the mails or by
any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign
commerce of, or by any facilities of a national state or other
securities exchange of, the United States of America, Canada,
Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction
and the Offer cannot be accepted by any such use, means or
instrumentality or otherwise from or within the United States of
America, Canada, Australia or Japan or any other such
jurisdiction. Accordingly, the Offer Document and the Form(s) of
Acceptance or any accompanying document referred to in this
announcement are not being, and must not be, mailed or otherwise
distributed or sent in or into or from the United States of
America, Canada, Australia or Japan.
The director of Devonshire, Hamilton Management Services Limited,
accepts responsibility for the information contained in this
announcement (other than information relating to MSR). To the
best of the knowledge and belief of the director of Devonshire
(having taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which
such director accepts responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information.
The MSR Directors accept responsibility for the information
contained in this announcement relating to MSR. To the best of
the knowledge and belief of the MSR Directors (having taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Grant Thornton Corporate Finance is authorised by the Financial
Services Authority. Grant Thornton Corporate Finance is acting
for Devonshire and no one else in connection with the Offer and
no one else and will not be responsible to anyone other than
Devonshire for providing the protections afforded to clients of
Grant Thornton Corporate Finance nor for providing advice in
relation to the Offer.
Nabarro Wells & Co. Limited is regulated and authorised by the
Financial Services Authority. Nabarro Wells & Co. Limited is
acting for the MSR Directors in connection with the Offer and
will not be responsible to anyone other than the MSR Directors
for providing the protections afforded to clients of Nabarro
Wells & Co. Limited or for providing advice in relation to the
Offer.
It is expected that the formal Offer Document, accompanied by a
Form(s) of Acceptance will be posted to MSR Shareholders today.
This announcement does not constitute an offer or an invitation
to purchase any securities.
To see Conditions of the Offer:
http://bankrupt.com/misc/Appendix.htm
CONTACT: GRANT THORNTON CORPORATE FINANCE
Financial Adviser to Devonshire Holdings
Phone: 0870 991 2589
Gerald Beaney
NABARRO WELLS
Financial Adviser To The Directors of The Directors of
Midland & Scottish Resources PLC (in liquidation)
Phone: 020 7710 7400
John Robertson
MYTRAVEL GROUP: To Consult Employee, Redundancies Could Be Up
-------------------------------------------------------------
MyTravel announced Tuesday that it will be entering into a
consultation period with employees which, unless savings can be
achieved by alternative means, may result in up to 700
redundancies from its U.K. businesses.
The decision to enter into a consultation period has been taken
against a background of difficult and uncertain market
conditions.
The consultation period is in addition to other efforts the
company is making to reduce costs, including a program to reduce
charter capacity, with a view to adjusting its cost base to
better reflect current market conditions.
MyTravel employs 27,000 staff members worldwide, 15,000 of whom
are in the U.K.
CONTACT: MTYRAVEL GROUP
Brunswick
Phone: 020 7404 5959
Contact:
Fiona Antcliffe
Roderick Cameron
THOMAS POTTS: EGM to Authorize Cancellation of AIM Listing
----------------------------------------------------------
The following is the text of a letter that is being posted to all
shareholders:
'Dear Shareholder,
Extraordinary General Meeting
Attached to this letter is a notice convening an EGM of the
Company on Thursday February 27, 2003, at which you are being
asked to vote on an Ordinary Resolution authorizing the Board to
cancel trading in the ordinary shares of the Company on the
Alternative Investment Market ('AIM') of the London Stock
Exchange, in effect delisting the Company's shares.
The purpose of this letter is to set out the Board's reasons for
proposing the Resolution and to seek your support for it.
Background
After a number of years of growth up to and including the year
ended 31 March 2000, the Group has since struggled to maintain
consistent profits. The year ended 31 March 2002 showed an
improvement on 2001, but the current year has been catastrophic.
As reported in the interim results, which accompany this
document, in the six months to the end of September 2002 the
Group made a pre-tax loss of GBP988,000, including GBP233,000 of
exceptional charges. Although the trading deficit will be reduced
in the second half, we anticipate more losses arising from the
disposal of further businesses. The exceptional charge is likely
to be between GBP1.5 and GBP2.0 million, mainly arising from the
writedown of fixed assets.
The sudden and wholly unexpected loss of the Group's biggest
customer in June 2002 forced on us the sale of our largest
manufacturing subsidiaries, B.P. Cook and Premier Metropolis 3/4
the alternative being continued heavy losses which the Board
considered unacceptable.
Likewise, until the current financial year the Company has always
endeavored to pay a reasonable dividend, and in most years we
have managed a small increase.
This year, however, the interim payment was halved and the Board
does not believe the Company will be in a position to pay a final
dividend this year or in the foreseeable future.
After completing the current programme of disposals, the Group
will be left with three print services subsidiaries: CCS Potts in
Cardiff, and Fairway PSD and Eurographics in Langley (Slough).
Current trading is mixed. We are cautiously optimistic that the
Group will return to profit in the medium term. A number of cost-
cutting measures are being implemented 3/4 including, you may be
pleased to hear, substantial pay-cuts for most directors. Adrian
Povey, group finance director, is leaving with our very best
wishes at the end of March after assisting with the restructuring
of the Group.
Group net assets (excluding goodwill) were GBP3.1 million
(approximately 1.5p per share) at 30 September 2002 (unaudited).
The Board has conducted an informal estimate of the Group's
assets and liabilities at 31 March 2003. It is forecast that the
comparable figure will be approximately GBP0.9 million
(approximately 0.4p per share) if we include the Group's long
leasehold property, in east London, at its existing commercial
use value of GBP1.2 million. As I have previously stated, the
Group is investigating the potential sale of this site.
We have received informal offers of interest (subject to planning
consent) which give contrasting values but range from a potential
gain of GBP0.5 to GBP1.5 million before tax. If achieved, the net
assets post disposal would be between approximately 0.6p per
share and 0.9p per share. The Group is trading comfortably within
its banking facilities and the Board expects liquidity to improve
still further as and when the east London site is sold.
The Thomas Potts share price has fallen sharply in the past two
years.
Shareholders may be aware that while being a quoted company can
bring many benefits when a company is performing well 3/4
including access to capital, the ability to incentivise employees
and enhanced status in the eyes of some customers 3/4 these
benefits evaporate when times are tougher, and being quoted can
be a burden which brings little or no benefit to the Company. In
the opinion of the Board, Thomas Potts is now in that unfortunate
position.
In difficult times companies such as ours also have to bear in
mind the financial costs imposed by being listed. Whilst the
Board's current intention is for the Company to remain a public
company, the costs of regulatory compliance, communication with
shareholders and maintenance of the register will all be much
lower without the requirements of an AIM listing. Perhaps more
important, we are entering a period of great change, and the
Board believes this change will be achieved more quickly and
successfully without the restrictions of quoted status.
Your Directors realize there are arguments against delisting and
they have considered them very carefully. In particular, if the
Resolution is passed there will be no market in the Company's
shares, which will make it very difficult for shareholders to
sell their shares. For this reason we propose to delay the
delisting until close of business on Friday 11 April 2003, which
will give shareholders the opportunity to sell in the current
U.K. tax year or the next if they wish to do so.
Putting the Resolution to shareholders has not been an easy
decision. The rules of AIM allow the Board itself to cancel the
listing, but on advice from our nominated advisers, Seymour
Pierce Limited, we have decided that in the circumstances it
would be appropriate to put the decision to shareholders at an
EGM. We know a number of you will be disappointed if in future
there is no market for your shares, and we do not expect the
Resolution to pass nem con. In proposing it, however, my
colleagues and I are recommending what in our view is in the best
interests of the Company and its shareholders in the longer term.
Timetable
It is anticipated that if the Resolution is approved, trading in
the Company's shares will cease with effect from close of
business on Friday April 11, 2003. In such circumstances,
individual shareholders may wish to take professional advice on
whether it is in their interest to retain their shares or to seek
to sell them before cessation of trading.
Shareholders may wish to bear in mind the possibility that if
Thomas Potts returns to growth and profitability, the Board may
in the longer term pursue a relisting of the Company's shares or
the outright sale of the whole Group. No director intends to
dispose of any shares between now and the proposed delisting.
Recommendation
The directors unanimously recommend that you vote in favour of
the Resolution as they intend to do in respect of the 38,050,000
ordinary shares which they beneficially own (18.0 per cent of
total shares in issue).
Yours sincerely
STEPHEN HARGRAVE
Chairman'
CONTACT: THOMAS POTTS PLC
Stephen Hargrave, Chairman
Phone: 020 7242 0735
SEYMOUR PIERCE LIMITED
Mark Percy
Phone: 0207 648 8700
TRINITY MIRROR: Rejects Bid, Might Shakeup Scottish Title
---------------------------------------------------------
Trinity Mirror rejected an initial takeover offer from Apax
Partners, which in November tried to forge a way to negotiate a
bid of around 450 p a share for the company. The tentative bid
valued the company at around GBP1.3 billion.
It is unclear whether the new chief executive Sly Bailey knew of
the offer, according to AFX, since it was Sir Ronald Cohen,
chairman of Apax Partners, and Sir Victor Blank, of Trinity, who
spoke before Christmas regarding a possible transaction.
A source familiar with the situation denied the issue saying,
"Nothing of any substance has happened here." The insider said
there was no formal approach by Apex and the proposed terms
undervalued the media group.
Venture capital group Candover was expected to join the buy-out
had it been pushed through. Both Trinity and Apax declined to
comment, while Candover could not be reached, the report says.
Analysts generally perceive Trinity Mirror, which owns the Daily
Mirror and Sunday People national titles and some 240 regional
papers, as an attractive break-up target for venture capitalists.
But many analysts are doubtful about the salability of national
titles, the Mirror, Sunday Mirror and the People, whose sales are
being smothered by the U.K.'s best-selling paper, the Sun.
As for Bailey's plans, analysts cannot agree on whether he would
separate the group into national and regional titles, although
some are inclined to believe she will restructure the group's
ailing Scottish titles: the Daily Recorda and Sunday Mail.
They also speculate Bailey might sell the Sunday title, the
People, which is likely to attract the head of Express
Newspapers, Richard Desmond.
CONTACT: TRINITY MIRROR
Nick Fullagar, Director of Corporate Communications
Phone: 020 7293 3520
Sharan Birring, IR Assistant
Phone: 020 7293 2805
************
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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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
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Information contained herein is obtained from sources believed to
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