/raid1/www/Hosts/bankrupt/TCREUR_Public/030207.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
Friday, February 7, 2003, Vol. 4, No. 27
Headlines
* B E L G I U M *
LERNOUT & HAUSPIE: Solicitation Period Extended Until March 31
* F R A N C E *
ALCATEL: Considers Divesting Troubled Opto-electronics Unit
ALCATEL: Proposes to Convert Class O Shares Into Ordinary Shares
RHODIA SA: Achieves Goal of Gradually Returning to Profitability
VIVENDI UNIVERSAL: Closes Sale of Canal+ Technologies
* G E R M A N Y *
BERTESLMANN AG: Receives Takeover Bids for Publishing Unit
COMMERZBANK GROUP: Records Pre-tax Loss of EUR372 MM for 2002
COMMERZBANK AG: Restructuring to Involve Workforce Reduction
* I R E L A N D *
ELAN CORP: Posts 4Q 2002 and Full-Year Financial Results
ESG RE: De-listed from Nasdaq Due to Untimely 10-Q Filing
* I T A L Y *
BANCA CARIGE: Fitch Affirms Individual Rating at 'C'
FIAT SPA: Employs Consultant to Review Sales in European Market
* L U X E M B O U R G *
VANTICO GROUP: Company Profile
* N E T H E R L A N D S *
GETRONICS N.V.: In Continuing Discussions With Bondholders
UNITED PAN-EUROPE: Releases Statement on Management Structure
* N O R W A Y *
NORSKE SKOG: Reports Update on NOK2 Billion Improvement Plan
NORSKE SKOG: Weak Demand and Strong Krone Affect Result
NORSKE SKOG: S&P Places Long-term Ratings on CreditWatch Negative
* P O L A N D *
ELEKTRIM S.A.: Court Discontinues Bankruptcy Proceedings
* S P A I N *
LYCOS EUROPE: Achieves EBITDA Breakeven Mark in Fourth Quarter
VIA DIGITAL: Cableuropa Challenges TV Merger in Court
* S W I T Z E R L A N D *
ZURICH FINANCIAL: Sells Private Banking Unit to Deutsche Bank
* U N I T E D K I N G D O M *
ARC INTERNATIONAL: Posts Pre-exceptional Net Loss of GBP4.9 MM
BOOKHAM TECHNOLOGIES: Restructuring to Cost 200 Job Cuts
CABLE & WIRELESS: Faces Lawsuit Filed by Fruchter & Twersky
EDINBURG FUND: Installs Charles Nunneley as Chairman
INVENSYS PLC: Speculation of Profit Warning Heightens
MYTRAVEL GROUP: Company Profile
ROYAL & SUNALLIANCE: Announces Details of "With Profits" Bonus
=============
B E L G I U M
=============
LERNOUT & HAUSPIE: Solicitation Period Extended Until March 31
--------------------------------------------------------------
As the only Debtor remaining without a confirmed plan, Lernout &
Hauspie Speech Products, NV, obtained an extension once more of
its exclusive period to solicit acceptances of its plan,
through and including March 31, 2003. (L&H/Dictaphone Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
609/392-0900)
===========
C Y P R U S
===========
BANK OF CYPRUS: Fitch Downgrades Individual Rating to 'C/D'
-----------------------------------------------------------
Fitch Ratings downgraded Bank of Cyprus's Long-term rating to 'A-
' from 'A', its Short-term rating, to 'F2' from 'F1', and its
Individual rating to 'C/D' from 'C'. BOC's support rating was
affirmed at '2', its long-term, short-term and individual ratings
removed from Rating Watch Negative and assigned a Stable Outlook.
The rating action reflects concerns over BOC's high costs, its
asset quality indicators and loan loss reserve coverage levels as
well as uncertainty regarding the economic outlook, according to
the rating agency.
Economic slowdown in Cyprus, further falls in the domestic stock
market, and a narrowing of margins following the interest rate
cuts in 2001 is expected to reduce the bank's net income in 2002.
Fitch also expects loan loss provisions to rise. At end-June
2002, BOC's gross non-performing loans represented a substantial
7.3% of total lending.
BOC intends to achieve future revenue growth and boost
productivity, but Fitch says the bank's profitability is likely
to be subdued in 2003 owing to the fact that the main drivers of
its economic growth--tourism and financial services--are
sensitive to external factors.
This is expected to make it difficult for the bank to build up
its loan loss reserve coverage.
As for its operation in Greece, Fitch says it performed well to
date.
The bank was also affected by the fall in the Cyprus Stock
Exchange, stagnating its fee income and resulting in realized and
unrealized losses on its securities portfolio.
Fitch noted that the bank has a large shortfall in its defined
benefit company pension scheme of EUR60m at end-June 2002, the
cost of which Fitch understands will be spread over 20 years.
According to the rating agency, "BOC has some sensitivity to a
fall in interest rates, owing to a mismatch between its short-
term assets and one-year maturity fixed rate customer deposits,
although it is gradually addressing the imbalance."
While acknowledging that BOC's Tier 1 capital ratio of 8.1% at
end-June 2002 to be reasonable, it warns that the bank's capital
adequacy may come under pressure, as the expansion programme in
Greece continues and BOC will need to make additional provisions
to build up loan loss reserves thus limiting internal capital
generation. BOC is set to issue CYP50m of Tier 1 capital
securities in early 2003. The offering is believed to provide
relief in the near term.
Fitch said in order to maintain a one-notch differential with the
issuer's Long-term rating, it also downgraded the rating assigned
to BOC's EUR275m Subordinated Notes due in 2011 to 'BBB+' from
'A-'.
BOC is the oldest bank in Cyprus. It operated a network of 188
branches and had 3,459 staff in Cyprus at end-June 2002.
===========
F R A N C E
===========
ALCATEL: Considers Divesting Troubled Opto-electronics Unit
-----------------------------------------------------------
French telecoms equipment maker Alcatel is considering the
possibility of selling its troubled opto-electronics division,
including the unit's sizeable operation at Livingston, in West
Lothian.
Regina Coqueron, a spokeswoman for Alcatel said: "We're not
exactly putting the division up for sale - but we are exploring
strategic alternatives with a view to looking at all
possibilities, including a merger, sale or perhaps some other
form of disposal.
The telecoms equipment giant said it is seeking shareholder
approval to delist Alcatel Optronic's tracking stock, which was
created during the height of the telecoms boom in October 2000.
According to Ms. Roqueron, this is expected to give the
management "more flexibility to address the future" of the
business which was once the fastest-growing division of the
group.
The spokeswoman declined to name neither a sale price, nor
potential buyers for the business, which recently posted a full
year net loss of GBP276 million on sales of GBP55 million.
Following the downturn in the telecoms sector, the planer
lightwave circuits manufacturer undertook massive restructuring,
including the reduction of employees to about 500 from 1500.
The shakeup saw the conversion of the unit's Livingstone plant
into Alcatel's global manufacturing and research and development
centre for optical wavelength filters, called fibre bragg
grating. This was the result of the closure of a plant at
Gatineau in Quebec, Canada. The transformation also reduced the
plant's workforce from 400 to 150 at present.
One City analyst, who specializes in global technology stocks,
said: "The potential sale of Alcatel Optronics is basically a
recognition that this is not a short-term downturn, and that
tinkering with costs is not enough.
ALCATEL: Proposes to Convert Class O Shares Into Ordinary Shares
----------------------------------------------------------------
The Board of Directors of Alcatel decided to submit for approval
a resolution at its Annual Shareholders' Meetings scheduled to be
held on April 17, 2003 to convert all outstanding Alcatel class O
shares into Alcatel ordinary shares on a one-for-one basis. The
class O shares issued in October 2000, track the performance of
the Optronics activity. The reclassification will occur by
amending the Company's bylaws. This decision was taken after the
Board analyzed the market conditions of the opto-electronics
industry. It was noted that current conditions are very different
from those that existed at the time the class O share was created
and these conditions negatively affected the Optronics activity's
performance and appear likely to do so at least throughout 2003
and later.
Since 2001, the telecommunications sector has undergone a severe
downturn and the opto-electronic component market has been among
those hardest hit. During 2001 and 2002, the Optronics activity
has suffered from a deteriorating financial situation and,
despite a restructuring program that was expanded in 2002, there
can be no assurance that this business can achieve break-even in
the mid term. The profound and long-lasting trend in this
business has caused many of the participants in this segment to
reassess their strategies for opto-electronics businesses and to
consider strategic alternatives, such as shutting down their
activities, drastically reducing their size and objectives or
selling to emerging players who have aggressive strategies of
consolidation, synergies and economies of scale.
Alcatel believes that the elimination of the tracking stock will
give it more flexibility as it addresses the future of the
Optronics business and continues to explore strategic
alternatives for the activity.
About Alcatel
Alcatel provides end-to-end communications solutions, enabling
carriers, service providers and enterprises to deliver contents
to any type of user, anywhere in the world. Leveraging its long-
term leadership in telecommunications networks equipment as well
as its expertise in innovative applications and network services,
Alcatel enables its customers to focus on optimizing their
service offerings and revenue streams. With sales of EURO 16.5
billion in 2002, Alcatel operates in more than 130 countries.
RHODIA SA: Achieves Goal of Gradually Returning to Profitability
---------------------------------------------------------------
Rhodia published Wednesday its audited annual results for 2002.
The Group achieved its key commitments made at the end of 2001: a
gradual return to profitability, the completion of a significant
asset divestiture program and the generation of positive
operating cash flow.
Improved Operating Profitability
Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA) up 26.1%, reaching a total of EUR798 million against
EUR633 million reported in 2001.
Improvement in Operating Income to EUR351 million in 2002 against
EUR91* million in 2001 on an historic basis.
EBITDA/Sales ratio of 12.1%, representing a 3.4 point increase
over 2001.
Eur500 Million Target From Asset Divestments Exceeded
Financial debt reduced by EUR516 million through divestments.
Average valuation of divestitures 5.5 times greater than EBITDA.
Overall capital loss of EUR37 million.
Generation Of Eurp132 Million In Positive Free Cash Flow
Positive operating cash flow of EUR277 million, despite 152
million in outlays related to the restructuring program financed
in 2002.
Free cash flow of EUR132 million impacted by the exceptional
payment of GBP145 million into British and American pension
funds.
Capital expenditures reduced almost EUR110 million (EUR374
million in 2002 compared with EUR483 million in 2001).
* EUR16 million reported in 2001 after amortization of goodwill
A full report of Rhodia's 2002 Annual Results can be viewed in
this URL: http://bankrupt.com/misc/RHODIA2002AnnualResults.htm
VIVENDI UNIVERSAL: Closes Sale of Canal+ Technologies
-----------------------------------------------------
The sale of Vivendi Universal's (NYSE: V; Paris Bourse: EX FP)
89% stake in Canal+ Technologies to Thomson Multimedia has been
closed on the basis of EUR190 million in cash: EUR169 million has
been collected and the remainder is to be paid after post-closing
adjustment.
******
Vivendi Chief Executive Officer Jean-Rene Fourtou is currently
divesting assets with a plan 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.
CONTACT: Vivendi Universal
Paris
Media: Antoine Lefort
Phone: +33 (1) 71.71.1180
Alain Delrieu
Phone: +33 (1).71.71.1086
=============
G E R M A N Y
=============
BERTESLMANN AG: Receives Takeover Bids for Publishing Unit
-----------------------------------------------------------
Troubled German media group Bertelsmann confirmed that it has
received more than a dozen takeover bids, ranging between EUR 800
million to EUR1.2 billion, for its science and business
publishing unit.
BertelsmannSpringer has a large online presence and subsidiaries
in 18 countries. Bertelsmann is selling the division, which it
considers non-core, in order to lower debt, speculated at around
EUR4 billion at the end of 2002.
The media group declined to draw up a shortlist of potential
buyers; but interested parties are thought to include the Anglo-
Dutch group Reed Elsevier and the UK's Taylor & Francis.
However, reports say competition laws may hold back the sale of
the group.
AFX News last week reported Bertelsmann AG chairman Gunter
Thielen ruling out large acquisitions in light of its debt level.
The company's debt ballooned after Zomba exercized a 'put' option
worth US$3 billion for Bertelsmann to acquire the remaining
shares in Zomba last year.
In June it dropped a planned EUR1-billion bond sale due to market
conditions.
CONTACT: BERTELSMANN AG
Carl-Bertelsmann-Strasse 270
D-33311 Gtersloh, Germany
Phone: +49-5241-80-0
Fax: +49-5241-80-9662
Homepage: http://www.bertelsmann.de
Contacts: Gunter Thielen, Chief Executive Officer
Siegfried Luther, Chief Financial Officer
COMMERZBANK GROUP: Records Pre-tax Loss of EUR372 MM for 2002
-------------------------------------------------------------
Commerzbank-2002 financial statements
- pre-tax loss: EUR-372 million
- provisioning as budgeted at EUR1.32 billion
- operating expenses down 12%
- restructuring expenses of EUR209 million
- core capital ratio rises to 7.3%
- outlook for 2003: return to profitability
The Commerzbank Group had to accept a pre-tax loss of EUR372
millions for the 2002 financial year. After a positive tax effect
of 107m euros and minority interests had been taken into account,
a net loss of 298m euros remained. Nevertheless, as a gesture
towards its shareholders, the banks chairman, Klaus-Peter Mller,
will propose to the supervisory board on March 31 that a dividend
of 10 cents per share be paid.
Given a further deterioration in overall conditions, net interest
and commission income as well as proprietary trading failed to
reach their year-earlier levels. At the same time, the wave of
insolvencies made a sharp increase in provisioning necessary,
which was exactly in line with forecasts at EUR1.32 billion. The
bank achieved distinct successes in its cost-cutting. At EUR5.15
billion, operating expenses were not only 12% lower than in 2001,
but also easily exceeded the banks target of EUR5.5 billion.
The net result on investments and securities includes, on the one
hand, large write-downs and, on the other hand, the income from
the sale of the banks 3.9% interest in Credit Lyonnais. All the
same, the negative revaluation reserve has improved since end-
September (EUR-1.28 billion) to EUR-750 million. The core capital
ratio had reached 7.3% according to BIS by year-end.
For the current year, the board of managing directors expects a
return to profitability, even under adverse conditions. Among
other things, a further reduction of costs to below EUR5 billion
will be instrumental here.
Issuer's information/explanatory remarks concerning this ad-hoc-
announcement:
Provisional consolidated income statement, 2002 (unaudited)*
in million euros 2002 2001
Net interest income 3,126 3,581
Provision for possible loan losses (1,321) (927)
Net commission income 2,109 2,267
Trading profit 543 1,197
Net result on hedge accounting (56) 63
Net result on investments and securities
portfolio (87) 219
Other operating result 676 (220)
Operating expenses (5,153) (5,855)
Profit/loss before restructuring expenses (163) 325
Restructuring expenses (209) (282)
Pre-tax profit/loss (372) 43
Taxes on income 107 114
Minority interests (33) (55)
Net profit/loss (298) 102
Core capital ratio (according to BIS) 7.3% 6.0%
*Minus figures are shown in parentheses.
COMMERZBANK AG: Restructuring to Involve Workforce Reduction
------------------------------------------------------------
Chief Financial Officer Axel von Ruedorffer said Commerzbank AG
will slash jobs as it restructures towards break-even in 2003.
The restructuring measures, which are due to be decided in mid-
March, will not rule out job cuts, he says. The cuts will be on
top of the 4,300 aimed by the end of the year, including around a
third from its investment banking.
The bank, which posted a pre-tax loss of EUR372 million in 2002,
intends to lower operating costs to EUR4.9 billion in 2003 from
EUR5.2 billion in 2002. It aims to lower the figure further to
EUR4.5 billion in 2004.
Commerzbank also plans to divest non-core industrial and
financial holdings to finance possible acquisitions, to save
equity and to concentrate on core activities, according to
Chairman Klaus-Peter Mueller.
But this will not be done in haste, he said, adding that this
will only be undertaken if the price is within target.
The bank's holdings include a 10% stake in Linde AG, a 10.5%
stake in Buderus AG and a 9.9% stake in Heidelberger
Druckmaschinen AG, according to Deutsche Boerse.
CONTACT: 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
=============
I R E L A N D
=============
ELAN CORP: Posts 4Q 2002 and Full-Year Financial Results
--------------------------------------------------------
Fourth Quarter 2002 Financial Highlights
-- Net loss of $639.0 million ($1.83 per diluted share) compared
to net income $3.5 million ($0.01 per diluted share) in the
fourth quarter of 2001.
-- Other, mainly non-cash, charges of $451.0 million (net of
gains of $230.8 million) compared to other charges of $202.8
million in the fourth quarter 2001.
-- Total revenue of $223.6 million compared to $487.6 million in
the fourth quarter of 2001, a decrease of 54%. Total revenue of
$223.6 million is after a charge of $68.0 million in respect of
the impact of generic competition principally affecting
Zanaflex(TM).
-- Net loss of $120.0 million for the fourth quarter of 2002
($0.34 per diluted share) before other charges of $451.0 million
and a charge against revenue of $68.0 million for the impact of
generic competition.
-- Revenue from retained products (excluding Zanaflex) of $125.2
million compared to $125.5 million in the fourth quarter of 2001.
-- Cash balances at December 31, 2002 were $1,005.0 million.
Full-Year 2002 Financial Highlights
-- Net loss of $2,394.8 million ($6.85 per diluted share)
compared to net income of $342.8 million ($0.95 per diluted
share) for full-year 2001.
-- Other, mainly non-cash, charges of $2,224.8 million (net of
gains of $230.8 million) compared to $355.1 million for
full-year 2001.
-- Total revenue of $1,470.1 million compared to $1,862.5 million
for full-year 2001, a decrease of 21%.
-- Revenue from retained products (excluding Zanaflex) of $470.2
million compared to $443.6 million for full-year 2002, an
increase of 6%.
Full report of Elan's Financial Report can be viewed at:
http://bankrupt.com/misc/ElanFinancialResult.htm
CONTACT: ELAN CORPORATION PLC
Emer Reynolds, Vice President, Investor Relations
Lincoln House, Lincoln Place
Dublin 2, Ireland
Phone: +353-1-709-4000
+353-1-709-4108
ESG RE: De-listed from Nasdaq Due to Untimely 10-Q Filing
--------------------------------------------------------
ESG Re Limited announced that the Nasdaq Listing Qualifications
Panel has informed them that the company's securities will be
delisted from The Nasdaq Stock Market effective with the opening
of business on Tuesday, February 4, 2003.
The reason given for this decision is the company's failure to
timely file its quarterly report on Form 10-Q for the quarter
ended September 30, 2002. In addition, the Panel cited as a
reason for its de-listing decision, the company's failure to file
any of the amendments to previously filed reports under the
Securities Exchange Act of 1934, as amended, for any of the
anticipated restatements of certain information in its financial
statements.
The company continues to work with its auditors, BDO
International, to complete and file the quarterly report on Form
10-Q and any required restatements to its previously filed
reports.
A Current Report on Form 8-K will be filed as soon as practicable
regarding NASDAQ's decision to de-list the company's securities.
CONTACT: ESG RE LIMITED
Alasdair Davis, Chief Executive Officer
Phone: +353 1 6750200
E-mail: alasdair.davis@esg-world.com
or
ESG RE LIMITED
Alice Russell, Investor Relations
Phone: +353 86 819 2945
E-mail: alice.russell@esre.ie
=========
I T A L Y
=========
BANCA CARIGE: Fitch Affirms Individual Rating at 'C'
----------------------------------------------------
Fitch Ratings affirmed Banca Carige's Long-term and Short-term
ratings at 'A' and 'F1, and Individual and Support ratings at 'C'
and '4' respectively. The Outlook remains Negative.
According to the international rating agency, the ratings reflect
the bank's strong market share in its home region, its moderate
diversification of revenues, good capitalization, improved
funding and the upgrading of its risk management procedures, as
well as its weak profitability, and undistinguished asset
quality.
Fitch acknowledges the improvement in the bank's geographical
coverage, and its position as an important regional bank,
particularly in the Liguria region, Tuscany, Sicily and Lazio.
But it also says that after a period in which Carige's operating
profit has continued to grow, the economic slowdown in 2002 has
placed income generation under pressure.
In the first three quarters of 2002 operating profit and net
income fell to a level which is not consistent with the bank's
current long- and short-term ratings (considering greater credit
risks); thus, the rating outlook remains negative.
Fitch warns that the implicit risks of broader geographical
coverage combined with slower economic growth may cause the bank
to set aside larger loan loss provisions, which could potentially
weaken profitability.
It indicated it to review the bank's long- and short-term ratings
in the event of a decline in pre-provisions operating profit or
when an increase in the proportion of pre-provisions operating
profit is eroded by loan loss provisions.
CONTACT: BANCA CARIGE
Via Cassa di Risparmio, 15
16123 Genoa, Italy
Phone: +39-010-5791
Fax: +39-010-579-4000
Home Page: http://www.carige.it
FIAT SPA: Employs Consultant to Review Sales in European Market
---------------------------------------------------------------
Debt-laden Fiat SPA has appointed Roland Berger, the German
business consultancy, to investigate the sales of the Italian car
manufacturer in the European market.
According to the Financial Times, falling annual sales for Fiat
have caused profit problems. Thus, Rolan Berger was appointed
with a view to stabilizing processes in its sales network and
retail organization.
Sales in Germany fell by 15% to 104,600 units last year, while
turnover slipped by 10% to EUR1.8 billion.
Meanwhile, Fiat-Lancia-Commerciali head Gianni Coda says that
Fiat's share of the domestic market could have risen to as much
as 30% in January, compared with 27.8 per cent in December 2002.
The success of Stilo Multi Wagon model could have accounted for
the rise, if production was not adversely affected by the
flooding at the Termoli plant that manufactures engines for Punto
and Y models.
New models, however, will be launched in July, September and
October, and there are plans to launch Multijet, the new diesel
engine developed in partnership with US group General Motors in
Poland. It will initially equip Opel cars, before being extended
to the new version of the Fiat Punto.
Furthermore, chairman Paolo Fresco and Chief Executive Officer
Alessandro Barberis are meeting GM to discuss a capital increase
for the Fiat Auto unit and closer industrial cooperation.
Agenda of the discussion could include: selling assets to GM in
exchange for a delay in the Jan 1, 2004 date when under a put
option Fiat can ask GM to buy the 80% stake in Fiat Auto;
increasing capital to EUR3 billion, which would lead to EUR5
billion for the auto unit and the spin-off of non-auto
activities; and acquiring a 51% stake in Fidis, the Italian
financial services group, for EUR360-370 million.
===================
L U X E M B O U R G
===================
VANTICO GROUP: Company Profile
------------------------------
NAME: Vantico Group
PHONE: +41 61 966 3333
FAX: +41 61 966 3334
WEBSITE: http://www.vantico.com
TYPE OF BUSINESS: Vantico operates as a global leader in
providing solutions in the field of innovative coatings,
structural composites, adhesives, tooling materials, and
electrical and electronic insulation, utilising thermosetting
polymers for the automotive, electronic, electrical, aerospace
and consumer-durable industry. Its three global divisions are
Polymer Specialties, Adhesives & Tooling and Optronics.
EXECUTIVES: Helmut Strametz, Chief Executive Officer of Vantico
Justin Court, Chief Financial Officer
Achim Roloff, Chief Administrative Officer
Lando Ferretti, Head of Adhesives & Tooling Division
Bernard Pellereau, Head of Polymer Specialties
Division
INVESTOR RELATIONS: Scott Fulton Financial Dynamics
E-mail: scott.fulton@fd.com
NUMBER OF EMPLOYEES: 2,800
LATEST FINANCIAL STATEMENT: http://bankrupt.com/misc/vantico.pdf
DEBTS: CHF 953 million (as of September 30, 2002)
TRIGGER EVENT: In September, Moody's Investors Service lowered
the debt securities rating of the Luxemburg-based company from
Caa1 to Ca, and its Senior Implied rating from B2 to Caa2. It
also lowered the ratings on the bank debt facilities of Vantico
International S.A. from B2 to Caa1.
Moody's commented that the liquidity position of the Group might
need a further capital injection if cash inflows and market
conditions do not improve.
Vantico's obligations include a mandatory bank debt repayment of
CHF 24 million on December 31, 2002 and a further CHF 30 million
on June 30, 2003 in addition to the high yield interest payment
of EUR 15 million (CHF 22 million) in February 2003 and
annualised CAPEX of around CHF 30 million.
CREDITOR: MORGAN GRENFELL PRIVATE EQUITY
Contact: Graham Hutton, Chief Executive
Phone: +44 171 545 7810
Tom Leader, Director
Phone: +44 171 545 5322
FINANCIAL ADVISER TO VANTICO AND MGPE:
CLOSE BROTHERS CORPORATE FINANCE
Contact: Peter Marshall
Phone: +44 (0) 20 7655 3100
Fax: +44 (0) 20 7650 0999
E-mail: peter.marshall@cbcf.com
Richard Grainger
Phone: +44 (0) 20 7655 3100
Fax: +44 (0) 20 7655 8906
E-mail: richard.grainger@cbcf.com
Jason Clarke
Phone: +44 (0) 20 7655 3100
Fax: +44 (0) 20 7 655 8906
E-mail: jason.clarke@cbcf.com
=====================
N E T H E R L A N D S
=====================
GETRONICS N.V.: In Continuing Discussions With Bondholders
----------------------------------------------------------
Since its announcement on January 29, 2003 to extend the
acceptance period of the Invitation to Tender, Getronics has held
discussions with representatives of holders of its two
outstanding series of subordinated convertible bonds and with
holders of its financing preference shares. These discussions are
in progress.
In the discussions the Company is taking into account the
interests of all stakeholders in the Company. The Company expects
to be able to come to a conclusion of these discussions soon.
About Getronics
With approximately 25,000 employees in over 30 countries,
Getronics is one of the world's leading providers of vendor
independent solutions and services to professional users of
Information and Communication Technology (ICT). Through
consulting, integrating, implementing and managing Infrastructure
Solutions and Business Solutions, Getronics helps many of the
world's largest global and local organisations to maximise the
value of their technology investment and improve interaction with
their customers. Getronics' headquarters are in Amsterdam, with
regional head offices in Boston and Singapore. Getronics' shares
are traded on Euronext Amsterdam ('GTN').
This press release is not an offer of securities for sale in the
United States or any other jurisdiction. The Existing Bonds, the
new ordinary shares and the New Bonds have not been and will not
be registered under the U.S. Securities Act of 1933, and may not
be offered or sold in the United States absent registration or an
exemption from registration. There will be no public offering of
such securities in the United States.
*****
On January 29, 2003, 24.5% of the combined accrued value of
Getronics' two outstanding subordinated convertible bonds due
April 2004 and March 2005 (together, the Existing Bonds) had been
tendered for exchange. The threshold of 57.5% set out in the
invitation to tender, announced on January 10, 2003, has not been
met, and the Company has therefore decided to extend the
acceptance period.
Getronics said it will hold discussions with the holders of its
securities, and expects to announce revised terms for the
invitation to tender, based on these discussions, on or before 5
February 2003. Holders of the Existing Bonds who have already
tendered their offers to exchange their Existing Bonds may
withdraw their original offer to exchange.
CONTACT: GETRONICS N.V.
Donauweg 10
P.O. Box 652
100 AR Amsterdam
The Netherlands
Phone: +31-20-586 1412
Fax: +31-20-586 1516
Home Page: http://www.getronics.com
UNITED PAN-EUROPE: Releases Statement on Management Structure
-------------------------------------------------------------
Despite a clarification sent out by the company Tuesday morning,
several press reports continue to contain factually incorrect
information regarding the management structure of UPC after
restructuring.
As stated before, on the date of delisting of UPC N.V. from
Euronext, the Supervisory Board and Board of Management of UPC
N.V. will cease to exist in their current form. UPC NV will
become a wholly owned subsidiary of New UPC, a U.S. Holding
company. The members of UPC's current Board of Management will
continue to perform their current roles as they have done in the
past. Hence, there are no proposals to change any of the current
management team of UPC who will join certain officers of
UnitedGlobalCom, Inc. (UGC), New UPC's parent company, in the New
UPC management structure.
Gene Schneider, Chairman and CEO of UGC stated: "We have full
confidence in the performance of each of the members of the
current Board of Management of UPC. They have created a
significant pan-European cable network and have succeeded in the
past two years under difficult circumstances to firmly improve
the operating fundamentals of the company."
CONTACT: UNITED PAN-EUROPE
Boeing Avenue 53
1119 PE Schiphol-Rijk
PO Box 74763, 1070 BT
Amsterdam, The Netherlands
Contact:
Rick Westerman, Investor Relations
Phone: (303) 220-6647
Email: rwesterman@unitedglobal.com
===========
N O R W A Y
===========
NORSKE SKOG: Reports Update on NOK2 Billion Improvement Plan
------------------------------------------------------------
Norske Skog's efforts to achieve improvement results of 2 billion
NOK by the end of 2004 are on target. The company has begun
implementing multiple initiatives across the globe.
In October 2002, Norske Skog started a comprehensive program to
strengthen the company's competitiveness and profitability. The
'Improvement 2003' program involves the entire global operation.
Work targeted
Norske Skog has identified close to 300 improvement initiatives
and prepared plans for implementation. The cost reductions and
increase in efficiencies should produce improvement results of 2
billion NOK.
"It is essential to carry out significant changes to strengthen
Norske Skog's competitive strength and profitability. The current
downturn is believed to continue in 2003 with weak markets, low
paper prices and a strong Norwegian krone. We must proceed
quickly and effectively to counter this situation. I am impressed
with the contribution and work that is being done. There are some
very difficult decisions ahead of us, but the work that has been
done shows that we will succeed", says President and CEO Jan
Rein†s."
Co-ordinate and streamline
Norske Skog's strength is that it is a global player with
operations on five continents, which allows for substantial
results on improvement activities. The program will capture
significant results and synergies with stronger co-ordination
within administration, production, purchasing and logistics.
Administration will be simplified and reduced, while the
organization and manning at the mills will be streamlined to a
greater extent than today. This will make it easier to share
knowledge and transfer best practice between production units in
the company.
According to Norske Skog's calculations, the initiatives will
capture improvement results in 2004 that will roughly be divided
as follows:
Production & maintenance manning: NOK 450 million
Corporate and mill overhead: NOK 450 million
Supply: NOK 600 million
Distribution: NOK 150 million
Sales & operation: NOK 350 million
Manning reductions
In December 2002, considerable changes were made in the
organization structure and new senior managers for central
positions were appointed. The restructuring process has continued
throughout all parts of the company including a comprehensive
review of tasks and responsibilities.
Based on this process, the total reduction is estimated to exceed
1,200 full-time positions during 2003 and 2004. In total, the
administrative positions will be reduced by about 25%, while
positions in production and maintenance will go down by
approximately 15%.
The downsizing process will begin with staff functions at the
head office and regional offices (Oslo, Sydney in Australia, and
Curitiba in Brazil). The new organizational structure at these
locations will be effective from February 15, 2003.
At the mills, it is necessary to use more time to develop the new
organization. The future organization and goals for manning
levels at each mill will be completed in March. It will be the
responsibility of the line management in each unit to implement
organizational changes. These will be handled in accordance with
the rules about involvement and negotiations with employee
representatives in each country.
Norske Skog has developed a global policy for downsizing to
secure equal treatment of employees. Early retirement
opportunities will be available and redundant employees will
receive severance pay and assistance to advise and help them
attain new employment.
Transaction service centres
In order to increase the efficiency within administration, two
transaction service centres will be set up for Norske Skog in
Europe, one in Skogn, Norway and the other in Antwerp, Belgium.
The centre in Antwerp will have supporting functions for sales
and logistics, and the centre in Skogn will perform accounting
and salary administration for the Norwegian units. These centres
will increase the efficiency of administrative tasks, which
currently are spread out in many locations.
Targeted investments
Norske Skog will develop a long-term plan for development of the
company's production facilities.
Capital spending will, to a large degree, be targeted to further
develop competitive mills, while paper machines identified as
"harvesting assets" (15 - 20 per cent of capacity) will only
receive maintenance capital.
Norske Skog will continue to refine the investment strategy and
at a later date, present a long-term plan for development of the
company's mills and paper machines.
CONTACT: NORSKE SKOG
Corporate Communications
For financial market:
Jarle Langfj‘ran, Vice President Investor Relations
Phone: + 47 67 59 93 38
Mobile: +47 909 78 434
NORSKE SKOG: Weak Demand and Strong Krone Affect Result
-------------------------------------------------------
Norske Skog had operating revenue of NOK 23.4 billion in 2002
(NOK 30.3 billion) and operating earnings before restructuring
costs of NOK 1.9 billion (NOK 5 billion). The operating result
was negatively affected - in the amount of about NOK 1 billion -
by the stronger Norwegian krone, if one compares the average
krone exchange rate in 2001 and 2002. As well as the exchange
rate, lower prices and volumes were the main reasons for the poor
result. The Board proposes this year, as last year, a dividend of
NOK 6 per share.
"There is little doubt that it is the strong Norwegian krone
which has had the most marked impact on Norske Skog's
profitability, compared with our competitors," says CEO Jan
Reinas. "Despite weak demand, Norske Skog has on the whole
attained its long-term financial target figures. The Company is
now undergoing a consolidation and operation phase, and
Improvement 2003 will help better our competitiveness
considerably. The result will be a stronger Norske Skog," he
adds.
In the 4th quarter of 2002 Norske Skog had operating revenue of
NOK 6 billion, and operating earnings - before restructuring
costs - of NOK 432 million. The allocation of NOK 600 million to
cover estimated restructuring costs in connection with the
"Improvement 2003" program gives an operating result of minus NOK
168 million. This amount includes set-asides to cover costs
connected with de-manning.
Norske Skog's total assets declined from NOK 56.2 billion in 2001
to NOK 44.9 billion in 2002. At the end of 2002 Norske Skog had a
net debt to equity ratio (gearing) of 1.02. During 2002 Norske
Skog paid off debt totaling NOK 2.4 billion.
The Group's equity capital stood at NOK 17.9 billion as
of December 31, 2002. This corresponds to NOK 136 per share, and
gives an equity capital ratio of nearly 40%. Conversion of
overseas subsidiaries to Norwegian kroner negatively affected
equity capital by NOK 1.9 billion in 2002, owing to changes in
currency exchange rates. The Group's debt is largely denominated
in foreign currencies, and exchange rate changes reduced net
interest-bearing debt by NOK 2.2 billion.
In Europe markets for publication paper were marked by imbalance
and at times pressure on prices, during 2002. Newsprint prices in
terms of local currencies were about 10% lower than in 2001.
Lower advertising volumes led to lower demand during the year,
and this in turn caused newsprint production adjustments. Norske
Skog Europe had operating revenue of NOK 14 billion and operating
earnings of NOK 1.1 billion in 2002.
South America is marked by economic uncertainty. This led to a
fall in demand for newsprint. Norske Skog strengthened its market
position in the region, despite increased competition from North
American suppliers. Norske Skog's operating revenue in South
America in 2002 was NOK 1.1 billion, and its operating result was
minus NOK 9 million.
In Australasia there is relatively good demand for wood-
containing publication paper. Norske Skog's long-term contracts
in the region generate stable, satisfactory earnings. Total
operating revenue for the region was NOK 3.8 billion. Operating
earnings reached NOK 546 million.
Pan Asia achieved strong results in 2002. There was good demand
in Korea and China, coupled with stable prices and efficient
production. In other parts of Asia markets were weak and prices
low. Norske Skog owns 50% of Pan Asia and its share of Pan Asia's
operating revenue and operating earnings were, respectively, NOK
2.6 billion and NOK 562 million.
In North America, demand for wood-containing publication paper
increased during the second half of 2002, but prices continue
low. NorskeCanada, of which Norske Skog owns 30.6%, had operating
revenue and operating earnings of, respectively, CAD 1,482
million and CAD minus 123 million in 2002.
Norske Skog expects that publication paper markets will be weak
in the first half of 2003, too, and that the krone exchange rate
will continue high.
Norske Skog foresees stable sales volumes in 2003, compared with
2002. In Europe, newsprint prices are expected to continue
falling. Negotiations about prices and deliveries are still in
progress. A newsprint price increase of USD 50 per tonne has been
announced in North America, effective from March 1, 2003.
Magazine paper is expected to be under some price pressure during
the first half-year.
Consequently, Norske Skog foresees a weak result in 2003. Through
the year, however, the effect of the improvement programme will
make a positive contribution.
To see the Company's Financial Results:
http://bankrupt.com/misc/Norsk.pdf
CONTACT: NORSKE SKOG
Financial market
Jarle Langfjean, Vice President
Phone: +47 67 59 93 38
Mobile: +47 909 78 434
NORSKE SKOG: S&P Places Long-term Ratings on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB' long-term
ratings Norske Skogindustrier ASA (Norske Skog) on CreditWatch
with negative implications. It also subjected its short-term 'A-
2' corporate credit rating on CreditWatch with negative
implications.
According to Standard & Poor's credit analyst Alf Stenqvist, "The
CreditWatch reflects Norske Skog's weakening financial
performance, which is the result of weak market conditions
combined with relatively high leverage following acquisitions in
recent years."
Mr. Stenqvist added that it would be a tough road ahead for the
forest products company's ride into achieving credit measures at
levels appropriate for the current ratings considering the
bleakness of the near to medium term outlook for publication
papaers in Europe. In 2002, funds from operations to net debt
was down about 20% and EBITDA net interest was about 4.3x.
The rating agency warned that despite counter measures, pricing
and volume pressure in Europe on Norske Skog's main paper grades-
-newsprint and magazine paper, could lead to continued weak
financial performance for the ratings in the near to medium term.
The pressure came from a soft demand largely driven by a weak
advertising market, as well as a strong Norwegian krona. This is
compounded with the expectation that Norske Skog would increase
its investment spending in 2003, from very low levels in 2002.
Nonetheless, the ratings on the Norway-based company also reflect
the group's competitive cost positions in cyclical publication
paper markets, a narrow product mix mitigated by a geographically
diversified earnings base, and a moderate financial profile,
according to S&P.
S&P says the CreditWatch listing will be resolved most likely
within six-to-eight weeks, after it meets with management to
review the business. "Any eventual downgrade is expected to be
limited to one notch," said Mr. Stenqvist.
===========
P O L A N D
===========
ELEKTRIM S.A.: Court Discontinues Bankruptcy Proceedings
--------------------------------------------------------
Elektrim S.A. informs that the Warsaw District Court, XVII
Economic Bankruptcy-Settlement Division has discontinued on
February 4, 2003, proceedings in the matter of the Company's
bankruptcy that were initiated on the motion of Blue Aries
Capital (Poland) Sp. z o.o. dated October 3, 2002. In the course
of the proceedings Blue Aries Capital (Poland) Sp. z o.o. has
withdrawn its motion for the declaration of Elektrim SA's
bankruptcy.
=========
S P A I N
=========
LYCOS EUROPE: Achieves EBITDA Breakeven Mark in Fourth Quarter
-------------------------------------------------------------
In the fourth quarter 2002, Lycos Europe recorded for the first
time a positive EBITDA (Earnings Before Interest, Taxes,
Depreciation, and Amortization) result and thus achieved its goal
as planned. The EBITDA of EUR 1.5 million resulted from both
operational improvements as well as non-recurring items including
for example seasonality and the reduction of restructuring
accruals. For full fiscal years, EBITDA losses reduced from EUR
(133.3) million in 2001 to EUR (53.9) million for 2002, which is
an improvement of 60 percent.
In 2002, Lycos Europe`s total revenues amounted to EUR 118.0
million, a 22 percent decline compared to 2001 (EUR 150.7
million). Revenues for the quarter ended December 31, 2002, were
down to EUR 28.8 million compared to EUR 36.0 million in the last
quarter 2001.
Despite its decreasing revenues, Lycos Europe succeeded in
increasing its gross margin to 30 percent for full fiscal year
2002 compared to 11 percent for 2001 clearly indicating that
Lycos Europe`s cost reduction efforts are paying off.
Fourth quarter`s gross margin amounted to 39 percent.
Net loss improved by 80 percent from EUR (909.4) million in 2001
to EUR (179.0) million in 2002. Net loss in 2002 was affected by
a cumulative effect of accounting change amounting to EUR (100.4)
million for full fiscal year 2002. In the fourth quarter 2002,
net loss amounted to EUR (1.5) million compared to EUR (28.9)
million in the last quarter 2001. On December 31, 2002, Lycos
Europe`s cash position amounted to EUR 219.6 million. Lycos
Europe`s financial statements have been prepared in accordance
with the United States generally accepted accounting principles
(US GAAP). Management will report full financials on
February 25, 2003.
VIA DIGITAL: Cableuropa Challenges TV Merger in Court
-----------------------------------------------------
Spanish cable company Cableuropa lodged an appeal to the Supreme
Court to overturn the Spanish cabinet's approval of the merger
between pay-TV leader Sogecable and Telefonica's satellite
platform Via Digital on November 29.
Cableuropa, whose brand name is Ono, said the cabinet's decision
"gives a green light to the creation of a monopoly, which would
compromise the viability of the cable industry in Spain."
Reports say the company is also asking the court to suspend the
integration of the two companies, "as this could make it
impossible to carry out a future sentence, as well as causing
damage which would be difficult or impossible to repair."
The merger deal would bring together Sogecable's Canal Satelite
Digital platform, and its weaker rival, Via Digital, owned by
Telefonica. The merged company would serve 2.5 million homes,
around 80% of the Spanish pay TV market, and its annuals revenue
would be around EUR1.3 billion, as indicated from 2002 figures.
According to Dow Jones Newswires, Cableuropa, as well as other
small operators, had been greatly unsettled by the lack of
restraints stipulated by the government when approving the
merger. The Spanish cable operator said it will not be able to
compete with the giant company created by the merger of telecom
dominator Telefonica and content-rich Sogecable.
Although the Spanish government had approved the merger, the
Supreme Court has to re-examine the decision following
Cableuropa's appeal.
CONTACT: CABLEEUROPA SA
Calle Basauri 7-9
Urbanizaci¢n la Florida
28023 Aravaca, Madrid, Spain
Phone: +34-91-180-93-00
Fax: +34-91-180-93-44
Homepage: http://www.ono.es
Contacts: Eugenio Gald¢n, Chairman
Richard Alden, Chief Executive Officer
SOGECABLE SA
Gran V¡a 32, 3 planta
28013 Madrid, Spain
Phone: +34-91-396-45-04
Fax: +34-91-396-59-36
Homepage: http://www.sogecable.com
Contacts: Jes£s de Polanco, Chairman
Javier D¡ez de Polanco,
Chief Executive Officer
TELEFONICA SA
Gran V¡a 28
28013 Madrid, Spain
Phone: +34-91-584-47-00
Fax: +34-91-531-93-47
Homepage: http://www.telefonica.com
Contacts: C‚sar Alierta Izuel, Executive Chairman
Fernando Abril-Martorell Hern ndez,
Managing Director
=====================
S W I T Z E R L A N D
=====================
ZURICH FINANCIAL: Sells Private Banking Unit to Deutsche Bank
-------------------------------------------------------------
Zurich Financial Services and Deutsche Bank have signed a
definitive agreement Wednesday under which, subject to regulatory
approval, Deutsche Bank (Switzerland) Ltd. will acquire all of
the shares of Rud, Blass + Cie AG, Bankgeschaft (Rud Blass). The
parties agreed to keep the price, which reflects net asset value
and goodwill, confidential.
Axel P. Lehmann, Chief Executive Officer of Zurich Continental
Europe, said, "The sale of Rud Blass marks yet another step in
our consequent realignment of Zurich as an insurance-based
financial services provider."
Rud Blass, which focuses on providing private banking solutions
to high net worth individuals, is noted for its expertise in
managing Swiss and European equities and Swiss real estate
investment products, and has CHF 7.1 billion invested client
assets. Rud Blass will keep its brand name and continue to
operate as a separate legal entity in the Swiss market.
Zurich Financial Services is an insurance-based financial
services provider with an international network that focuses its
activities on its key markets of North America, the United
Kingdom and Continental Europe. Founded in 1872, Zurich is
headquartered in Zurich, Switzerland. It has offices in
approximately 60 countries and employs well over 70,000 people.
******
In September, Zurich Financial Services unloaded its U.K.-based
venture capital firm--a move seen to indicate that the insurer is
living up to its new strategy of focusing on core business.
CONTACT: ZURICH FINANCIAL
Mythenquai 2
P.O. Box
8022 Zurich
Switzerland
Contact: Media and Public Relations
Phone: +41 (0)1 625 21 00
Fax: +41 (0)1 625 26 41
Home Page: http://www.zurich.com
===========================
U N I T E D K I N G D O M
===========================
ARC INTERNATIONAL: Posts Pre-exceptional Net Loss of GBP4.9 MM
--------------------------------------------------------------
ARC International plc, a world leader in semiconductor and
software technology licensing, announces its unaudited financial
results for the fourth quarter and full year ended 31 December
2002.
Financial and Operational Highlights:
Fourth Quarter ended 31 December 2002:
- Turnover up 41% quarter on prior year quarter and 16%
sequentially to GBP3.2 million (Q42001: GBP 2.3 million, Q3 2002:
GBP 2.8 million)
- Pre-exceptional net loss of GBP 4.9 million, a 22% year on year
improvement (Q42001: GBP 6.2 million) and a 8% sequential
improvement (Q3 2002: GBP 5.3 million)
- Completed strategic review and announced GBP 50 million share
repurchase
- 6 new design licences and 4 new customers won for ARCtange ntT
processor
- Strong performance on USB NowT product sales, booked 6
licenses
- Software and development tools products shipped to more than
50 customers
- Successful launch into Asia
Twelve months ended 31 December 2002:
- Turnover up 7% at constant exchange rates and 2% after
currency impact to GBP11.7 million (2001:GBP11.4 million)
- Operating expenses before exceptionals, amortization and
depreciation reduced by 18% to GBP29.3 million (2001: GBP 35.8
million)
- Pre-exceptional net loss reduced by 16% to GBP 20.5
million(2001: GBP 24.4 million)
- Cash burn down 20% to GBP 20 million, (2001: GBP 25 million)
- Expanded customer base: 29 design wins, 20 new ARCtangent
customers and 13 new USB customers
- Successfully diversified product offering with USB On-the-Go
and WLAN launches
- Recruitment of management team complete
Commenting on the results, Mike Gulett, Chief Executive Officer,
said:
"2002 was a year of achievement for ARC and we reported the
highest annual turnover in the Company's history. Despite the
very challenging conditions being experienced by the worldwide
semiconductor industry, we performed strongly and grew revenues
in the fourth quarter by 41% year on year.
It was also an important transitional year. Under the leadership
of a new, experienced management team, we refocused the business
and product strategies, completed a major restructuring and
accelerated the launch of important new products to expand our
customer base beyond our traditional markets.
Our growth in 2003 will be driven by new products and by
expansion into Asia. Our customer activity has significantly
increased over the past year and we are working with a record
number of prospective new customers. We believe that this will
lead to continued organic growth as we convert prospective
licensees into new, valued customers.
Looking ahead, we do not anticipate any significant changes in
market conditions in the near term.
However, with our expanded product offering and renewed focus, we
believe that we are well positioned to enhance our market
position and to benefit from any upturn in demand.
To see Arc International's Financial Results:
http://bankrupt.com/misc/Arc.pdf
CONTACT: ARC INTERNATIONAL PLC
Mike Gulett, Chief Executive Officer
Phone: +44 (0) 20 8236 2800
Monica Johnson, Chief Financial Officer
Phone: +44 (0) 20 8236 2800
Natalie Godfrey, Senior Communications Executive
Phone: +44 (0) 20 8236 2838
TULCHAN COMMUNICATIONS
Andrew Grant/Tim Lynch, Consultant
Phone: +44 (0) 20 7353 4200
BOOKHAM TECHNOLOGIES: Restructuring to Cost 200 Job Cuts
--------------------------------------------------------
Loss-making optical components group, Bookham Technologies, has
decided to "significantly downsize" its manufacturing and
research and development operations at its Milton facility near
Abingdon in Oxfordshire in order to reduce costs and achieve
break-even by the end of this year.
The move is expected to affect approximately 200 jobs out of the
facility's 350 staff. Bookham employs more than 1,900 staff, of
which about 1,500-1,600 are in the UK.
Bookham is restructuring after it acquired the optical components
business of telecoms firm Marconi, and swapping a 30% stake in
itself for the control of the optical components business of
North American giant Nortel.
The acquisitions increased turnover for the three months to
December 31 to GBP14.3 million from GBP1.2 million in the same
period last year, but it also widened pre-tax losses from GBP43.3
million to GBP46.2 million.
CONTACT: BOOKHAM TECHNOLOGIES
90 Milton Pk
Milton
Abingdon
Oxon
OX14 4RY
Phone: (01235) 827200
Fax: (01235) 827201
CABLE & WIRELESS: Faces Lawsuit Filed by Fruchter & Twersky
-----------------------------------------------------------
The law firms of Fruchter & Twersky LLP and Abraham & Associates
announce that a class action lawsuit was filed on February 3,
2003 on behalf of purchasers of publicly traded securities of
Cable & Wireless PLC ("Cable" or the "Company") (NYSE: CWP)
between the period of August 6, 1999 and December 6, 2002,
inclusive (the "Class Period") against Cable and certain of its
officers and directors.
Cable announced, in an August 6, 1999 press release that it had
agreed to sell One 2 One, a British based mobile
telecommunications operator, to Deutsche Telekom. The announced
terms of the agreement detailed that Deutsche Telekom would pay
6.9 billion pounds sterling in cash for 100% of the equity
ownership interest in One 2 One. Additionally, Deutsche Telekom
would provide for the repayment of 237 million pounds of
shareholder loans, and would assume nearly 1.5 billion pounds of
third-party debt.
The complaint alleges that those statements were materially false
and misleading because they failed to reveal that an essential
term of the One 2 One deal was a 1.5 billion pounds tax
indemnification clause agreed to by Cable, and specifically, a
trigger clause, involving a future downgrade of Cable's long-term
debt rating below a predetermined level, which would trigger a
1.5 billion pounds cash commitment on behalf of Cable.
Moody's investment service announced on December 6, 2002, that it
would downgrade the long-term debt rating of Cable from Baa1 to
Baa2. The Company then surprised the market in a press release
that same day revealing that, as a result of the downgrade, the
aforementioned "ratings trigger" was activated. The announcement
resulted in a 40 percent decline in the price of Cable's ADRs,
from a closing price of $3.90 per ADR on December 6, 2002, to a
close at $2.33 per ADR on December 9, 2002, on uncommonly high
trading volume. The Company filed a Form 6-K with the SEC on
December 9, 2002 including a statement concerning the tax
indemnification "ratings trigger" clause.
If you purchased or otherwise acquired the publicly traded
securities of Cable during the Class Period, and either lost
money on the transaction or still hold the securities, you may
wish to join in the action to serve as lead plaintiff. In order
to do so, you must meet certain requirements set forth in the
applicable law and file appropriate papers no later than February
24, 2003. In order to serve as lead plaintiff, however, you must
meet certain legal requirements. You do not need to seek
appointment as a lead plaintiff in order to share in any
recovery. Under certain circumstances, one or more class members
may together serve as "lead plaintiff." You may retain Fruchter &
Twersky LLP, Abraham & Associates, or other counsel of your
choice, to serve as your counsel in this action.
Plaintiff is represented by the Law Firms of Fruchter & Twersky
LLP and Abraham & Associates which have significant experience in
prosecuting investor class actions and actions involving
financial fraud.
If you have any questions concerning this case or your rights or
interests with respect to these matters, please contact:
Jack G. Fruchter, Esq. of Fruchter & Twersky LLP, One
Pennsylvania Plaza, 19th Floor, New York, New York 10119, by
telephone at (212) 279-5050, (800) 440-8986, by facsimile at
(212) 279-3655, or by e-mail at Fruchter@FruchterTwersky.com.
Jeffrey S. Abraham, Esq. of Abraham & Associates, New York, New
York, by telephone at (212) 714-2444 or (800) 938-0015, or by e-
mail at Jsalaw@aol.com.
CONTACT: Fruchter & Twersky LLP, New York
Jack G. Fruchter, Esq.
Phone: 212/279-5050, 800/440-8986
Fruchter@FruchterTwersky.com
or
Abraham & Associates, New York
Jeffrey S. Abraham, Esq.
Phone: 212/714-2444 or 800/938-0015
Jsalaw@aol.com
EDINBURG FUND: Installs Charles Nunneley as Chairman
----------------------------------------------------
Charles Nunneley, chairman of the National Trust and former
chairman of the Nationwide Building Society, is named chairman of
embattled investment firm Edinburg Fund Managers.
EDF's board seat has been idle since November when the firm's
leading shareholders, including 29%-owner Hermes, kicked its
directors, including former chief executive Iain Watt.
Bidders have eyed the investment firm since then, according to
reports.
But Anne Richards, joint managing director of EFM, said: "Nothing
is off limits. When there are more sellers than buyers in the
market, it is not a good time to sell."
She noted that valuation for fund management business had fallen
sharply, taking as an example Insight's recent offer to buy
Rothschild Asset Management for GBP61 million.
Ms. Richards said their focus is on generating value for
shareholders. She also revealed the management is planning to
undertake a wide range of strategic options, the details of which
will be unveiled in March when the company will report full-year
resuls.
CONTACT: EDINBURGH FUND MANAGERS GROUP
Donaldson House
97 Haymarket Terrace
Edinburgh
EH12 5HD
United Kingdom
Phone: (0131) 313 1000
Tlx: 72453
Fax: (0131) 313 6300
INVENSYS PLC: Speculation of Profit Warning Heightens
-----------------------------------------------------
Speculations are mounting that automation and controls group
Invensys will issue a profit warning when it reports a year-end
trading statement at the end of March.
Despite achieving its target of disposing GBP1.8 billion in
assets, analysts are still wary of the possible implications of
weakening dollar, depressed industrial markets and a widening
pension fund deficit on the group, according to Times Online.
Also, less than two weeks ago, Credit Suisse First Boston said
Invensys would be unable to meet profit forecasts. It believes
Invensys will post second-half operating profits of GBP149
million at best, instead of GBP185 million to GBP190 million in
the earlier guidance.
The view appeared to take its toll, according to the report, when
shares in the company, which admitted to a GBP150 million pension
deficit at November's interim result reporting, fell to 5«p to
47p Tuesday.
To allay fears of the profit warning, Invensys assured that its
earnings guidance remains unchanged, says AFX.
"We haven't changed the guidance we gave during the interim
results announcement last November," an Invensys spokesman said.
One of the world's largest makers of industrial controls and
automation equipment, Invensys has two primary divisions:
Production Management and Energy Management.
It also has a Development division that makes rail systems
(automation, signaling), wind power (gears for wind turbines),
and power components (switching products, power supplies).
CONTACT: INVENSYS PLC
Invensys House, Carlisle Place
London SW1P 1BX, United Kingdom
Phone: +44-20-7834-3848
Fax: +44-20-7834-3879
Home Page: http://www.invensys.com
Contact:
Lord (Colin) Marshall, Chairman
Richard Haythornthwaite, CEO
Dan Leff, COO, Energy Management
MYTRAVEL GROUP: Company Profile
-------------------------------
NAME: MYTRAVEL GROUP PLC
Parkway One, Parkway Business Centre, 300 Princess Rd.
Manchester M14 7QU, United Kingdom
PHONE: +44-1-61 23-20-066
FAX: +44-1-61 23-26-524
HOME PAGE: http://www.airtours.com
TYPE OF BUSINESS: MyTravel Group (formerly Airtours) is the no.2
tour operator in the UK behind Thomson Travel. It offers travel
and tour services from about 1,000 travel outlets in Europe,
North America, and the UK under more than 80 brands such as FTi,
Spies, Sunquest, Suntrips, and Tradewinds. MyTravel also owns
four airlines, four cruise ships, and some 130 hotels. European
car rentals and reservation services are two of its other
interests. It has over 100 principal brands, over 1900 retail
travel agents, 49 aircraft, 118 resort properties, and 4 cruise
ships.
SIC: Leisure - Travel Agencies, Tour Operators & Other Travel
Services
MANAGEMENT: Peter McHugh, Chief Executive Officer
Philip Jansen, Chief Operating Officer
BOARD OF DIRECTORS:
David Crossland, Executive Chairman
Eric Sanderson, Deputy Chairman
Peter McHugh, Chief Executive
Sir Tom Farmer CBE, Non-executive Director
Philip Jansen, Group Chief Operating Officer
Kazia, Kantor, Group Finance Director
Mike Lee, Chief Executive of MyTravel Aviation Divison
Christer Sandahl, Executive Chairman (Northern Europe)
Paul Walker, Non-Executive Director
Duncan Wilson, CEO of MyTravel UK and Ireland
NUMBER OF EMPLOYEES: 25,000
THE TROUBLE: The company's conservative accounting principle has
been blamed as the cause of the company's profit warning and the
loss of more than 60% of its market capitalization. The travel
group had issued three profits warning in five months.
It avoided the possibility of going into administration after
banks extended its GBP250 million revolving credit facility that
expires in March.
The group, formerly known as AirTour, has suffered strong
competition in holiday bookings in the wake of the September 11
tragedy, in addition to its own internal problems.
Earlier, MyTravel warned of a GBP30 million financing gap in its
accounts.
MAJOR SHAREHOLDERS:
Crossland Family Ltd 10.15%(dup)
Prudential PLC 3.84%
Meditor European Master Fund 3.62%
Deutsche Bank AG 3.12%
Morgan Stanley Securities 3.04%
Legal & General Inv Mgmt 3.03%
D Crossland 10.15%(dup)
Other Dirs 0.22%.
INTERESTED INVESTOR: HG Capital was reported interested in
MyTravel's Leger, Cresta, Bridge and Panorama specialist travel
operations.
BANKERS: Barclays Bank PLC
Royal Bank of Scotland PLC
Societe Generale SA
FINANCIAL ADVISERS: Deutsche Bank AG London
Hawkpoint Partners Ltd
BROKERS: Credit Suisse First Boston (Europe) Ltd
Deutsche Bank AG London
AUDITORS: Deloitte & Touche
SOLICITORS: Addleshaw Booth & Co, Slaughter and May
FINANCIAL PR ADVISERS: Brunswick
To see MyTravel's Financial Results:
http://bankrupt.com/misc/MyTravel.htm
ROYAL & SUNALLIANCE: Announces Details of "With Profits" Bonus
--------------------------------------------------------------
Royal & SunAlliance announced Wednesday details of the bonuses it
will be adding to unitised and conventional "with profits"
policies.
Most customers with maturing with profits policies continue to
receive real returns, which are ahead of inflation. However, in
line with many other life offices, it has been necessary to
reduce bonus rates for the majority of with profits policies this
year due to the extremely difficult market conditions affecting
most classes of investments.
Mike Kipling, Chief Actuary, said: "Over the last three years,
there has been the most sustained downturn in share markets
worldwide for over 50 years. During this time, UK share prices
have fallen by 42%, of which 25% was during 2002 alone. As a
consequence, the returns on the assets underlying our with
profits funds have not been sufficient to sustain bonus rates at
current levels. Nevertheless, due to our current investment
strategies, investment returns attributable to with profits
policies in 2002 only reflected the share price falls to a
limited extent."
"To reflect the low returns earned relative to the minimum
guaranteed returns underlying most with profits policies, it has
been necessary to reduce rates of bonus. Apart from some short
term policies, with profits policyholders continue to receive
real returns on their maturing policies which are ahead of
inflation. Maturities on 25 year R&SA Life & Pensions Ltd
endowments show an annual return of 10.4%, equivalent to a real
return of 5% a year."
"Minimum guaranteed returns and annual bonuses are only one part
of the equation.
Terminal bonuses are also added where justified to reflect the
total investment return and other profits and losses earned
whilst policies have been in force. The profit we have been able
to earn over the life of policies maturing now is significantly
lower than for policies maturing twelve months ago. Terminal
bonus rates have been reduced in stages over the last twelve
months to reflect this and further reductions will be necessary
in the future."
UNITISED WITH PROFITS
- On with profits bonds and other unitised life policies, the
annual bonus rate for policies taken out after 1 August 2000 will
reduce by 1.5% to 1.5%* on 1 March 2003. For policies issued
prior to 1 August 2000 the annual bonus rate will reduce by 1.5%
to 1%**. (*These policies contain a ten year money back
guarantee. **These policies contain the guarantee that no MVR
will apply at the tenth anniversary).
- On pension policies the annual bonus rate for policies taken
out after 6 April 2001 will reduce by 1.5% to 2.5%. For policies
issued prior to 6 April 2001 the annual bonus rate will reduce by
1.5% to 2%.
- On single premium bonds, the total profit or loss over the
life of each policy is reviewed once a month. Our aim is to
closely reflect changes in investment markets both up and down.
This means that while any downturns in the market are likely to
be reflected in increased Market Value Reductions (MVRs), any
improvements can also be quickly passed on in the form of lower
MVRs.
- During the course of last year, the average MVR fluctuated,
with an average of 9% in January 2002 and 14% in December 2002.
- The fund value of a GBP10,000 investment made into a unitised
with profits pension at launch on 1.1.1995 would have risen to
GBP16,820* on 1.1.2003, an annualised return of 6.7% (compared to
GBP17,842 on 1.1.2002). (*Calculated on an offer to bid basis,
including terminal bonus but excluding any explicit product
charges).
- The surrender value of a GBP10,000 with profits bond taken out
five years ago would have been GBP10,961* on 1.1.2003 (compared
to GBP13,865 on 1.1.2002). This represents growth of 9.6% over
five years, compared to a 23% fall in the FTSE 100 over the same
period and inflation of 2% p.a. Investing in the average balanced
managed fund over the same period would have returned GBP9,320**
(a return of -6.8%). (*Net to the basic rate taxpayer. Includes a
MVR of 13% **Source: S&P average life balanced managed fund, up
to 1.1.2003).
CONVENTIONAL WITH PROFITS
- Annual bonus rates differ by issuing company and are detailed
separately (Table 1).
- Terminal bonus rates have been reduced at four-monthly
intervals during 2002 to reflect the falling value of the
underlying assets. The impact on 25 year endowment payouts are
detailed separately (Table 2).
- Although we have provided the figures, it by no means tells
the whole story simply to compare payouts today with those on a
similar policy twelve months ago. We have therefore also provided
the history over the last five years of the 'asset share' of 25
year endowment policies to illustrate the effect of regular
investment and our conservative investment policies. For
comparison, we show the progression of a similar investment in
our unit-linked equity fund over the same period (see Example in
Notes to Editors).
- The much smoother progression of the with profits policy value
can clearly be seen.
Full report of Royal & SunAlliance's With Profits Bonus
Declaration can be viewed at this URL:
http://bankrupt.com/misc/Royal&SunAlliance.pdf
CONTACT: ROYAL & SUNALLIANCE UK
Media relations team:
Jay Aitken
Phone: 0151 239 3151
Janine Goodison
Phone: 0151 239 4012
Andrew Bayley
Phone: 0151 224 4593
Customer Helpline: 0845 6060251
*************
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.
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Information contained herein is obtained from sources believed to
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