---

            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, March 6, 2003, Vol. 4, No. 46


                              Headlines

* C Z E C H   R E P U B L I C *

UNION BANKA: Has Possibly More Clients With Insured Savings
UNION BANKA: CNB and Finance Ministry Asked to Take Charge

* F R A N C E *

VIVENDI UNIVERSAL: Buyer Threatens to Withdraw Bid for Assets

* G E R M A N Y *

BAYER AG: Sells Joint Venture With Degussa to Soros
BAYER AG: Withdraws Operation of Joint Venture With Shell
HVB GROUP: Restructures Management of Daily Business
KIRCHMEDIA GMBH: Bidder Alters Planned Acquisition of Film Rights
MANNHEIMER AG: In Search of Buyer for at Least Part of Business
MOBILCOM AG: Announces It Is Finally Free of UMTS Debts
SYZYGY AG Released Its Preliminary Figures for 4Q of 2002

* I T A L Y *

FIAT SPA: Fitch Downgrades Ratings to 'BB+'/'B', Outlook Negative

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

GETRONICS N.V.: Posts Operating Loss of EUR 362 Million in 2002
KONINKLIJKE AHOLD: Has No Plans of Selling Spanish Operation
KONINKLIJKE AHOLD: Secured Loan Before Making Troubles Public
KONINKLIJKE AHOLD: Landskroner-Grieco Files Class Action Suit
KONINKLIJKE AHOLD: Much Shelist Announces Class Period for Suit

* P O L A N D *

ELEKTRIM SA: Convenes Extraordinary Meeting of Shareholders
KREDYT BANK: Correction on Notice of Receipts Delisting

* U N I T E D   K I N G D O M *

AMP GROUP: Former Chairman Refuses to Take Retirement Allowance
BRITANNIC GROUP: Issues Financial Result for Year 2002
BRITISH POLYETHYLENE: In Need of GBP1.8MM After Profit Fall
GLAXOSMITHKLINE PLC: U.S. Rules Against Hemihydrate Patent
MADISONS COFFEE Presents Interim Results for the 28-eek Period
MARLBOROUGH STIRLING Preliminary Results Announcement 2002
MYTRAVEL GROUP: Proposed Changes in Rules Sent Shares Diving Low
PSL: Mountain of Bank Debt Made Receivership Inevitable
ROYAL & SUNALLIANCE: Correction to Royal & SunAlliance IPO Update
SMG PLC: Presents Preliminary Results For 2002
THISTLE HOTELS: Sets Basis for Rejection of Bil's Offer
THISTLE HOTELS: Announces Preliminary Audited Results


===========================
C Z E C H   R E P U B L I C
============================


UNION BANKA: Has Possibly More Clients With Insured Savings
-----------------------------------------------------------
The volume of insured deposits in Union Banka is lower than
originally known, which means the bank possibly has a large
number of clients whose deposits are more than the maximum
EUR25,000 covered by insurance.

The insured deposits amount to some CZK12.5 billion only, instead
of the CZK15 billion originally stated, a trustworthy source told
news server Euro OnLine.

The amount that the Deposit Insurance Fund has to borrow for the
payment of compensation will therefore be CZK3 billion instead of
CZK5 billion to CZK6 billion.  Direct costs for ending UB's
operation is thus CZK20 billion.

A request for an exception from the ban on public support and a
restructuring plan submitted to the Finance Ministry in February
revealed that subsequent bankruptcies of the bank's clients would
result in damage worth another several billions of crowns, the
report says.

UB has 130,000 clients and 250,000 accounts.

Union Banka is claiming over CZK1.8 billion from the Czech
National Bank.  It has to win the arbitration over the issue in
order to meet basic indicators set for its performance.  Failure
to do this means Union Banka "would have to cease to operate as a
bank," Euro OnLine said citing bank documents.


UNION BANKA: CNB and Finance Ministry Asked to Take Charge
----------------------------------------------------------
The Czech National Bank and the Finance Ministry were ordered to
implement necessary measures to protect deposits at troubled
Union Banka, Czech Happenings reports.

Parliament deputies asked CNB governor Zdenek Tuma to take
responsibility for Union Banka's lot, which is partly blamed on
CNB's failure to act early.

But Mr. Tuma rejected the blame saying, "The banking oversight
acted in accord with the law which is strictly outlined."

Some of the deputies reportedly even tried to persuade him to
restore the bank's operation.

Mr. Tuma said he has no plans of undertaking personnel changes in
banking oversight in connection with what happened to Union
Banka.

As for the bank's rescue plan, the governor said it "will be a
matter of days rather than weeks."

He also assured that the management of Union Banka had been
warned against giving some creditors advantage under the rescue
plan.

He as well suggested that majority owner Invesmart remained Union
Banka's main shareholder when asked whether the Italian company
had transferred the shares to the management.

He ruled out administration as a solution since the situation at
Union Banka did not threaten the banking sector as a whole.

Prime Minister Vladimir Spidla, on the other hand, only said:
"This is beyond my competence," in reference to the rescue plan
for the bank.

According to the report, senior opposition Civic Democrat deputy
Vlastimil Tlusty criticised the fact that the CNB's banking
oversight had approved Invesmart's entry into Union banka without
forcing the company to pay its claim to the FinMin before the
FinMin completed a restructuring program.

But Tuma passed the blame to the management and shareholder for
the failure to implement the option offered by Invesmart during
its acquisition.

Union Banka's trouble stemmed from an unmanageable expansion when
it took over struggling financial houses in mid-1990.

The central bank is currently launching administrative
proceedings to revoke Union Banka's license.


===========
F R A N C E
===========


VIVENDI UNIVERSAL: Buyer Threatens to Withdraw Bid for Assets
-------------------------------------------------------------
Billionaire Marvin Davis has threatened to withdraw his bid for
Vivendi Universal's U.S. entertainment business, sources close to
the companies told Reuters.

The Daily Deal says the billionaire was "tired of being strung
along" by the French conglomerate and has sent a letter to
Vivendi's board telling them he's losing patience with the slow
pace of negotiations.

Mr. Davis indicated last year he is willing to pay US$15 billion
for the assets, including the music arm.

But Vivendi rejected the bid that would have seen the billionaire
assume US$5 billion of debt, on grounds that the company's
entertainment assets were not for sale.

But Davis persisted, and private equity houses Carlyle Group,
Texas Pacific Group and Bain Capital is reportedly joining his
bid.

Vivendi said on its Web site: "No statement or comments will be
made on disposals before their completion."

The company has been considering a flotation of its U.S. units,
bringing in new partners or selling the businesses, in its effort
to cut down debt.


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


BAYER AG: Sells Joint Venture With Degussa to Soros
---------------------------------------------------
Bayer AG of Leverkusen, Germany, and Degussa AG of Dusseldorf,
Germany, are selling PolymerLatex GmbH & Co. KG, their Marl,
Germany-based 50:50 joint venture, to the financial investment
company Soros Private Equity Partners. The sales price amounts to
approximately EUR235 million. The transaction is subject to the
approval of the relevant antitrust authorities.

The sale of PolymerLatex completes the divestment program, which
Bayer launched at the end of 2001 as part of its Group-wide
reorganization and strategic realignment project. The divestments
included the subsidiary Haarmann & Reimer, the 30 percent
interest in Agfa, a large proportion of the Bayer company
apartments, the generics business in France and Spain and the
household insecticide business. In addition, Bayer sold off
numerous crop protection products and active ingredients, which
had to be divested or licensed out as a result of conditions
imposed by the anti-trust authorities following the take-over of
Aventis CropScience. Through the cash inflow from the divestment
program Bayer has been able to cut its net debt, which had
increased significantly in 2001 through the acquisition of
Aventis CropScience, to less than 10 billion euros by the end of
2002.

In fiscal 2001, PolymerLatex generated sales of 344 million euros
with about 730 employees. The joint venture, which was founded in
1996 by Degussa and Bayer, produces latex products in the paper,
carpet/molded foam and specialty applications fields, and holds a
leading position among latex suppliers. PolymerLatex has been
able to expand its leading market position even further over the
past few years thanks to significant investments in its five
European production sites, and continuous development of
customized products.

Soros Private Equity Partners is a global private equity
investor, which, together with its affiliates, currently manages
in excess of US-Dollar 4 billion of equity capital. Soros has
announced that it intends to develop PolymerLatex's operations in
the coming years and will consider possible add-on-acquisitions
to consolidate its market share.

Bayer is an international, research-based group with major
businesses in health care, crop science, polymers and specialty
chemicals. For 2001, the group recorded sales of 30.3 billion
euros. Capital expenditures totaled 2.6 billion euros in 2001 and
2.6 billion euros were invested in research and development. The
total number of employees worldwide at the end of September 2002
amounted to about 123.500. For more information visit
http://www.bayer.com


BAYER AG: Withdraws Operation of Joint Venture With Shell
---------------------------------------------------------
Bayer Antwerpen N.V. and Shell Petroleum N.V. announced their
intention to cease operation of their Bayer-Shell Isocyanates
N.V. joint venture.  BSI, established in 1969, produces toluene
diisocyanate (TDI) and diphenylmethane diisocyanate (MDI)
polyurethane raw materials. An operational review of the plant
showed that a future operation of BSI would no longer be
economically viable. The joint venture intends to stop production
by June 30, 2003.

BSI operates two facilities at a plant in Antwerp, Belgium: a TDI
unit with a capacity of 30,000 tons per year and an MDI unit with
a capacity of 36,000 tons per year. Bayer markets all MDI
production, while Shell markets all TDI production.

Bayer intends to supply MDI to its customers in the future from
its international production network. Shell will continue to meet
its customers current and future needs for TDI through global
procurement activities.

Some 270 people, all employees of Bayer Antwerpen, work for the
BSI joint venture through a service agreement. Bayer Antwerpen
N.V. has started a procedure of information and consultation
within its works council.


HVB GROUP: Restructures Management of Daily Business
----------------------------------------------------
HVB Group AG has reduced the number of unit managers in charge of
the bank's day-to-day business to 25 from 28, and has replaced 8
of them in an effort to make the bank more efficient.

The company announced in January it is planning to reduce the
number of divisions and retain only three out of five: Germany,
Austria & CEE, and Corporates and Markets.  The move is part of
the strategy of bank's new chairman Dieter Rampl to improve the
bank's earning power and capital base.

The company's statement then said: "With immediate effect, HVB
Group will comprise three business segments, Germany, Austria &
CEE and Corporates & Markets, with the global business activities
in the lending and capital market business being geared to this
business focus."

"The Activest Asset Management Group and the Private Banking arm
will be assigned to the business segment Germany," it added.

CONTACT:  HVB Group Corporate Center
          Dieter Rampl
          Speaker of the Board of Managing Directors
          (from April 01, 2003:also Human Resources)

          Michael Mendel, Chief Risk Officer
          Gerhard Randa, Chief Operating Officer
          Dr. Wolfgang Sprissler, Chief Financial Officer
          Dr. Paul Siebertz, Human Resources (until March 31,
          2003)

         Business Segments
         Stefan Bub, Corporates & Markets
         Dr. Stefan Jentzsch, Germany
         Gerhard Randa, Austria & CEE


KIRCHMEDIA GMBH: Bidder Alters Planned Acquisition of Film Rights
-----------------------------------------------------------------
HVB will increase its planned 10% acquisition of a stake in
Kirchmedia's film rights archive to keep Bauer Verlag's potential
share at a fair level.

The change in the joint offer for the asset was taken to allay
competition authority concerns over Bauer's future position in
the German TV market, sources close to Kirch said.

Last year, a consortium formed by Heinrich Bauer Verlag and
German bank Bayerishe Hypo- and Vereinsbank to bid for activities
of Kirchmedia reached a basic agreement regarding the acquisition
of ProSiebenSat.1 and the film rights archive.

The agreement indicates that the Bauer-HVB consortium would
acquire a 52% stake in the film rights archive, while creditor
banks, including Bayerische Landesbank, Commerzbank, Bayerische
Hypo- und Vereinsbank and DZ Bank, would exchange their credits
for the remaining 48%.


MANNHEIMER AG: In Search of Buyer for at Least Part of Business
---------------------------------------------------------------
Mannheimer AG is planning to unload at least part of its
business; and the country's banking regulator is helping it find
a buyer for the assets.

The German insurer resorted to the option after some failed
investments forced it to lose EUR40 million to EUR50 million
(US$44 million to US$54 million) last year.  This was mainly due
to the EUR60 million in investment write-offs at its life
division, which is being restructured to cut risk.

German insurers have been hit hard by ongoing market weakness and
natural disasters.

Peter Abrahams, spokesman for BaFin said the regulators are
helping companies find external solutions if a search for an
internal one proved futile.

Mannheimer chief executive Hans Schreiber suggested of the
possibility of a sell-off when it told Suddeutsche Zeitung
newspaper last month that he "couldn't rule" out the idea if the
slump in the markets continue.

He admitted during that time his company is facing liquidity
problems, and said the solution is to sell new shares.

Later the company said it was "considering all strategic
options," but it denied it faces a cash crunch.

Frankfurt private bank Sal. Oppenheim Jr. & Cie. KGaA has been
hired to entertain bids, the Financial Times Deutschland said.

Mannheimer was not reached for comment, while Oppenheim refused
to make any.

Munich Re owns 10% of the insurer; Uniqa Group Australia holds
another 10%.


MOBILCOM AG: Announces It Is Finally Free of UMTS Debts
-------------------------------------------------------
As of Tuesday, MobilCom AG is definitively rid of its entire
UMTS-related debt. A contract for France Telecom to underwrite
MobilCom's outstanding debt was signed yesterday by the lending
banks, Nokia and Ericsson on the one hand and by France Telecom
on the other.

Under the terms of this contract, as of Tuesday, France Telecom
waives all accounts outstanding with MobilCom. This contract also
fulfils the final condition for the settlement agreement between
MobilCom and France Telecom. Freed of these financial burdens,
MobilCom can now concentrate fully on re-orientating the company.

This means MobilCom is freed of debts amounting to EUR 7.1
billion, of which EUR 4.8 billion consist of loans to finance the
company's UMTS license and EUR 1.3 billion from suppliers loans.
France Telecom has also released MobilCom from a further EUR 1.0
billion in company loans.


SYZYGY AG Released Its Preliminary Figures for 4Q of 2002
---------------------------------------------------------
- Sales of EUR 4.0 million above expectation
- EBIT increased to more than EUR 230,000
- EBT EUR 1.3 million
- Cash/cash equivalents up EUR 3.6 million to EUR 58.3 million
- Cash per share now EUR 4.86
- Positive cash flow for the quarter

Syzygy achieved sales in 4Q02 of approx. EUR 4.0 million, a rise
of 9% against the previous quarter.

EBIT was significantly increased to more than EUR 230,000, the
EBIT margin was lifted from 3.5% in the previous quarter to 6%.
Earnings after tax were EUR 0.9 million. This is equivalent to
EPS of EUR 0.07.

Zyzygy's cash and cash equivalents rose by EUR 3.6 million to EUR
58.3 million or EUR 4.86 per share.

Final and comprehensive 2002 figures will be released on March
25, 2003 and will be presented on March 27, 2003 at the Stock-Day
Spring 2003 in Frankfurt.

CONTACT:  SYZYGY AG
          Joachim Sorg, Investor Relations
          Im Atzelnest 3
          61352 Bad Homburg
          Germany
          Phone: +49-6172-9488-251
          Fax: +49-6172-9488-272
          E-mail: j.sorg@syzygy.net
          Home Page: http://www.syzygy.net


=========
I T A L Y
=========


FIAT SPA: Fitch Downgrades Ratings to 'BB+'/'B', Outlook Negative
-----------------------------------------------------------------
Fitch Ratings, the international rating agency, has downgraded
Fiat SpA's Senior Unsecured rating to 'BB+' from 'BBB-' (BBB
minus) and the company's Short-term rating to 'B' from 'F3'. The
Outlook on the rating remains Negative.

The downgrade reflects Fitch's concerns that the credit
worthiness of Fiat's future core operations are no longer
consistent with an investment grade credit profile. Fiat
announced on February 28, 2003 its intention to dispose of its
two best performing operations, Fiat Avio and Toro Insurance to
reduce indebtedness. It is Fitch's view that this announcement,
alongside the appointment of a new CEO and chairman, reflects a
change in strategy. The rating action also takes into account
Fiat Auto's lower than expected profit generation for FY02. Fitch
expects the European auto market to decline by 2% in FY03 due to
the weaker economic environment, which will increase competitive
pressure.

Fitch acknowledges that the announced transactions aim at
supporting the Fiat Auto restructuring plan and at achieving a
sounder credit profile at the other group businesses. However,
the disposal of the profitable Fiat Avio and Toro result in a
weaker underlying profit mix, as the group retains its interest
in the underperforming Comau (production systems), Teksid
(metallurgy products) and Magneti Marelli (components)
operations. These activities will remain exposed to cyclical
markets, which are undergoing structural changes and
consolidation.

As a result of the announced disposals, Fitch no longer views
Fiat as an investment grade entity. The negative outlook reflects
the modest earnings outlook for the remaining operations. The
agency would review the rating upon a material failure of the
cost reduction objectives in the automotive division during FY03,
which would adversely impact the projected substantial reduction
in operating losses.

Fiat will also increase the capital of Fiat Auto Holding BV by
EUR5 billion over the next 18 months, of which EUR3bn immediately
by converting intra-group loans into equity. Fiat will remain
able to access substantial committed bank lines, backing the
credit profile of the group in the short term. Nevertheless Fitch
maintains its opinion that the financial flexibility obtained via
disposals, the arrangement with Fiat's banking partners and the
holding of liquidity plus c.EUR4bn worth of committed facilities,
represents a weaker substitute for strong operational cash flow
generation.

Fitch still believes that the existence of the put option to sell
the remaining 80% in Fiat Auto to General Motors Corp. between
2004 and 2009 provides substantial value to the Italian group.
Ratings remain backed by the put in the medium to long term,
while cooperation with GM creates synergies in the meantime and
could result in GM participating to recapitalise Fiat Auto
Holding BV. Nevertheless, Fitch believes the overall group credit
profile has trended into the 'BB' rating category.

For FY02, Fiat group reported EUR55.65bn in revenues, with car
sales falling 11% and leading to a 9.4% reduction in automobile
revenues. Net debt at YE02 stood at EUR3.8bn, thereby achieving a
target set by creditor banks to reduce the net indebtedness of
the industrial operations. During FY02, Fiat recorded a net loss
of EUR4.26bn, which to a large extent reflects non-recurring and
non-cash items, including a EUR1.1bn capital loss on the sale of
its c.6% stake in GM, goodwill impairment on asset disposals,
asset write-downs following the reduction in production capacity
at the automobile operations, and the marking-to-market of equity
investments at Toro. Fiat Auto recorded an operating loss of
EUR1.35bn, including over EUR1bn in restructuring charges.

Fitch will continue to monitor the development of the
restructuring program at Fiat Auto.


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


GETRONICS N.V.: Posts Operating Loss of EUR 362 Million in 2002
---------------------------------------------------------------
Statement from the Board of Management of Getronics

"The 2002 results were established during the period of the
previous Board. As the new management, we have started to conduct
an initial review of the financial condition of the Company, and
its commercial operations and assets. These include the Company's
outstanding blue chip client base, its strategic relationships
with leading technology partners - including Microsoft, Cisco and
Dell - and its ability to execute high quality ICT services.

We have started to take decisive action to identify and implement
the most successful future path for Getronics, including our
financial restructuring."

Axel Rckert (Chairman) and Klaas Wagenaar (Vice-Chairman)

OUTLOOK
Getronics expects to see no significant growth in the total ICT
market for the foreseeable future. However, clients are
continuing to focus on achieving cost savings in the management
of their ICT services and through the outsourcing of desktop and
network management services. Given the considerable uncertainty
regarding the general economic climate, ICT market developments,
and the recent change of management, Getronics is unable to give
guidance regarding the 2003 operating result.

KEY HIGHLIGHTS
* Revenue dropped by 13.4% to EUR 3,595 million (2001: EUR 4,149
million) due to market decline and a reduction in new projects.
* Business mix was 71% services and 29% products (2001: 67%
services and 33% products). Gross margin was 17.7% (2001: 17.4%)
* EBITA of EUR 106 million (2001: EUR 152 million) excluding
restructuring costs of EUR 43 million, excluding EUR 8 million
from the curtailment of pension plans and including a one-off
gain on real estate of EUR 10 million.
* A substantial part of the overall decline in the results was
caused by Getronics Italy.
* Operating loss of EUR 362 million (2001: EUR 882 million loss)
is largely due to goodwill impairment of EUR 375 million (2001:
EUR 930 million).
* Cash flow from operations was EUR 180 million (2001: EUR 202
million) and net debt reduced by 48% to EUR 319 million (2001:
EUR 619 million).
* International business represents more than one-third of the
total revenue, over 40 new international deals during 2002.
* Top 50 clients revenue in 2002 increased by 4% compared to
2001, and top 500 clients accounted for 86% of total 2002 revenue
(2001: 80%).

SUMMARY OF THE 2002 RESULTS

Revenue and gross profit

Difficult market conditions led to a reduction in new projects
and, consequently, a decline in revenue. The Company was able to
increase gross profit (defined as revenue less cost of sales) as
a percentage of total revenue, from 17.4% in 2001 to 17.7% in
2002. The average product/services mix in 2002 improved, with
services revenue representing 71% of total revenue (2001: 67%).

EBITA
The 2002 earnings before interest, taxes and amortisation
amounted to EUR 106 million (2001: EUR 152 million). This
includes a book profit of EUR 10 million related to the sale and
lease-back of real estate, and excludes both a one-off charge of
EUR 43 million to implement further cost base reductions as part
of the cost alignment programme, and a positive non-cash result
from the curtailment of defined benefit pension plans of EUR 8
million.

Market developments
Market conditions remained difficult throughout 2002, with a
deteriorating economic outlook leading to a drop in market
demand. Clients tended to postpone or cancel Information and
Communication Technology (ICT) investments resulting in an
increase in pricing pressure across the sector. However, clients
continued to focus on achieving cost savings in the management of
their ICT services, and Getronics benefited from market
opportunities in the end-to-end management of ICT infrastructure
and applications as well as in the outsourcing of desktop and
network management services, where IDC, the independent provider
of technology intelligence, ranked Getronics number two worldwide
in its annual network and desktop outsourcing survey. Getronics'
consulting capabilities were reduced in line with the decline in
market conditions. International business continued to show
growth.

Revenue from Getronics' top 50 clients increased by 4% compared
to 2001.
Getronics' top 500 deals accounted for 86% of its total revenue
(2001: 80%). More than 40 new international assignments were
signed in 2002. The Company continued to strengthen its
relationship with leading technology vendors such as Microsoft,
Cisco and Dell, and to invest in new technologies including
Microsoft .NET.

Results
The Company's Italian subsidiary, Getronics Solutions Italia
S.p.A., was responsible for a substantial decline in the results
due to a greater than anticipated deterioration in market
conditions and difficulties in reducing capacity in a timely
manner. In addition, results were hit by lower volumes of new
business, fierce pricing pressure, and continuing investment in
the Company's global service offerings and in its capability to
engage in large international service agreements.

Cost alignment programme
During 2002, a cost alignment programme was introduced to
increase operational profitability and positive cash flow going
forward. Actions mainly involved the Company's operations in
Italy, the Netherlands, Spain, France and Mexico, with a total
headcount reduction of approximately 1,400 employees. The
headcount reduction is due to be finalised before June 2003.

Geographic developments

Europe and Middle East
The Company's Italian subsidiary was responsible for a
substantial decline in the overall result due to a greater than
anticipated deterioration in market conditions and difficulties
in reducing capacity in a timely manner. In addition in this
region, operating losses were reported in France, Germany,
Switzerland and Saudi Arabia. Human Resource Solutions in the
Netherlands continued to perform strongly, as did Getronics
Belgium.

North America
The Company's North America operations comprised U.S. Commercial
Operations and Canada (focused on the enterprise and local
government market) and, until 27 November 2002, Getronics
Government Solutions, or GGS, (working exclusively for U.S.
federal institutions). U.S. Commercial Operations improved its
operating result despite a difficult market, in part due to cost
reductions.

Rest of the World
The Company's operations in the Asia-Pacific region were able to
improve their 2002 profitability relative to 2001. Getronics
Japan maintained its stable performance in a difficult economic
environment. Despite the economic turbulence in Latin America,
Getronics Brazil and Getronics Mexico maintained their market
positions. Getronics Brazil was at break-even and Getronics
Mexico made a small loss.

Amortisation and impairment of goodwill
Goodwill impairment tests were performed on the major investments
in accordance with generally accepted accounting principles in
the Netherlands. On the basis of these tests, the total goodwill
impairment for 2002 has been determined as EUR 375 million (2001:
EUR 930 million).
Goodwill relating to the acquisition of Wang Global has been
impaired by EUR 352 million. A substantial part of the impairment
related to Italy. Goodwill relating to smaller acquisitions has
been impaired by EUR 23 million. The total remaining goodwill as
at 31 December 2002 of EUR 654 million will result in an
estimated future annual amortisation of approximately EUR 33
million.

Financial income and expenses
Interest expense of EUR 38 million includes a non-cash charge of
EUR 16 million in respect of the redemption premium that would be
payable if the Existing Bonds are not converted prior to their
maturity. Subordinated convertible bonds were bought back on
Euronext Amsterdam below the nominal value during 2002, resulting
in a gain of EUR 6 million. Interest income over 2002 amounted to
EUR 6 million.

Pensions
Pension obligations at 31 December 2002 have been calculated
consistently with the previous year, using International
Financial Reporting Standard (IFRS) 19. The unrecognised net
actuarial loss increased to EUR 141 million (2001: EUR 63 million
loss), primarily due to lower actual return on plan assets and
foreign currency conversion effects. Due to the increased
unrecognised net actuarial loss, defined benefit pension expense
for 2003 will increase by EUR 9 million. The 2002 pension expense
includes a non-cash benefit from the curtailment of defined
benefit plans of EUR 8 million. This amount reflects the change
from a defined benefit scheme to a defined contribution scheme
for a Dutch subsidiary, calculated in accordance with IFRS 19.

Taxes
The Company's effective tax rate (after adding back amortisation
and impairment of goodwill, for which there is, in most
jurisdictions, no deduction from taxable profit) was 46.5% over
2002 (2001: 25.2%). A substantial part of the increase in the tax
rate is due to the lower profitability of Getronics Italy.

Dividends
Due to the net loss reported for 2002, no dividend will be
distributed to shareholders. The cumulative amount of EUR 27
million that is due to the holders of cumulative preference
shares, but not accrued for, in respect of contingent unpaid
dividends in 2001 and 2002 will accumulate with any future
preference dividend rights.

Working capital
Working capital declined as a result of lower profitability and a
continuing focus on an improvement of working capital. At year-
end 2002, working capital, including cash and securities, was EUR
187 million (2001: EUR 440 million). Days of sales outstanding
improved from 78 days in 2001 to 74 days in 2002.

Cash flow
The decline in cash flow from operations in 2002 was mainly due
to the lower EBITA. The impact of the lower EBITA was mitigated
by a focus on working capital improvements and a one-off net tax
inflow of EUR 43 million, reflecting an agreement with the Dutch
tax authorities regarding a carry-back up to and including 1999.
Cash flow from capital expenditures was positively impacted by
the sale of GGS. The negative cash flow from financing activities
was mainly due to the repayment of long-term debt.

Capital expenditure and depreciation
Overall investment expenditure fell to EUR 71 million (2001: EUR
91 million). Capital expenditure was fully funded by depreciation
(2001: 90%).

Going concern
The notes to the audited 2002 financial statements will include
the following going concern note:

"In June 1999, the Company acquired Wang Global for an amount of
approximately EUR 1.8 billion. This acquisition was partly
financed by the issuance of two subordinated convertible bonds of
which an amount of EUR 520 million was still outstanding at 31
December 2002. As a result of goodwill impairment charges,
worsened market conditions and decreasing results, the financial
position of Getronics has deteriorated significantly.

The Company formulated a proposal for a financial restructuring
in order to significantly reduce its debt levels, to provide it
with a long-term financing solution and to restore the confidence
of clients and financial markets. The financial restructuring has
included a temporary lowering of the conversion prices of the
subordinated convertibles in December 2001, a gradual buy-back of
the subordinated convertibles in 2002, the sale of Getronics
Government Solutions in November 2002, arrangement of the new
credit facility and announcement of the initial invitation to
tender on 10 January 2003. On 29 January 2003, Getronics
announced that the initial invitation to tender had not been
successful, had been extended and would possibly be revised.
Subsequent to the announcement of the initial invitation to
tender the financial situation of Getronics deteriorated further.
As a result of the failure of the initial invitation to tender,
continued deterioration of Getronics' cash position and a further
lowering of Getronics' credit rating, doubt arose about
Getronics' ability to continue as a going concern over the next
twelve months.

On 12 February 2003, Getronics announced the revised invitation
to tender. The revised invitation to tender is conditional upon
(i) the adoption of certain resolutions by the shareholders of
Getronics at an extraordinary general meeting, and (ii) the
adoption of the bondholders' resolutions at the bondholders'
meetings. On 3 March 2003, the Company announced that it had
decided to extend the tender period for the revised invitation to
tender.

New management is taking the opportunity to fully consider all
the options that are open to the Company, including financial
restructuring, taking into consideration the interests of the
Company and its stakeholders.

There remains uncertainty as to whether Getronics will be able to
continue as a going concern and Getronics may therefore be unable
to realize its assets and discharge its liabilities in the normal
course of business. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets amounts or to amounts and classification of
liabilities that may be necessary if Getronics is unable to
continue as a going concern."

Getronics expects that the audit opinion will be unqualified and
include an 'emphasis of matter' paragraph referring to the going
concern note.

Financial position
The total outstanding gross debt at year-end 2002 was EUR 615
million and net debt was EUR 319 million. The debt includes EUR
182 million of subordinated convertible bonds, which mature on 21
April 2004 (2004 Bonds), and EUR 338 million of subordinated
convertible bonds, which mature on 22 March 2005 (2005 Bonds). At
the end of 2002, all amounts outstanding under the Company's
former revolving credit facility had been repaid. At the
beginning of 2003, this facility was cancelled and a new one was
entered into.

Over 2002, the Company's operational result was affected by a
combination of the decline in profitability of the Company's
Italian subsidiary, deteriorating market conditions, pricing
pressure and continuing restructuring efforts. Despite actions
taken by the Company, there has been uncertainty in the public
domain regarding the Company's ability to refinance its debt.
This has impacted the Company's reputation in the financial
markets, thereby reducing the share price and affecting its
ability to refinance its debt.

Gradual buy-back of existing bonds in 2002
Since April 2002, the Company has bought back approximately EUR
18 million nominal amount of 2004 Bonds and approximately EUR 16
million nominal amount of 2005 Bonds.

The new facility
On 24 January 2003, the Company signed a new revolving credit
facility with four banks for EUR 200 million. The new facility
consists of Tranche A for EUR 125 million, and Tranche B for up
to EUR 75 million. Tranche A is for general corporate purposes
while Tranche B will be used as the cash consideration in the
revised invitation to tender and the mandatory conversion. The
Company has agreed with the lenders to provide that Tranche B
will be available for payment of the applicable cash amounts in
the revised invitation to tender and the mandatory conversion.
The maturity date of the new facility is 31 December 2004, and
may be extended to 31 December 2005 with the agreement of the
lenders. If exchange offers are tendered for less than 66.67% of
the accrued value of the 2004 Bonds, or less than 66.67% of the
accrued value of the 2005 Bonds, only EUR 50 million cash
consideration will be paid in respect of the revised invitation
to tender and mandatory conversion. In that case, Tranche A will
be increased and Tranche B will be reduced by EUR 25 million.

During early February 2003, subsidiaries of Getronics drew EUR 55
million under Tranche A for general corporate purposes. The
ability of the Company to draw from Tranche B is dependent on the
successful completion of the revised invitation to tender and the
mandatory conversion.

The new facility includes security in favor of the lenders and
certain financial and other covenants. The financial covenants
under the new facility include covenants related to gross
interest cover (EBITDA/gross interest expense) and the Company's
senior debt/EBITDA ratio. These covenants are measured on a 12-
month rolling basis.

The senior debt/EBITDA covenant for 2003 and 2004 is tested on a
quarterly basis. The gross interest cover covenant is also tested
quarterly. There are also covenants relating to cash balances
held in accounts secured in favour of the lenders, and cash held
in other accounts. The margin payable under the new facility is
determined by the Company's credit ratings for its long-term
debt, and ranges from a minimum of 0.75% to a maximum of 3%.
Based on the Company's current credit rating, the initial rate is
Euribor plus 3%.

Currency exposure
Under the Company's foreign exchange policy, trading exposure is
generally hedged, mainly through the use of forward foreign
exchange contracts. Some flexibility is permitted within overall
exposure limits. Assets held in foreign currencies are, to a
considerable extent, financed by borrowings in the same
currencies. The net equity of the Company's subsidiaries is
subject to currency translation adjustments, which may have an
impact on total equity.

Use of estimates
The preparation of financial statements requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes to the
financial statements. Actual results could materially differ from
those estimates and may affect amounts reported in future
periods. The primary areas that require significant estimates and
judgments by management include, but are not limited to,
inventory provisions, allowance for doubtful accounts, sales
returns and warranty costs, evaluation of the impact of
litigation and claims, valuation of acquired goodwill as well as
their related carrying values, other non-recurring special
charges, valuation of the carrying value of tangible assets,
assumptions used in calculating pension plan accruals and
provisions for specifically identified income tax exposures.

Risk profile
Getronics is exposed to normal business risks including the
effect of changes in foreign currency exchange rates, interest
rates and credit spreads. Credit risk exposures are minimized by
dealing only with a limited number of financial institutions with
secure credit ratings, by working within agreed counter-party
limits and by setting limits on the maturity of investments.
Counter-party credit ratings are regularly monitored and there is
no significant concentration of credit risk with any single
counter-party.

Acquisitions and divestitures
In May 2002, Getronics acquired the Luxembourg-based company
Cosysse and its 100% subsidiary Siseg Sarl, a supplier of
document management solutions.

In September 2002, Getronics acquired Geronimo Employee Relations
Services.

On 27 November 2002, Getronics completed the sale of Getronics
Government Solutions (GGS) to DigitalNet Inc. The purchase price
was EUR 246 million, including EUR 25 million of contingent
payments. As at 31 December 2002, EUR 11 million of the
contingent payments had been received. The remainder is expected
to be received in the course of 2003. The purchase price includes
shares in DigitalNet Inc., valued at EUR 18 million. To the date
of its deconsolidation (27 November 2002), GGS reported revenue
of EUR 357 million (2001: EUR 384 million), EBITA of EUR 45
million (2001: EUR 15 million), and net income of EUR 28 million
(2001: EUR 11 million). The after-tax result from this disposal
in 2002 is nil.

Employees
At the end of 2002, the total number of employees was 24,978
(2001: 28,535). The sale of GGS accounted for a decrease of 1,748
employees. The 2002 attrition rate fell to 9.3% (2001: 14.6%).

Subsequent events

Invitation to tender
On 10 January 2003, the Company published a preliminary
prospectus setting out details of its initial invitation to
holders of its outstanding convertible bonds to tender those
bonds for exchange on terms set out in that prospectus. On 29
January 2003, Getronics announced that the initial invitation to
tender had not been successful, that it had been extended, and
that it would possibly be revised. On 12 February 2003, the
Company announced that it had withdrawn its initial invitation to
tender and launched a revised invitation to tender.

On 14 February 2003, the Company published a revised preliminary
prospectus setting out details of its revised invitation to
holders of the outstanding convertible bonds to tender those
bonds for exchange on terms set out in that prospectus. On March
3, 2003, the Company announced that new management, with the
agreement of the Supervisory Board, had decided to extend the
tender period for the revised invitation to tender. The revised
invitation to tender is expected to be completed by March 31,
2003.

New management is taking the opportunity to fully consider all
the options that are open to the Company, including financial
restructuring, taking into consideration the interests of the
Company and its stakeholders.

The revised invitation to tender provides for exchange of the
outstanding convertible bonds for ordinary shares and cash. In
addition, meetings of the holders of the bonds may lead to it be
mandatory to convert non-tendered bonds into ordinary shares and
cash. The maximum amount of cash that might be paid pursuant to
the revised invitation to tender and mandatory conversion is EUR
75 million. The Company has also agreed with holders of its
cumulative preference shares that, subject to the revised
invitation to tender being completed successfully, such holdings
will be converted into new ordinary shares and that the holders
will forfeit their contingent unpaid dividends for 2001 and 2002
(a total sum of EUR 27 million). In addition, such holders will
receive warrants to subscribe for new ordinary shares, again
subject to the revised invitation to tender being completed
successfully.

The Company will also issue warrants to holders of its ordinary
shares, subject to the revised invitation to tender being
successfully completed.

Further details of the above are set out in the Company's Revised
Preliminary Prospectus dated February 14, 2003.

Board of Management change
On February 21, 2003, the Supervisory Board announced that Mr.
Peter van Voorst, Chairman and Chief Executive Officer, together
with Mr. Jan Docter, Chief Financial Officer, would be stepping
down with immediate effect. This decision was taken by the
Supervisory Board after consultation with Mr. van Voorst and Mr.
Docter, and was based on a difference of opinion on how to manage
the Company.

At the same time, the Supervisory Board announced that Mr. Axel
Ruckert and Mr. Klaas Wagenaar would act as the Board of
Management, as Chairman and Vice-Chairman respectively. The
Supervisory Board will propose the election of Mr. Ruckert and
Mr. Wagenaar to the Board of Management at the Annual General
Meeting of Shareholders on April 9, 2003.

This press release is not an offer of securities for sale in the
United States or any other jurisdiction. Getronics' securities,
including its outstanding convertible bonds, preference shares,
ordinary shares and the warrants referred to herein 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.


KONINKLIJKE AHOLD: Has No Plans of Selling Spanish Operation
------------------------------------------------------------
Royal Ahold indicated to hold on to its Spanish business,
Superdiplo SA, despite its current financial difficulties, Cinco
Dias said.

According to the report, Ahold's current situation will not
affect its Spanish business for the time being.

A spokesman for Wal-Mart Stores Inc reportedly indicated that the
U.S. group is considering the possible purchase of Ahold stores
in the region in case they were put up for sale.

Analysts see Ahold as likely to be forced to unload businesses to
stay afloat.  Assets that are likely to go are units in Asia,
Eastern Europe and Spain, according to reports.

The sharp decline in Ahold's share price since the revelation of
accounting errors made the company open to a complete takeover,
according to experts.


KONINKLIJKE AHOLD: Secured Loan Before Making Troubles Public
-------------------------------------------------------------
Koninklijke Ahold or Royal Ahold had kept its problems private
until it completed negotiations with banks for a new US$1.3
billion credit facility.

The retailer did not inform investors about accounting
irregularities before the facility was agreed with ABN Amro, JP
Morgan, ING, Goldman Sachs and Rabobank, says Dutch securities
watchdog AFM (Authority for Financial Markets).

Ahold reportedly announced the discrepancy and the successful
negotiation on the same day even if four days before, former
chief executive Cees van der Hoeven had already informed a top
AFM official indicating that the company was facing serious
problems.

According to AFM chairman Arthur Docters, Mr. van der Hoeven, who
resigned the day the accounting scandal emerged, called him
suggesting the troubles and the negotiations at the same time.

So far no evidence of abnormal trading volumes in Ahold stock
prior to the revelation has yet been discovered by the AFM's
inquiry.

Ahold is now considering whether to tap its newly secured bank
credit facility to pay back the US$550 milion outstanding on its
previous US$2-billion facility, according to people familiar with
the loan.

CONTACT:  KONINKLIJKE AHOLD
          Albert Heijnweg 1
          1507 EH Zaandam, The Netherlands
          Phone: +31-75-659-9111
          Fax: +31-75-659-8350
          Home Page: http://www.ahold.com
          Contact:
          Hendrikus de Ruiter, Chairman, Acting CEO


KONINKLIJKE AHOLD: Landskroner-Grieco Files Class Action Suit
-------------------------------------------------------------
Landskroner - Grieco Ltd. announces that it has filed a class
action lawsuit in the United States District Court for the
Eastern District of Virginia on behalf of purchasers of the
securities of Koninklijke Ahold N.V. d/b/a Royal Ahold, Inc.
between May 15, 2001 and February 21, 2003.  The suit is against
AHOLD, certain of its officers and directors, and two of its
related companies, Ahold USA Holdings, Inc. and U.S. Foodservice,
Inc. The deadline to file lead plaintiff papers, for those class
members wishing to serve in this capacity, is April 28, 2003.
There are certain legal requirements to serve as lead plaintiff,
which we would be happy to discuss with you. Any member of the
purported class may move the Court to serve as lead plaintiff
through counsel of their choice, or may choose to do nothing and
remain an absent class member. If you wish to discuss this action
or have any questions concerning this notice or your rights with
respect to this matter, you may contact Jack Landskroner or Debra
Spaller at Landskroner - Grieco, Ltd. by calling toll free at
866-522-9500 or by emailing Jack@landskronerlaw.com. The website
is http://ww.landskronerlaw.com

The complaint charges defendants with violations of the federal
securities laws. During the Class Period, defendants issued many
statements and filed quarterly and annual reports with the SEC,
which depicted the Company's net income and financial
performance. The complaint alleges that these statements were
materially false and misleading because they omitted and/or
misrepresented several undesirable facts, such as that, during
the Class Period, AHOLD had significantly overstated its
operating earnings for its U.S. Foodservice division. The
complaint further alleges that the Company lacked sufficient
internal controls resulting in an inability to determine the true
financial condition of AHOLD, which lead to the value of the
Company's net income and financial results being materially
overstated at all pertinent times.

On February 24, 2003, before the market opened for trading, AHOLD
announced that it discovered over $500 million in "overstatements
of income related to promotional allowance programs", requiring
the Company to restate its previously issued financial reports
for fiscal years 2001 and 2002. Following this report, shares of
AHOLD declined over 60%, to close at $4.16 per share, on volume
of more than 16 million shares traded, or nearly thirty times the
average daily volume.

Landskroner - Grieco, is a law firm whose practice areas include
securities fraud and consumer class action litigation. Jack
Landskroner is a board certified trial advocate by the National
Board of Trial Advocacy and has been counsel of record in class
action cases litigated across the county. For more information or
questions about our pending action against Royal Ahold or about
Landskroner - Grieco, please contact Jack Landskroner at 866-522-
9500 (toll-free), by e-mail at jack@landskronerlaw.com or at 1360
West 9th St. Suite 200 Cleveland, Ohio 44113 or visit its website
at http://ww.landskronerlaw.com

CONTACT:  LANDSKRONER - GRIECO, LTD.
          Jack Landskroner. Esq
          Debra Spaller, Paralegal
          Phone: (866) 522-9500 or (216) 522-9000
          E-mail: jack@landskronerlaw.com
          Home Page: http://ww.landskronerlaw.com


KONINKLIJKE AHOLD: Much Shelist Announces Class Period for Suit
---------------------------------------------------------------
Lead Plaintiff Petitions Due April 28, 2003

Much Shelist Freed Denenberg Ament & Rubenstein, P.C. announces
that class action lawsuits are pending in the United States
District Court for the Southern District of New York, and in
other jurisdictions, on behalf of purchasers of the securities of
Koninklijke Ahold N.V., a/k/a Royal Ahold, between March 6, 2001
and February 24, 2003, inclusive.

It has been alleged that the Company violated the federal
securities laws by issuing a series of materially false and
misleading statements to the market, causing the market price of
Ahold securities to be artificially inflated. According to
reports, as a result of these misrepresentations, the Company's
Chief Executive Officer, Chief Financial Officer and two other
directors of the Company have resigned and certain executives in
its U.S. Foodservice subsidiary have been suspended. It has also
been reported that both the United States Attorney for the
Southern District of New York and the Securities and Exchange
Commission have initiated investigations of these allegations.

Reports from the Netherlands indicate that the Dutch financial
markets regulator, AFM, has begun an investigation of the
Company, and Sobi, a corporate watchdog group, has lodged a case
with the public prosecutor accusing former Ahold CEO, Cees van
der Hoeven, with being an accomplice to embezzlement, or handling
stolen property.

On February 24, 2002, Ahold shocked the market by issuing a press
release announcing that Ahold's operating earnings for fiscal
year 2001 and expected operating earnings for fiscal year 2002
had been overstated by an amount that the company believes may
exceed $500 million. This was due primarily to overstatements of
income related to promotional allowance programs at U.S.
Foodservice, which are still being investigated. These
overstatements would require the restatement of Ahold's financial
statements for fiscal year 2001 and the first three quarters of
2002. According to the Company, a complete investigation has been
ordered by the Audit Committee of Ahold's Supervisory Board and
is continuing by outside legal counsel and independent forensic
accountants. Pending the conclusion of this investigation,
certain senior executives of the U.S. Foodservice purchasing and
marketing management team have been suspended. The company also
announced that the Company was investigating, through forensic
accountants, the legality of certain transactions and the
accounting treatment thereof at its Argentine Disco unit, and
that the investigation had uncovered certain transactions that
were "questionable." The company has deferred the announcement of
its full year results scheduled for March 5. Ahold's auditors
have also informed Ahold that they are suspending the fiscal year
2002 audit pending completion of these investigations.

Following the announcement on Monday, February 24, 2003, the
Company's ADR's plunged over 61% from their close the previous
Friday, to close at 4.16 after trading as low as 3.60 during the
day.

Much Shelist is currently investigating these claims. If you wish
to discuss your rights and interests, or if you have information
relevant to the lawsuit, you may contact Carol V. Gilden or
Michael E. Moskovitz at Much Shelist Freed Denenberg Ament &
Rubenstein, P.C., by calling a toll-free number 1-800-470-6824,
or by sending an e-mail to investorhelp@muchshelist.com Your e-
mail should refer to Ahold.

If you purchased Ahold securities during the Class Period, and if
you meet certain other legal requirements, you may file a motion
in the court where the lawsuits have been filed to serve as a
lead plaintiff. You must file your motion no later than April 28,
2003.

A lead plaintiff is a representative party that acts on behalf of
other class members in directing the litigation. In order to be
appointed lead plaintiff, the court must determine that the class
member's claim is typical of the claims of other class members,
and that the class member will adequately represent the class.
Under certain circumstances, one or more class members may
together serve as "lead plaintiff." Your ability to share in any
recovery is not, however, affected by the decision whether or not
to serve as a lead plaintiff. The requirements for serving as a
lead plaintiff are set forth in the Private Securities Litigation
Reform Act of 1995 (15 U.S.C. Section 78u-4).

Much Shelist's history is one of experience, leadership and
results. For more than 25 years, Much Shelist has represented
plaintiffs in class action litigation in federal and state courts
across the United States. The firm has successfully prosecuted
cases involving securities fraud, antitrust violations, consumer
fraud, unlawful business practices and insurance company fraud.
Under Much Shelist's leadership, class members have obtained
judgments and settlements in excess of $4 billion.

CONTACT:  MUCH SHELIST FREED DENENBERG AMENT & RUBENSTEIN, P.C.
          Carol V. Gilden, Esq.
          Phone: (800) 470-6824
          E-mail: investorhelp@muchshelist.com


===========
P O L A N D
===========


ELEKTRIM SA: Convenes Extraordinary Meeting of Shareholders
-----------------------------------------------------------
The Management Board of Elektrim S.A. announces that pursuant to
 8 section 2 of the Company Statutes and art. 400 1 of the
Commercial Companies Code it convenes an Extraordinary
Shareholders' Meeting to be held on April 4, 2003 at 10 hours in
Warsaw at Panska 77/79 with the following agenda:

1.   Opening of the General Meeting of Shareholders,
2.   Organisational matters
a.   election of the Meeting's  Chairperson,
b.   stating the validity of the Meeting
c.   election of the Tellers Committee,
3.   Adoption of a resolution amending the resolution of
Elektrim's Extraordinary Shareholders' Meeting of April 10, 2002
regarding the number of Supervisory Board members.
4.   Adoption of resolutions regarding appointment of Supervisory
Board members in a voting by groups.
5.   Adoption of resolutions regarding changes in the Supervisory
Board if no member is elected by a separate group.
6.   Adoption of a resolution regarding the appointment of the
Supervisory Board Chairman.
7.   Adoption of a resolution regarding the appointment of the
Supervisory Board Deputy Chairman.
8.   Adoption of a resolution determining remuneration principles
for the Supervisory Board Members.
9.   Adoption of resolutions regarding amendments to Company
Statutes.
10.  Adoption of a resolution regarding amendments to the
Supervisory Board By-Laws.
11.  Closing of the Meeting.

The Management Board of Elektrim S.A. announces that shareholders
may take part in the Meeting in person or by proxy.

Representatives of legal persons should present updated excerpts
from relevant registers listing the persons authorized to
represent those entities. The person who has not been listed in
the excerpt should bear a proxy.

Co-owners of shares shall indicate their joint representative to
participate in the Meeting. The proxy authorizing to participate
in the
Meeting shall be in writing, otherwise being deemed null and
void.

The Management Board of Elektrim S.A. announces that pursuant to
art. 406  3 of the Commercial Companies Code and in connection
with art. 11 section 1 of the law dated August 21, 1997 Law on
Public Trading of Securities (Journal of Law no 118, section 754
as amended) the right to participate in the Meeting of
Shareholders is granted on the basis of depository certificates
provided that they have been deposited in the company's office in
Warsaw at 77/79 Panska Street, 4th floor, room no 413, tel. 432
87 22 between 10.00 a.m. - 2.00 p.m. at least one week before the
date of the Meeting, i.e. by March 28, 2003 (incl.), and are not
withdrawn before the conclusion thereof.

The Management Board of Elektrim S.A. announces that registration
of attendance on April 4, 2003 will begin at 9.00 hours.

Pursuant to the requirement of art. 400 2 of the Commercial
Companies Code we present the wording of the proposed amendments
to Company Statutes:

Present wording of  10:
"The resolutions of the General Meeting are approved by a
majority of  _ of votes cast."

Proposed wording of  10:
"The resolutions of the General Meeting are approved by an
ordinary majority of votes cast."

Present wording of  13 item 1:
"The Supervisory Board shall be composed of a minimum of 5 and a
maximum of 9 members appointed by the Meeting of Shareholders."

Proposed wording of 13 item 1:
"The Supervisory Board shall be composed of a minimum of 3 and a
maximum of 9 members appointed by the Meeting of Shareholders".

Present wording of  13 item 2:
"The Supervisory Board Chairman and the Vice Chairman are
appointed by the Meeting of Shareholders from among the members
of the Supervisory Board."

Proposed wording of 13 item 2:
"The Supervisory Board appoints the Chairman and the Vice
Chairman from among its members."

In  16 item 8 is added with the following wording:

"Consent to the sale or purchase of assets, contracting a balance
sheet or off-balance sheet liability or establishing any
encumbrance on assets, by way of one or more dealings with one
entity, in a period shorter than 12 months, of a value exceeding
PLN 250,000.00 (two hundred and fifty thousand) or the equivalent
of this amount in other currencies.


KREDYT BANK: Correction on Notice of Receipts Delisting
-------------------------------------------------------
In connection with the announcement of Kredyt Bank S.A. dated
March 3, 2003 regarding delisting of the Global Depositary
Receipts (GDRs) on the London Stock Exchange, Kredyt Bank S.A.
informs that the delisting effective date should be April 3,
2003.

The March 3 announcement reads:

The Management Board of Kredyt Bank S.A. announces that Kredyt
Bank S.A. applied for the delisting as from March 21, 2003 of the
Global Depositary Receipts (GDRs) on the London Stock Exchange.

Currently the GDRs represent 0.04% of Kredyt Bank S.A. shares
outstanding which does not secure appropriate liquidity of these
securities.

Moreover Kredyt Bank S.A. has terminated a deposit agreement
related to GDRs issuance, which means that this program will be
closed as from April 30, 2003.


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


AMP GROUP: Former Chairman Refuses to Take Retirement Allowance
---------------------------------------------------------------
Public criticisms of "golden handshakes" given to departing heads
of poorly-performing companies paid up after Stan Wallis, former
chairman of AMP, refused to receive his AU$1.6 million
(US$980,000) retirement allowance.

The troubled Australian financial services group reasoned that
the decision was personal and was taken at Mr. Wallis' belief
that it was inappropriate for him to receive a large retirement
benefit at such a difficult time for the company, according to
the Financial Times.

The Australian Shareholders' Association deemed Mr. Wallis'
decision "entirely appropriate gesture in the present
circumstances".

Analysts believe the decision would strengthen the company's
stand in its row with Paul Batchelor, former chief executive,
over retirement package.  Mr. Bachelor is reportedly claiming up
to A$20 million.

AMP advised the public of the early resignation of Mr. Wallis
before it reported a net loss of A$896m for last year after
taking A$1.57bn in writedowns and restructuring costs.

He would leave only with his compulsory pension contributions of
about A$100,000.


BRITANNIC GROUP: Issues Financial Result for Year 2002
------------------------------------------------------
-  Operating achieved profit of GBP86 million before tax and
exceptional items
-  Achieved profit shareholder funds of GBP986 million, 502 pence
per share
-  Prudent capital management
-  Deferral of annual bonus at Britannic Assurance
-  No final dividend
-  No longer investing in new business capability at Britannic
Assurance, therefore gradual withdrawal from writing new
policies. Increasing emphasis on product development at Britannic
Asset Management Chairman's statement:

The prolonged fall and volatility of equity markets has reduced
investor confidence and affected all in our sector. The Board has
acted to ensure the ongoing financial strength of the Group and
on 6 January 2003 announced steps to protect both the immediate
and longer-term interests of our customers and shareholders.
These actions have resulted in a free asset ratio of 6.5% as at
December 31, 2002.

We confirm that Britannic Assurance is deferring its annual bonus
in respect of 2002 and will not be making a transfer from the
shareholders' retained capital (SRC). As a consequence of these
actions, Britannic Group plc will not be paying a final dividend
in respect of 2002.

Operating achieved profit before tax and exceptional items of
GBP86 million (2001: GBP 145 million) is lower than last year
primarily due to a GBP 47 million reduction in the smoothed
return from the SRC and the one off restructuring benefit of GBP
13 million in 2001.

Achieved profit shareholder funds at December 31, 2002 were
GBP986 million (2001: GBP 1,355 million) equivalent to 502 pence
per share. The reduction from last year reflects short-term
investment fluctuations and goodwill write-downs.

Strategically, we have decided to withdraw from investing in new
business capability at Britannic Assurance, with sales now
concentrated through our other life and investment companies,
Britannic Retirement Solutions and Britannic Asset Management. It
is anticipated that this action will save approximately o25
million in capital per annum, and will incur a one off cost to
implement approximately GBP15 million in 2003.

Britannic Assurance distribution contributed GBP 90 million
single premium sales in 2002, exc luding DSS receipts,
representing 12% of the Group's total single premium sales. It
also contributed all of the Group's regular premium business.
Therefore overall the annual premium equivalent contribution is
higher at 22%.

Britannic Asset Management has performed well in tough market
conditions where investor confidence is low, with retail sales of
unit trusts through IFA's higher this year than last. We remain
committed to maintaining and growing this business over the
coming year and will be focusing on investment performance and
new product opportunities.

Britannic Retirement Solutions has shown strong growth over the
last two ears and has become an established brand in its chosen
market. This business will be looking to capitalize on this
position over the coming year with a break-even financial
objective.

Britannic Money is operating in the highly competitive mortgage
market but has substantially reduced its losses in 2002. It will
continue to focus on costs and margins in 2003, with a break-even
financial objective.

Outlook
As stated in our announcement of January 6, 2003, the Group will
continue setting its capital management policies to have regard
to maintaining an adequate free asset ratio for its life
assurance operations and to maintaining a prudent level of
gearing.

The Group has prepared its medium term plans on a base case
assumption of total equity returns of 7% per annum from the 2002
year end market level. Given the expectation that medium term
returns from equities will exceed returns on fixed interest
investments, Britannic Assurance does not believe it would be in
the interests of policyholders or shareholders to move the fund
assets overwhelmingly into fixed interest, but will protect
solvency against continued equity market falls as appropriate.

Under these base case assumptions Britannic expects that, in
respect of 2003, it will resume annual bonus declarations and
resume transfers from the SRC, and will consider a final dividend
but no interim dividend. Thereafter, the Board would expect to
resume a policy of distributing the majority of available
operating cash earnings to shareholders. The base case
assumptions indicate a sustainable dividend paying capacity,
before any debt repayments, of between 20p and 25p per share.
Under base case assumptions, this would result in a modest
strengthening of the free asset ratio in the medium term.

Since the start of 2003 equity markets have fallen and continued
to exhibit significant volatility. The Board is confident that
solve ncy can be maintained at appreciably lower equity markets
than current levels but it is still too early to be more
definitive regarding the likely level of dividend, if any, for
2003. However, the action taken to withdraw from investing in new
business capability at Britannic Assurance and the more rapid
introduction of realistic solvency testing by the FSA should
assist matters.

Operational Review
This business commentary refers to profits on an achieved profit
basis as these best reflect the underlying performance of the
long-term assurance business. Details of the results on a
modified statutory basis are given in the financial review
section.

Britannic Assurance
-  Operating achieved profit before tax of GBP 100 million.
-  Active capital management to maintain financial strength.
-  Free asset ratio 6.5%.

Operating achieved profit before tax for the period is lower at
GBP 100 million (2001 GBP 172 million) largely due to the
reduction in the smoothed return from the SRC of GBP 47 million,
the impact of annuity reserve strengthening of GBP 9 million, and
the absence of the one-off benefit from restructuring of GBP 13
million in 2001. New business profits during the period were
broadly stable at GBP 12 million.

Capital management has been the primary focus of Britannic
Assurance during 2002. Specifically, action has been taken to
reduce the equity backing ratio of the with profit fund from 58%
in June to 42% at the end of the year. In addition, a number of
unprofitable channels were closed during the year, namely the
resid ual direct sales force, the IFA channel and the worksite
marketing sales team.

These actions, when added to the decision to defer annual bonuses
and not to declare a dividend to Britannic Group have resulted in
a free asset ratio as at 31 December 2002 of 6.5%.

Strategically we have decided to withdraw from investing in new
business capability at Britannic Assurance. We will be working
with our business partners over the coming months to ensure an
orderly transition. This decision will conserve approximately o25
million in capital per annum at a one-off cost to implement of
approximately o15 million.

Britannic Asset Management
-  Total new funds inflow of GBP 393 million
-  Strong sales of unit trusts by IFAs
-  Operating profits GBP 9 million
-  Strong sales in top performing Britannic Corporate Bond Fund
-  Immediate focus on product development and improving fund
performance
-  Action taken to protect profitability

Against an environment in which consumer confidence is low, sales
of unit trusts through IFAs were higher than last year at GBP 100
million compared to GBP 86 million in 2001. Sales through other
channels also held up well in a difficult environment.

Operating profits of GBP 9 million before exceptional item (2001:
GBP 18 million) are lower than last year largely because revenue
is highly geared to stock market levels. In response to falling
revenue we took action at the end of 2002 to reduce the cost base
of the business in order to protect profitability going forwards.

We have benefited from our strategy of managing a range of asset
classes as investors have moved increasingly from equity to fixed
interest products. This has resulted in strong demand for our top
performing Britannic Corporate Bond Fund.

In the coming year the business will continue to look at
opportunities to develop products which meet customers' changing
risk appetite, building on the recently launched Secured Growth
ISA product.

Britannic Asset Management will be seeking to grow its
institutional business through improved investment performance,
whilst the retail business will seek to build upon the strong
reputation it has with IFA's, and to exploit opportunities when
de-polarisation occurs.

Britannic Retirement Solutions
-  Sales more than doubled to GBP 362 million
-  Established player in the annuity market
-  Recognition for service proposition
-  Operating achieved losses reduced to GBP 7 million
-  Break-even targeted for 2003

Britannic Retirement Solutions is now an established player in
the annuity market with sales volumes doubled from GBP 166
million in 2001 to GBP 362 million in 2002. This growth has been
attained with only a marginal increase in staff costs due to our
past investment in modern scalable administration and
underwriting systems. New business margins have more than doubled
from 4.8% to 10.8%.

Britannic Retirement Solutions has achieved around a 5% share of
the annuity market, equivalent to 13% of the enhanced annuity
market, only 24 months after launch. The quality of its offering
has also been recognised with the company being awarded two top
service awards at the Financial Adviser LIA Service Awards 2002.

Management actions to contain costs and improve margins during
the year have reduced losses from GBP 14 million in 2001 to GBP 7
million in 2002. Having now achieved critical mass, the priority
for the business is to meet its break-even objective in 2003,
coupled with a moderation in its growth in sales in the coming
year.

Britannic Money
-  Losses reduced by 82%
-  Cost management and margins remain the priority

In December 2002 Britannic Assurance acquired the remaining 40%
share in Britannic Money when First Active plc exercised its put
option.

During the year management has been primarily focused on reducing
losses through rigorous management of costs and by improving
margins. These actions have reduced costs by over o15 million and
increased revenue by over GBP 7 million resulting in a reduction
in losses of 82% from GBP 28 million in 2001 to GBP 5 million in
2002.

The mortgage and in particular the re -mortgage markets have
remained very competitive with levels of re-mortgage activity
remaining high. To counter the effects of this we have continued
to include early redemption penalties on all new sales.

The business has continued to target the buy to let market where
margins are better than the private residential market. Within
the buy to let market we have maintained loan quality by
concentrating lending to the professional rather than private
rental sector, thereby avoiding the credit quality issues faced
by some other lenders.

Overall our loan quality remains extremely high with our average
loan to value ratio maintained at a very prudent 60%.

We expect the mortgage market to remain highly competitive over
the short to medium term. Consequently, our priority remains
managing costs and margins with the objective of achieving
breaking even in 2003.

Alba Life Alba Life continues to operate as a closed fund, with
its focus being on cost and risk reduction as the book of
business runs down. During the year the individual life and
pensions business were successfully transferred to operate
alongside the Britannic Assurance activities in Birmingham. The
corporate pension business continues to be operated in Glasgow.
To facilitate this transfer all continuing activities are now
provided by Britannic Management Services under a services
agreement. The company has also completed the re-assurance of a
substantial part of the liabilities of its immediate annuities
book during the year.

To view Britannic's Full Release:
http://bankrupt.com/misc/britannic.pdf


BRITISH POLYETHYLENE: In Need of GBP1.8MM After Profit Fall
-----------------------------------------------------------
British Polyethylene Industries needed some GBP1.8 million for
its pension fund after the company's pre-tax profit went down 17%
to GBP13.3 million over 2002 as a result of unfavorable trading
conditions.

The plastics group was forced to increase its contribution to the
fund by 6% to ease out a GBP11 million pension shortfall.

Regarding his plans, BPI chairman and chief executive Cameron
McLatchie told the Scotsman: "We're going to have to keep the
payments at GBP1.8 million for at least the next three years, but
we've already implemented a pay freeze to help pay for it."

BPI also decided to keep its dividend on hold.  The decision,
together with the news of improving foreign exchange rates,
bouyed BPI's shares up more than 8% on Monday's trade to 226 p.

Mr. McLatchie said "...we've done a lot to reposition the
business. And now, for the first time in a long time, exchange
rates are going to work in our favor."

He assured that the company is still increasing sales, generating
cash, making profits, and paying a dividend.  BPI's pre-tax
profits, though, are further expected to shrink due to increased
pension charges.

Mr. McLatchie blamed the weakness of the euro for the troubles in
its U.K. manufacturing operations.  Exporting to the continent
was uncompetitive and European firms could offer supplies to
customers in the U.K. at competitive prices.

For the year, Nick Spoliar, an analyst at BPI's house broker West
LB, lowered his pre-tax profits forecasts for BPI from GBP15.8
million to GBP12.5 million.

The analyst considers the increased pension costs as "a major
negative factor."  Problems will further be exacerbated by the
introduction of the new National Insurance contributions and the
continually high costs of insuring the business, he added.

He said further, "They've still got a price/earnings ratio over
six and a yield of more than 10 per cent, which makes them look
quite cheap. We're still keeping our outperform rating on the
stock and a price target of GBP2.50."

The analyst predicts disposal of businesses outside BPI's core
polyethethylene operations this year, such as its paper sack
manufacturing business in the south-west of England.   BPI had
already disposed a string of non-core businesses.

He also foresees a slimming down of the company's workforce for
the year on top of the 190 job cuts already made.

CONTACT:  BRITISH POLYETHYLENE INDUSTRIES
          Head Office
          96 Port Glasgow Road
          Greenock
          PA15 2UL
          Phone: (01475) 501000
          Fax: (01475) 743143

          Registered Office:
          10 Foster Lane
          London
          EC2V 6HH
          Phone: (020) 7606 6130
          Fax: (020) 7600 0992


GLAXOSMITHKLINE PLC: U.S. Rules Against Hemihydrate Patent
----------------------------------------------------------
GlaxoSmithKline announced that a federal judge for the United
States District Court for the Northern District of Illinois
(Chicago) has ruled in GSK's litigation with TorPharm
Pharmaceuticals (a wholly owned subsidiary of Apotex) over GSK's
anti-depressant drug, Paxil (paroxetine hydrochloride).

The judge ruled that GSK's patent in the United States covering
the hemihydrate form of Paxil is valid but not infringed by
Apotex's product. The patent expires in 2006. GSK will appeal the
ruling of non-infringement.

Although the judge did find it likely there would be some
hemihydrate in Apotex' product, he found that GSK did not show
hemihydrate would be present in sufficient amounts to infringe
the patent under his claim interpretation. GSK disagrees with
that claim interpretation.

The ruling by Judge Richard Posner on the hemihydrate patent
represents one element of the current legal action between GSK
and Apotex, which is seeking to market an anhydrate form of
paroxetine hydrochloride. GSK is continuing to pursue litigation
for infringement of other patents relating to Paxil against
Apotex and other generic companies in the United States District
Court for the Eastern District of Pennsylvania (Philadelphia). No
trial date has been set. The last-to-expire 30-month stay against
FDA approval of Apotex's product under Hatch Waxman law will
expire on September 19, 2003.

Possible timing of a generic Paxil product remains unclear with
the Philadelphia trial still pending and the Chicago decision now
moving towards appeal.

Consequently, GSK's published business performance earnings per
share guidance for 2003 remains as previously stated.* If a
generic launch of paroxetine hydrochloride became imminent, GSK
would reassess this guidance.

Paxil was launched in the U.S. in early 1993, and the first
generic company, Apotex, sought marketing approval in 1998 - only
5 years after first launch.

GlaxoSmithKline, one of the world's leading research-based
pharmaceutical and healthcare companies, is committed to
improving the quality of human life by enabling people to do
more, feel better and live longer. For more information, please
visit the company's web site at http://www.gsk.com


SM Bicknell, Company Secretary

CONTACT:  GLAXOSMITHKLINE PLC
           U.S. Analyst/ Investor inquiries
           Frank Murdolo
           Phone: (215) 751 7002

           Tom Curry
           Phone: (215) 751 5419

           European Analyst/Investor
           Duncan Learmouth
           Phone: (020) 8047 5540

           Anita Kidgell
           Phone: (020) 8047 5542

           Philip Thomson
           Phone: (020) 8047 5543


MADISONS COFFEE Presents Interim Results for the 28-eek Period
---------------------------------------------------------------
Highlights

- Operating loss, before exceptional items, cut by half to GBP0.3
million (2002: GBP0.6 million)

- Gross profit percentage improved to 41.2 percent (2002: 38.8
percent)

- EBITDA for the period GBP0.2 million (2002: loss GBP0.1
million)

- Like-for-like sales during the Christmas eight-week period up
2.3 percent

- At the period end the Group had GBP0.9 million cash at bank and
in hand and remains net debt free

Commenting on the results, Chairman Nigel Whittaker, said:

"The Group has again improved its financial performance and has
cut losses before exceptional items by half, on the same period
last year.  This result has been achieved notwithstanding the
difficulties affecting our highly competitive sector and the
general economic environment.  It is satisfying that our
continued efforts to manage the central costs of the business
efficiently have contributed to the improved performance."

Commenting on current trading, he said:

"Since January 12, 2003 trading has continued in line with the
management's expectations with like-for-like sales ahead by 3.5%,
and we are confident that we will continue to make progress with
the operational performance of the Group."

Interim Statement

Overview

We are once again pleased to be able to report that the loss,
before exceptional items, of the Group has been cut this time by
50.7 percent on the same period last year.  The improved result,
due to the strategy the Group embarked upon in 2001 to
rationalise the property portfolio and control central costs, has
delivered tangible financial benefits and is particularly
satisfying given the present difficulties affecting our sector
and the general economic environment.

The result has also been achieved without the benefit of any
franchise receipts in the period, last year they accounted for an
additional GBP0.2 million of other operating income.

Results

As expected, turnover for the 28 week period ended January 12,
2003 decreased by 14.4 percent to GBP6.6 million (2002: GBP7.8
million) due to our reduced number of sites.

We were encouraged that despite the difficult market conditions,
like-for-like sales for the Madisons bars and Richoux restaurants
showed an increase of 2.3 percent for the important eight week
Christmas period to January 6, 2003 and an overall like-for-like
increase of 1.9 percent for the 28 week period ended January 12,
2003.

The measures taken by your Board to adjust the site portfolio and
focus on the higher margin businesses has meant that the gross
profit percentage for the period increased by two point four
percentage points to 41.2 percent (2002: 38.8 percent).

Our strategy to refocus the Group has reduced losses, before
taxation, by 44.6 percent to GBP0.3 million (2002: loss GBP0.6
million), for the period.  The basic loss per share was 0.6
pence, (2002: loss 1.0 pence).

The Directors are not recommending a dividend in line with the
Company's policy to invest in the continued development of our
brands.

Franchising

Our strategy to franchise the Richoux brand has already proved to
be beneficial to the Group and we have continued to develop the
existing franchisees during the period.  As a result of the
current tensions in the Middle East we have resolved to widen the
geographical territories that we believe can accommodate
franchise partners so as to maintain the momentum.  The Board
remains confident about the long-term prospects for Richoux
franchising, especially in the Middle East, and the recent
marketing efforts in new territories have met with encouraging
additional leads.  There were no proceeds from franchising during
the period (2002: GBP0.2 million).

Operations

The bars and restaurants made a net trading profit before tax of
GBP0.2 million (2002: loss GBP0.2 million), reflecting an
improvement on the year.

Importantly EBITDA from the ongoing trading sites of the Madisons
Coffee bars and Richoux restaurants improved by 26.7 percent on a
like-for-like basis.

Since the period end we have extended the service offering of
Barons, our catering division, to include providing catering
solutions for large events under the banner of Capital Cuisine.
The initial response and bookings from our customers has been
encouraging.

Our operational efforts remain focused on our stated objectives
to further improve the financial performance of the Group.

Finance

Capital expenditure and cashflow has again been tightly managed
to ensure that the Group is able to fund its working capital
requirements.

The overall positive movement in net cash for the period was
GBP0.7 million.  This was achieved though the net capital inflow
from the sale of the three shops of GBP0.5 million together with
net trading cash inflow of GBP0.2 million.

The Group improved the position of its net current liabilities by
GBP0.6 million since June 30, 2002, and at the period end the
Group had GBP0.9 million cash at bank and in hand and remains net
debt free.

Current trading and prospects

Since January 12, 2003 trading has continued in line with the
management's expectations with like-for-like sales ahead by 3.5%,
and we are confident that we will continue to make progress with
the operational performance of the Group.

Nigel Whittaker
Chairman

Gareth Lloyd-Jones
Chief Executive

To see Madisons Coffee financial statements:
http://bankrupt.com/misc/MadisonsCoffeeplc.htm

CONTACT:  MADISONS COFFEE PLC
          56-58 Putney High St., Putney
          London SW15 1SF, United Kingdom
          Phone: +44-2083945555
          Fax: +44-2087885544
          Homepage: http://www.madisonscoffee.co.uk
          Contacts: Gareth Lloyd-Jones, Chief Executive
                    Madisons Coffee plc
                    Phone: (020) 8394 5555


MARLBOROUGH STIRLING Preliminary Results Announcement 2002
----------------------------------------------------------
Marlborough Stirling, a leading provider of software and services
to the mortgage, life, pensions and investment market sectors,
announces its results for the year ended 31st December 2002.

Key features

Financial
- Turnover (including joint ventures) up 65% to GBP121.0m (2001:
GBP73.4m)
- Organic turnover growth of 38%(1)
- Adjusted pre-tax profit of GBP11.3m (2001: GBP15.0m)(2)
- Reported pre-tax loss of GBP34.5m (2001: profit of GBP9.3m),
reflecting GBP32.7m of one-off non-cash items
- Net cash at 31st December 2002 of GBP9.1m (2001: GBP7.5m)
- Adjusted diluted earnings per share of 3.5p (2001: 5.9p)(2)
- Reported basic loss per share of 20.0p (2001: earnings of 3.6p)

Operational
- Significantly increased scale in life and pensions outsourcing
- Largest ever contract for group with Sun Life Financial of
Canada
- Further major outsourcing contract with GE Pensions
- Strengthened position in distribution market
- Strategic alliances with two major IFA groups, Bankhall and The
Tenet Group
- Successful launch of Officeweb and initial contract wins
- Important software implementations for AXA Sun Life, MCAP
Mortgage Corporation and Birmingham Midshires
- Headcount of just under 1,900 at year end down by over 500 from
peak levels with further reorganisation announced since
- 2003 revenue visibility currently o90m

(1) Organic turnover growth is based on (i) including turnover
related to the SLFoC outsourcing contract that is disclosed under
acquisitions in the accounts as a result of the contract having
been effected through an acquisition and (ii) excluding turnover
relating to the Exchange FS businesses acquired in November 2001

(2) Figures include the group's share of the results of joint
ventures and are before charges for goodwill amortisation and
impairment, employee share options, reorganisation costs and
amounts written off investments

Commenting on the results, Graham Coxell, Chief Executive said:

"During a year of unprecedented upheaval and uncertainty for our
customers the strong growth in outsourcing helped to offset
weakness in software sales. In the circumstances our financial
performance is reasonable. Although we see some early,
encouraging signs of renewed interest in software in the early
part of this year we have taken firm steps to reduce costs in
order to maintain profitability in a year in which we are
assuming sales will be slightly lower than in 2002.

2002 was a year of transformation for Marlborough Stirling. In
our first full year as a public company we have built upon our
established strength in life and pensions and mortgage point of
sale and administration systems by demonstrating large scale
outsourcing expertise and integrating the U.K.'s leading
intermediary trading platform into our operations and strategy.
Not only has this given us greater visibility over future
revenues and resilience to withstand the impact of a downturn in
software sales but it ensures we are uniquely well placed to play
a leading role in the transformation of the U.K.  financial
services market.

Marlborough Stirling now has a complete range of point of sale
(front office) and administration (back office) solutions,
integrated to provide seamless end-to-end capability at lowest
cost. Our customers' needs are changing rapidly and our solutions
give them the flexibility they need to emerge as winners in the
new, consumer led financial services market."

An analyst briefing will be held at Citigate Dewe Rogerson's
offices at 26 Finsbury Square at 9:30 am March 4.

Chairman's statement

Introduction

The markets in which Marlborough Stirling operates are undergoing
a period of massive change. This change will transform totally
the way in which the financial services industry operates within
the next few years. This upheaval will undoubtedly present
significant opportunities to the group as well as challenges such
as those we faced in 2002.

Marlborough Stirling itself has undergone a significant
transformation over the last twelve months. In our first full
year as a public company, two key strategic initiatives were
successfully completed:

- The integration of Exchange FS into our portfolio of services
and strategy
- Securing the Sun Life Financial of Canada (SLFoC) outsourcing
contract

These two developments build on Marlborough Stirling's
established strength in life and pensions and mortgage point of
sale and back office administration systems. The group now
possesses the U.K.'s leading intermediary trading platform in the
financial services market and is able to demonstrate large scale
outsourcing expertise. Together they will play a key role in
supporting our mission to be a key enabler of the transformation
of financial services to a competitive, highly efficient,
consumer led industry.

Marlborough Stirling now has a complete range of point of sale
(front office) and administration (back office) solutions,
together with straight through processing capabilities for life
insurance, pension and mortgage customers. Our transformed
presence in distribution through the Exchange portal (Exweb)
leaves us well placed to extend our capabilities into other
financial services vertical markets.

The significant changes being implemented within our own business
in 2002 coincided with a marked deterioration in market
conditions in certain of the markets we serve. This was
particularly the case for the U.K.  life and pensions industry
which was materially affected by falls in equity markets of over
30% during the year, ultimately to the lowest levels experienced
in over six years. In the medium term, we believe these
difficulties will bring positive momentum to our own business.

However, in 2002, the unprecedented uncertainty for our customers
led to deferrals and cancellations of commitments to suppliers,
from which we were not immune. This in turn contributed to our
financial performance for the year falling well below our initial
expectations and the consequent need to reduce our cost base.

With great regret, we were forced to seek compulsory redundancies
during the year beyond those implemented either as part of the
SLFoC outsourcing contract or the integration of Exchange FS
Group plc.

Overall group headcount (including that within our mortgage
outsourcing joint venture) reduced from approximately 2,400 at
its peak when we commenced the SLFoC contract in March 2002 to
just under 1,900 at 31st December 2002.

For a company particularly dependent on its people this has been
a difficult period and the board is acutely conscious of the
efforts and contribution of all members of staff. However, we
believe that as a result of this process we will emerge with a
more focused business, better positioned to operate profitably in
the ongoing demanding market conditions and to deliver growth in
new areas and geographies as opportunities arise.

Dividend
The Board continues to support a progressive dividend policy,
consistent with the cash generative nature of the business.
However, the recent fall in the company's share price has led to
a significant impairment in the carrying value of the company's
shares held in employee related share trusts. Unfortunately, this
has the effect of reducing distributable reserves to the extent
that it would be imprudent for the Board to declare a dividend
for 2002 despite the company's significant cash resources. During
the year the group's net cash position strengthened to GBP 9.1m
(2001: GBP7.5m).

Outlook
In recent months, certain areas of the business, particularly
life and pensions and mortgage outsourcing, Officeweb and
mortgage software in both the U.K.  and Canada, have been
experiencing encouraging levels of interest. However, our U.K.
life and pensions software business continues to show weakness.

Our visibility for 2003, in terms of contracted and recurring
turnover, is currently approximately GBP 90m, a satisfactory
position at this stage in the year.

Marlborough Stirling's sales activities have always been
characterised by long lead times. Further, some of the
initiatives we are pursuing have significant strategic value but
will only enhance our financial performance in the medium term.
We expect to make good operational progress in 2003 whilst
building the foundations for improving our future financial
performance. This includes continuing to review our cost base to
enable the group to operate in 2003 with similar margins at lower
turnover levels than achieved in 2002. In order to maximise
synergies and efficiencies, we recently announced the proposed
relocation of employees based in our Halesowen office. In
addition, as a final stage in our recent reorganisation
programme, we have restructured the group into four business
units, to facilitate greater focus and accountability. We expect
these developments to result in additional employees leaving the
group during the first half of the year.

Marlborough Stirling retains a strong position in its markets.
Our solutions deliver demonstrable business benefits and return
on investment at a time when our customers need our solutions
more than ever. Our infrastructure is at the core of our
customers' operations and we have a broad range of strong
reference clients. We have an unparalleled depth of understanding
of our markets and are committed to being a key enabler of
transformation in financial services. With our highly skilled
employees, I am certain that the foundations are in place for us
to exploit the substantial opportunities ahead.

Operating review
Marlborough Stirling plays a leading role in the transformation
of financial services to a consumer-led, competitive and
efficient marketplace, by providing comprehensive software and
service solutions for:

- Point of sale
- Back office administration of policies and mortgages at lowest
cost
- Straight through processing which enables full integration of
point of sale and back office administration systems

We achieve this by working with our customers who are both
distributors and providers of financial products who choose to
partner with us because of our:-

- In depth knowledge of the market and the needs of both existing
and prospective customers
- Vision and insight into the future consumer-led market and the
transformation process necessary to get there
- Experience in delivery of large successful solutions to over 80
clients
- Commitment to play a leading role in the creation of a truly
competitive and efficient financial services market

Uniquely in this marketplace our range of solutions now covers
direct and indirect sales support, back office administration and
the ability to join front and back office with seamless straight
through processing. In addition to developing and implementing
process and system solutions directly for our customers we offer
either a partial or full outsourced service.

The current key areas of focus within our strategy are closely
related to the key growth trends in the U.K.  retail financial
services industry, namely distribution, life and pensions
(particularly via an outsourcing arrangement), and mortgages.

Business review

Distribution
In 2002, Marlborough Stirling's distribution business accounts
for 26% of total turnover (2001: 8%). The intermediary part of
our distribution business enjoyed good levels of activity across
both portal services and software in the year, but activity in
the distribution software business targeting product providers
was below our expectations.

The Exchange portal (Exweb) continued to perform well, increasing
subscriber numbers by 6% in the year to 18,270 at 31st December
2002 (2001: 17,254). Despite some slowdown in growth in the
second half of the year, this increase is particularly
encouraging given Exweb's already strong market position.

The volume of quotations and illustrations generated through
Exweb grew from 89 million in 2001 to 99 million in 2002.

A number of key initiatives commenced to enhance further the
market position of Exweb and its value to intermediaries, product
providers and Marlborough Stirling. These included:

- A strategic alliance with Bankhall that will bring additional
subscribers to and usage of Exweb as well as new services to the
portal's subscribers
- A contract with The Tenet Group that involves Officeweb being
integrated with the portal's quotation and new business
functionality

The agreements with Bankhall and Tenet are particularly important
as both organisations are amongst the largest providers of
support and distribution services to the IFA market and they will
align the IT strategy for their businesses with use of our
infrastructure for the intermediary market.

However, our core strategic objective for Exweb is to make it a
key enabler of electronic trading and straight through processing
in financial services distribution. This has the potential to
deliver substantial efficiencies, cost savings and competitive
advantage to product providers, intermediaries and other
distributors. It will also allow Exweb to participate actively in
the complex distribution relationships likely to arise as a
consequence of regulatory change. These include new environments
such as multi-tied partnerships, whether developed by parties
that are currently life and pensions companies, retail banks,
mortgage lenders, IFAs or other current or potential
distributors. Our relationship with parties such as Bankhall and
Tenet are early examples of these types of arrangements. Exweb's
substantial existing subscriber base and its extensive
connectivity across financial services position the group well to
benefit from the expected significant increase in electronic
trading revenues in financial services as these developments
unfold.

We commenced implementation of this strategy during the period in
conjunction with a number of major product providers. Exweb's
electronic trading capabilities will be extended from the current
focus on the provision of quotation and other product
information. Initially this will involve developing
infrastructure to support the provision of services such as
electronic new business processing and online product valuations.
Ultimately, it is expected to embrace more complex services such
as customer data aggregation. It is expected that the first phase
of these services will become operational in late 2003 and
increasingly significant new transactional revenues will result
from 2004 onwards.

Turning to the software element of our distribution business, in
March 2002 we launched Officeweb, which manages all aspects of an
intermediary's business administration and can be integrated
seamlessly with Exweb. Increasing our involvement in
infrastructure provision for the intermediary market is central
to our strategy of maximising our presence in the distribution
market. Officeweb is expected to play a key role in achieving
this goal. Since Officeweb's development commenced, a number of
contracts have been secured with clients such as Chase de Vere,
The Tenet Group and Thomson's Group and we aim to further
increase its market penetration.

New business activity in our distribution software business
targeting product providers was disappointing, reflecting the
difficult market conditions. However, we continued work on a
number of implementations for clients such as Wesleyan, Royal
London and Friends Provident. We are currently undertaking the
first implementation of Omiga with full point of sale
functionality for the life and pensions market, representing a
strategic extension from its previous role in the mortgage
market.

Life, pensions and investment
In 2002, Marlborough Stirling's life, pensions and investment
business accounted for 62% of total turnover (2001: 75%).

The challenging market conditions had a marked impact on the
life, pensions and investment business with substantial increases
in activity relating to outsourcing helping to offset weakness in
software sales. Significant developments during the year included
the major outsourcing contracts for Sun Life Financial of Canada
(SLFoC) and GE Pensions and continuation of the Lamda software
implementation for AXA Sun Life.

Substantial progress was made in increasing our presence in the
outsourcing market, a key part of the group's strategy. In
particular, the scale of our life and pensions outsourcing
activities was completely transformed by securing an outsourcing
contract with SLFoC involving the administration of around
800,000 policies. Despite delays in completing the migration of
SLFoC's policies from its legacy mainframe systems onto Lamda,
600,000 policies had been migrated by the end of 2002 and the
overall programme is expected to be completed by the third
quarter of 2002. The penultimate portfolio migration of around
50,000 policies should occur by the end of March 2003.

We have begun to realise efficiencies under the SLFoC contract
enabling us to implement planned reductions in headcount.
Permanent headcount reduced by approximately 100 between
commencement of the contract and 31st December 2002. In addition,
SLFoC endorsed the strength of our performance late in the year
by extending the outsourcing contract from 5 years to 7 years,
giving it an expected value of over o125 million in turnover over
its life. Significant cost transformation has been achieved for
SLFoC's operations and it is already acting as a strong reference
site for potential clients to the group.

We have developed the operation into a showcase for the industry
in terms of achieving high customer service at significantly
reduced cost.

During the year the group secured a further major outsourcing
contract with GE Pensions with a value of o11 million over 5
years. Part of this contract is being administered out of the
same offices in Basingstoke as the SLFoC contract.

The most significant project for the life, pensions and
investment software business in 2002 was our Lamda implementation
for AXA Sun Life, on which substantial progress was made. In May,
the first phase of the implementation went live enabling the
launch of investment bonds. The second phase then went live in
October, enabling AXA Sun Life to launch a number of products
into the group pensions market. We are in the early stages of
managing the migration of policies from AXA Sun Life's Tandem and
IBM legacy systems onto Lamda which is expected to continue
throughout 2003.

Elsewhere, Marlborough Stirling WebTech, based on the Isle of
Man, has continued the good progress apparent since its
acquisition in August 2000. It has either completed or is in the
process of implementing projects to install Genesis Life, the
group's solution for offshore portfolio bond management, for
Prudential Europe Management Services, Isle of Man Assurance and
a new entrant to the offshore market based in the Isle of Man and
Ireland.

Life Strategies, our actuarial and management consultancy based
in Ireland, performed satisfactorily in the period and, through
the contacts it has developed in recent years assisting life
companies setting up cross-border operations in Dublin, it has
played a key role in developing interest in Lamda and life and
pensions outsourcing in other European markets.

Mortgages
In 2002, Marlborough Stirling's mortgage business accounted for
12% of total turnover (2001: 17%). Activity in the U.K.  mortgage
software business remained at a satisfactory level with work on a
number of implementations of Omiga for clients such as Northern
Rock and Birmingham Midshires, part of HBOS plc. The scope of our
ongoing support for Northern Rock was significantly extended in
terms of both scope of services provided and contracted duration
of work. We also completed implementation of the latest version
of our Omiga mortgage new business processing solution for
Birmingham Midshires.

The group's Canadian operation made strong progress in the year,
with work concluding successfully on the first Canadian
implementation of Omiga for MCAP Mortgage Corporation. There was
also ongoing work for a number of established clients of the
Optimus mortgage administration software. Furthermore, a new
server gateway application developed for Optimus, to enable
straight through processing with Omiga, was well received in the
market.

Interest in Omiga has continued to strengthen in Canada
reflecting the imperative for many mortgage lenders in this
market to upgrade technology in both front and back office given
the rapid rise in mortgage volumes that have occurred in recent
years. Omiga's strong new business application processing
functionality and scalability is well suited to many lenders'
requirements in this environment. The success of the MCAP
Mortgage Corporation implementation has provided additional
credibility to both Omiga and our delivery capabilities in
Canada.

The group's mortgage outsourcing joint venture with Egg,
Marlborough Stirling Mortgage Services (MSMS), continued to make
steady progress following its establishment in 2001. Whilst new
business activity was subdued during most of the year, the
quality of services MSMS provides to its clients was endorsed by
existing clients significantly extending the short term contracts
initially entered into with MSMS when it commenced operations.

Its contract with London Mortgage Company expanded from being
worth around o1m in turnover over three years to being worth in
excess of o5m over 5 years. Its contract with Standard Life Bank
was extended from a 1 year duration to a 5 year maturity. MSMS is
now in a strong position with a number of medium term contracts
in place. Sales activity was at a good level as the period ended
and progress in securing both new clients and additional services
from existing clients is envisaged during 2003.

The advent of mortgage regulation, the proliferation of new
mortgage products (such as buy-to-let, equity release and sub-
prime) and increasing competition and transparency provides an
ideal environment for the group to capitalise on the increased
scope of its solutions for the mortgage industry.

Financial review
The statutory accounts for the year disclose the turnover and
operating results relating to the outsourcing contract with Sun
Life Financial of Canada (SLFoC) as arising from an acquisition
as the contract was effected through the acquisition of an
existing services company previously owned by SLFoC. From a
management perspective, this contract is viewed as organic growth
and treated as such in the commentary below.

Turnover
Total turnover, including Marlborough Stirling's share of
turnover from joint ventures, for the year ended 31st December
2002 increased by 65% to GBP121.0m (2001: GBP73.4m). Organic
turnover growth (A) was 38% relative to 2001.

In the period, Marlborough Stirling's revenue mix changed
substantially as a result of the acquisition of Exchange FS and
the SLFoC outsourcing contract. Total turnover in the period
comprised 48% from software and consultancy, 39% from outsourcing
and 13% from portal services. In 2001, software and consultancy
accounted for 77% of total turnover.

Software and consultancy turnover increased by 2% to o57.8m
(2001: GBP 56.6m) although, excluding turnover attributable to
the acquisition of Exchange FS, it declined by 14%. This
performance is due to a number of factors including the difficult
environment for technology investment and current demand for life
and pensions back office solutions being focused more towards
outsourcing. However, there were some notable positive
performances within the software and consultancy business from
the mortgage software business and our operations based in the
Isle of Man, Ireland and Canada.

Outsourcing turnover increased to GBP47.4m (2001: GBP13.8m). This
strong growth was due to the commencement of the major
outsourcing contract with SLFoC.

(A) Organic turnover growth is based on (i) including turnover
related to the SLFoC outsourcing contract that is disclosed under
acquisitions in the accounts as a result of the contract having
been effected through an acquisition and (ii) excluding turnover
relating to the Exchange FS businesses acquired in November 2001

Our portal services business (excluding the portal services joint
venture in Germany that was disposed of in the period) generated
turnover of GBP15.7m (2001: GBP2.7m) reflecting a full year
contribution from the Exchange portal (Exweb) acquired in
November 2001. Turnover in the latter part of the year was
impacted by a reduction in income from quotations, primarily
relating to pension and other investment products, reflecting
particularly difficult equity market conditions.

In 2002, the group's distribution activities accounted for 26% of
total turnover, up from 8% in 2001 primarily due to a full year
contribution from the acquisition of Exchange FS Group plc. This
sector is expected to become increasingly important in the next
few years. The life, pensions and investment market remained the
most important to the group, contributing GBP75.5m or 62% of
total turnover. The mortgage sector contributed 12% to total
turnover.

The geographic breakdown of turnover in the period shows 93% of
total turnover (2001: 87%) coming from the U.K. market. This
reflects the greater U.K. revenue concentration of Exchange FS,
the SLFoC outsourcing contract and reduced turnover from our
activities in South Africa.

Turnover from the remainder of our international operations
increased by 34% in 2002 relative to 2001 reflecting encouraging
progress for our activities in Canada and Ireland.

Cost of sales
Cost of sales increased by 93% to GBP57.9m (2001: GBP29.9m),
resulting in a gross margin of 50.4% (2001: 57.1%) on turnover in
the period (excluding joint ventures) of GBP116.7m (2001:
GBP69.7m). The reduced gross margin relative to 2001 was due to a
number of factors such as the increased contribution of
outsourcing, which tends to have lower gross margins, reduced
margins resulting from the extended migration period under our
project for SLFoC, utilisation within the software business being
affected by reduced turnover on a like-for-like basis relative to
2001 and low margins on a number of software contracts inherited
from Crisp Computing, a subsidiary of Exchange FS Group plc.

Operating costs
Operating costs (excluding charges for depreciation, goodwill
amortisation and impairment, employee share options and
reorganisation costs) increased by 94% to GBP42.7m (2001:
GBP22.0m). Such operating costs as a proportion of turnover
(excluding joint ventures) were 36.6% (2001: 31.5%) reflecting
particularly the operating costs within the SLFoC outsourcing
contract and the costs of establishing our new operations in
Italy and Spain.

Research and development expenditure was around GBP5m, in line
with last year, and the deliverables included the development of
a new end-to-end solution for life and protection products (which
is already attracting significant interest), the extension of
Omiga to include further sales automation capability across
multiple financial products and delivery channels, completion of
Officeweb and message enabling our back office solutions. In 2003
we will incur research and development expenditure particularly
in completing the full electronic trading capability of Exweb.

Goodwill
The group has undertaken a review of the value of goodwill being
carried in relation to previous acquisitions. The review was
undertaken in accordance with FRS 11 "Impairment of fixed assets
and goodwill". It concluded that, given the current performance
of the former Crisp Computing business (that formed part of the
acquisition of Exchange FS Group plc) and changes in valuations
of similar businesses since the acquisition of Exchange FS in
November 2001, a non-cash goodwill impairment charge of GBP23.6m
should be included in the 2002 results relating to this business.

The review also confirmed the value of goodwill being carried in
relation to the Exweb portal element of this acquisition, which
amounted to GBP46.4m at 31st December 2002. Exweb has brought
significant strategic benefits and it is expected to play a key
role in the transformation of financial services distribution in
the U.K. We expect to build further on the tangible successes
achieved by Exweb since its acquisition and that it will have a
significant influence on the group's future development.

As a result, total intangible assets carried on the balance sheet
at 31st December 2002 were GBP51.3m and it is expected that
annualised amortisation from 2003 to 2005 will be in excess of
GBP7m.

Reorganisation costs
During 2002, substantial work was undertaken to complete the
integration of the operations of Exchange FS Group with the
remainder of the group. This integration programme included
reduction in headcount particularly in central and administrative
functions. The integration also involved rationalising
investments previously made by Exchange FS, including the
disposal of a 25.5% interest in Financial Express Prestel Limited
and a 50% interest in the joint venture, eXtrahyp.de, in Germany.
The disposal programme resulted in a modest net gain, which led
to an adjustment to the goodwill arising on the acquisition of
Exchange FS.

In the latter part of 2002, the group embarked on a
reorganization program necessitated by the difficult trading
conditions experienced by the U.K.  software business. This
resulted in significant reductions in headcount. The integration
of Exchange FS, combined with the reorganization program,
resulted in total reorganization charges, principally relating to
severance costs associated with headcount reductions and property
rationalization costs, of GBP4.1m in the period.

The integration of Exchange FS and the reorganization program
have realized ongoing annualized savings of around GBP4m and
GBP6m respectively, consistent with previous announcements. It
should be noted that these cost reductions will be partially
offset by higher business taxes in the U.K., modest increases in
employee costs and other minor increases in non-people based
costs.

Since the end of 2002, we have announced the proposed relocation
of employees based in our Halesowen office. In addition, as a
final stage in our recent reorganization program, we have
restructured the group into four business units, each with
greater focus and accountability.

These units are the three U.K. markets we serve - distribution,
life, pension and investments and mortgages - and our
international activities. We expect these developments will
result in a total of up to 100 employees leaving the group during
the first half of 2003. This is expected to result in a
restructuring charge to be incurred in the first half of 2003 of
around GBP2m and annualized savings of over GBP3m from the middle
of 2003.

Results
The reported pre-tax loss for the year of GBP34.5m (2001: profit
of GBP9.3m) reflects goodwill amortization and impairment charges
of GBP33.4m, amounts written off investments, taken against the
carrying value of the company's shares held in employee related
share trusts, of GBP9.1m and employee share option charges and
reorganization costs of GBP3.3m.

Underlying profit, namely operating profit, including the results
of joint ventures and before charges for goodwill amortization
and impairment, employee share options and reorganization costs,
amounted to GBP11.5m (2001: GBP14.8m). On this basis, in 2002 the
operating margin was 9.5% (2001: 20.1%). The reasons for the
reduced margin in 2002 relative to 2001 are set out above in the
sections entitled "Cost of sales" and "Operating costs".

Taxation
The underlying taxation rate, based on pre-tax profit, including
the results of joint ventures but after adding back goodwill
amortization and impairment and amounts written off investments,
was 38.0% (2001: 32.3%). The principal factors causing the rate
of tax to exceed the U.K.  statutory rate of 30% were overseas
losses for which no benefit can currently be assumed and non-
deductible expenses.

Earnings per share
The basic loss per share for the year ended 31st December 2002
was 20.0 pence (2001: earnings of 3.6 pence). Basic and diluted
earnings per share (before charges for goodwill amortization and
impairment, employee share options, reorganization costs and
amounts written off investments) for the period were 3.8 pence
and 3.5 pence respectively (2001: 7.3 pence and 5.9 pence
respectively).

Dividend
The Board continues to support a progressive dividend policy,
consistent with the cash generative nature of the business.
However, the recent fall in the company's share price has led to
a significant impairment in the carrying value of the company's
shares held in employee related share trusts. Unfortunately, this
has the effect of reducing distributable reserves to the extent
that it would be imprudent for the Board to declare a dividend
for 2002 despite the company's significant cash resources.

Cash flow and borrowings
Operating cash flow was GBP11.5m (2001 : GBP13.5m), representing
100% of group operating profit before charges for goodwill
amortization and impairment, employee share options and
reorganization costs.

Operating cash flow relative to underlying operating profit was
strong in the year given that there were some specific adverse
non-recurring movements relating to the acquisition of Exchange
FS Group plc, the reorganization program undertaken by the group
and the SLFoC outsourcing contract. This strong performance is
attributable particularly to good cash inflows during the second
half of the year when the level of trade and other debtors was
reduced substantially.

This positive influence was offset by cash outflows in the period
of o4.2m related to reorganization costs charged in both 2001 and
2002 as well as cash movements linked to fair value provisions
established since the acquisition of Exchange FS Group plc. The
reorganization costs relate to the integration of Exchange FS as
well as the reorganization program undertaken by the group in the
second half of the year.

The adverse operating cash flow movements relating to the SLFoC
outsourcing contract were linked to redundancy costs. These costs
were not charged in the period as provisions had been established
at the time that we acquired Sun Life of Canada (U.K.) Group
Services Limited (SLOCGSL) as part of the contract arrangements.
However, this adverse movement was offset in large part by the
receipt of a substantial receivable from the SLFoC group towards
the end of the year, which contributed to the strong cash
collection referred to above.

During 2002, non-operating cash movements included payments of
GBP4.9m of acquisition costs and related professional fees in
connection with the acquisition of Exchange FS and the
consideration for the acquisition of SLOCGSL (offset by GBP3.5m
held on SLOCGSL's balance sheet) and GBP10.3m relating to capital
expenditure, dividends and tax. These payments were offset by the
receipt of GBP1.3m on the exercise of share options and GBP0.3m
on disposal of the Group's shareholding in Financial Express
Prestel Limited.

Overall, reflecting principally the above factors, during 2002
Marlborough Stirling moved from an opening net cash position of
GBP7.5m to a closing net cash position of GBP9.1m. The group also
maintains significant available bank facilities amounting to
GBP20m which were all undrawn at 31st December 2002.

To see Marlborough Stirling's financial statements:
http://bankrupt.com/misc/MarlboroughStirling.pdf

CONTACT:  MARLBOROUGH STIRLING PLC
          Jessop House, Jessop Avenue, Cheltenham,
          Gloucestershire, GL50 3SH, U.K.
          E-mail: investorrelations@marlborough-stirling.com
          Homepage: http://www.marlborough-stirling.com/


MYTRAVEL GROUP: Proposed Changes in Rules Sent Shares Diving Low
----------------------------------------------------------------
MyTravel's planned tinkering of its constitution to allow it to
increase debt received a bad welcome from investors as
highlighted by the dived in its shares to record lows.

MyTravel shares closed down 17.25 per cent at 12p Monday, just
above its record low of 11p earlier in the session.

The company's board are proposing to lift the limit, pegged at
not more than three times its adjusted capital and reserves, at
which a troubled firm can ask for loan under current rules.
Shareholders are scheduled to vote on it at the AGM on March 20.

The board deemed the limit as hindrance to its efforts to
reorganize its finances and bring some of its contingent
liabilities, such as regulatory bonds and leases for planes, on
to the balance sheet.   MyTravel also plans to refinance about
GBP500 million out of its total borrowings of about GBP730
million by the end of 2003.

"When we look at the best way of financing the business going
forward, it constrains the flexibility of the directors to sort
the financing in what they think is the best way for
shareholders," said a spokesman.

The source, though, said MyTravel had not yet made any decisions
on how to restructure its finances.  He also stressed that the
company had not breached its current limits.

He assured that the GBP250 million revolving credit facility that
the banks granted in October would still last till the end of the
year.

Shares in MyTravel dropped 95% last year after a series of profit
warnings and the discovery of accounting errors.


PSL: Mountain of Bank Debt Made Receivership Inevitable
-------------------------------------------------------
PSL, the once progressive and acquisitive oil service company,
succumbed into receivership under the load of a GBP39 million
bank debt.

PSL director asked for the appointment of receivers for the
company after finding themselves unable to bear the interest
payments to the Royal Bank of Scotland and HBOS.

Tom Burton and Colin Dempster, of Ernst & Young's corporate
restructuring division, are now selling the business.  The
receivers are hoping to sell the business within "four to six
weeks - two months tops".

Burton said: "This is a good, sound business with a strong
customer base, and it actually makes a profit. It just doesn't
look that way when the interest payments are taken into account."

He added that, "It very much depends on whether PSL's customers
continue to support the company," he said. "If they do, then PSL
will continue to operate as normal."

PSL ran the debt load in 2000 when it acquired Norwegian
competitor AGR for GBP20 million using GBP10 million of equity
finance from venture capitalist 3i, GBP4 million from Bridgepoint
Capital, and a package of laon facilities from Royal Bank.  The
investment entitled Bridgepoint and 3i together to 70% of PSL.

A spokeswoman for Bridgepoint confirmed stake ownership in PSL,
but declined to reveal any figure.  3i, on the otherhand, did not
return calls seeking for comment.

Burton also assured there are no immediate plans of redundancies
for the company's 405 workers.

PSL, which also operates in Bergen, Norway, has a turnover of
GBP45.5 million.

The company's Norwegian unit, which is also up for sale, has
nothing to do with the U.K. unit's receivership.


ROYAL & SUNALLIANCE: Correction to Royal & SunAlliance IPO Update
-----------------------------------------------------------------
Royal & SunAlliance today announced progress on the proposed
initial public offering (IPO) of Royal & SunAlliance's Australia
and New Zealand businesses.  A number of Australian and
international investment banks have been selected to form a
syndicate in connection with the IPO of the Australian holding
company, which has recently been renamed 'Promina Group Limited'.
The IPO remains on track to complete in the first half of 2003.

Important Note

This announcement does not constitute an offer of securities for
any jurisdiction, and in particular does not constitute an offer
to sell, or a solicitation of an offer to buy, securities in the
United States.  Securities may not be offered or sold in the
United States unless the securities have been registered under
the United States Securities Act of 1933, as amended (U.S.
Securities Act), or an exemption from registration is available.
Any securities offered in the IPO have not been and will not be
registered under the U.S. Securities Act.


SMG PLC: Presents Preliminary Results For 2002
----------------------------------------------
HIGHLIGHTS

- Results in line with expectations
- Advertising revenue growth of 4%
- Robust operating profits and high margins
- Continued market share growth
- Publishing sale agreed, exceeding market expectations

KEY FINANCIALS
- Total turnover GBP278.4m (2001: GBP280.8m)
- EBITDA* GBP65.6m (2001: GBP65.7m)
- Total operating profit** GBP55.5m (2001: GBP57.2m)
- Statutory operating profit GBP28.3m (2001: GBP37.1m loss)
- Profit before tax*** GBP26.0m (2001: GBP36.0m)
- Statutory loss before tax GBP16.1m (2001: GBP64.2m)
- Basic earnings per share*** 6.1 pence (2001: 8.4 pence)

- Earnings before net financing charges GBP44.4m (2001:
GBP27.1m), tax GBP2.0m (2001: GBP6.3m), depreciation GBP10.1m
(2001: GBP8.5m), goodwill amortisation GBP19.2m (2001: GBP22.2m)
and excluding other exceptional items GBP6.2m (2001: GBP70.3m)
and online activities GBP1.8m (2001: GBP1.8m).
-- Excluding exceptional items GBP6.2m (2001: GBP70.3m), online
activities GBP1.8m (2001: GBP1.8m) and goodwill amortisation
GBP19.2m (2001: GBP22.2m).
--- Excluding exceptional items GBP21.1m (2001: GBP76.2m), online
activities GBP1.8m (2001: GBP1.8m) and goodwill amortisation
GBP19.2m (2001: GBP22.2m).

Andrew Flanagan, Chief Executive of SMG, said:

"We have delivered a strong performance in continued tough
trading conditions. We grew advertising revenues across the Group
and held total operating profit broadly in line with last year.
We have well-branded, profitable assets and are well positioned
to benefit from the advertising upturn when it comes.

"The successful sale of our publishing business will reduce debt
and sharpen our focus on the national advertising market and we
are strongly placed to capitalize on the opportunities that the
Communications Act will present.

"Overall, we remain cautious about the outlook for 2003 and we
are managing the business on the basis that any material recovery
in advertising markets will not occur before 2004."


CONTACT:  Andrew Flanagan, Chief Executive
          Phone: 020 7882 1199
          George Watt Group, Finance Director
          Callum Spreng, Corporate Affairs Director
          Phone: 0141 300 3300
          James Hogan Brunswick
          Phone: 020 7404 5959


THISTLE HOTELS: Sets Basis for Rejection of Bil's Offer
-------------------------------------------------------
Further to the announcement earlier today by BIL of an
unsolicited cash offer to be made by BIL (UK) Limited for the
whole of the issued and to be issued ordinary share capital of
Thistle which it does not already own and Thistle's subsequent
rejection of that proposal, the Board of Thistle*, having
consulted with its advisers, wishes to set out in more detail the
basis for its unanimous rejection of BIL's offer.

Prior to its announcement on Tuesday, BIL had conveyed its offer
to the Board of Thistle* and the Board informed BIL that it would
reject an offer at this level as being wholly inadequate.

The Board of Thistle* considers that:

- BIL's offer is opportunistically timed to coincide with a
cyclical downturn in the hotel industry, as well as taking
advantage of the current uncertain geo-political environment;

- As announced in Thistle's Preliminary Results yesterday, the
Board believes that Thistle shareholders are well placed to
participate in any upturn in the hotel cycle through Thistle's
owned and leased London hotels, particularly in light of
Thistle's operational leverage;

BIL's offer of 115 pence per Thistle share is wholly inadequate,
representing:

- only a 4 per cent. premium to Thistle's three month average
share price of approximately 110.5 pence, based on the period up
to 20 February 2003, being the last business day prior to BIL's
announcement regarding a possible offer for Thistle; and

- an 8 per cent. discount to Thistle's 12 month average share
price of approximately 125.6 pence, based on the period up to 20
February 2003, being the last business day prior to BIL's
announcement regarding a possible offer for Thistle.

- BIL's offer shows that it intends to retain the final dividend
proposed by Thistle's Board of 3.4 pence per share. This dividend
is in respect of profits earned in the last financial year and
shareholders are therefore being offered only an additional 111.6
pence per Thistle share;

- The cash on Thistle's balance sheet as at 29 December 2002 of
o367 million equates to approximately 76 pence per Thistle share.
BIL is offering, therefore, only 39 pence per share for Thistle's
hotel businesses:

- excluding this cash on Thistle's balance sheet as at 29
December 2002, the net asset value of Thistle is equivalent to
135 pence per share. 39 pence per share is a 71 per cent.
discount to this; and

- the views of BIL were highly influential in the decision to
retain this cash within the Company. This policy will be reviewed
by the Board of Thistle* in light of the offer received today.

- The Board of Thistle* will provide detailed guidance following
the posting of the offer document by BIL. In the meantime,
Thistle shareholders are strongly urged to take no action in
relation to their holdings of Thistle shares.

David Newbigging, Chairman of Thistle, said:

'This offer is opportunistic and at a wholly inadequate premium.
It totally fails to recognize the underlying value of Thistle and
the Board of Thistle* has no hesitation in rejecting it. We are
reviewing the options to maximize value for all of Thistle
shareholders.'

                   *****

Thistle has long been considered a takeover target, with its
management coming under fire for poor performance, and a
reluctance to return cash to investors.

Sources and Bases:

Average share price information has been sourced from Datastream.

Net asset value calculations per share are based on net assets of
GBP1,016.1 million and cash of GBP367 million as at December 29,
2002 sourced from Thistle's Preliminary Results announcement
dated March 3, 2003 and 482.4 million shares in issue.

* The Board of Thistle for these purposes comprises all of the
directors of Thistle, other than Tan Sri Quek Leng Chan and Mr
Arun Amarsi, who in view of their positions as Chairman and CEO,
respectively, of BIL have not participated in the deliberations
of the Thistle board in relation to BIL's offer.

Merrill Lynch International and Deutsche Bank AG are acting for
Thistle Hotels plc and for no-one else in connection with BIL's
offer for Thistle Hotels plc and will not be responsible to
anyone other than Thistle Hotels plc for providing the
protections afforded to clients of Merrill Lynch International or
Deutsche Bank AG or for providing advice in relation to such
offer.

CONTACT:  THISTLE HOTELS PLC
          Phone: 020 7895 2304
          Ian Burke, Chief Executive Officer

          Merrill Lynch International
          Phone: 020 7995 2000
          Simon Mackenzie-Smith, Managing Director
          Richard Nourse, Managing Director

          DEUTSCHE BANK
          Phone: 020 7545 8000
          Charles Wilkinson, Managing Director, Corporate Broking

          Hogarth Partnership Limited
          Phone: 020 7357 9477
          Nick Denton
          Chelsea Hayes


THISTLE HOTELS: Announces Preliminary Audited Results
-----------------------------------------------------
HIGHLIGHTS

- Disposal of 37 hotel businesses for GBP 598.6 including GBP 45
million of deferred consideration - at approximately book value.

- Second half turnover in owned or leased hotels ahead 1.9%
against second half 2001.

- Free cash flow GBP 22.9 million comparable with prior year.

- Final dividend maintained at 3.4p per share.

- Cost reduction initiatives continuing in response to market
conditions.

- Cash balances at year end GBP 367 million.


Commenting on the results, Chief Executive Officer, Ian Burke
said:

'Revenue for the first eight weeks of the current year in our 18
owned or leased hotels is 1% ahead of the comparable period in
2002.  Our policy has been, and will continue to be, to contain
costs and to generate and conserve cash in what we anticipate
will be an uncertain economic climate in the months ahead.'

David Newbigging, Chairman, said 'Following discussion with the
two largest shareholders, who between them control approximately
66% of the Company, the Board decided to retain the surplus cash
in the Company for the time being. However, depending on the
outcome of the announcement made by BIL International Limited on
21 February 2003 regarding a possible offer for Thistle, this
policy will be reviewed to seek to ensure that full value for
this cash is obtained by all shareholders.'

Thistle is the largest hotel operator in London with 22 hotels in
prime locations throughout the capital and has hotels in key
regional cities of England, Scotland and Wales.

There are 56 Thistle Hotels, of which 18 are owned or leased and
38 are managed. There are a total of 10,718 bedrooms of which
5,204 are in owned or leased hotels and 5,514 are in managed
hotels.  In London there are 4,747 rooms in 16 owned or leased
hotels and 1,268 rooms in 6 managed hotels. In the Regions there
are 457 rooms in 2 owned or leased hotels and 4,246 rooms in 32
managed hotels.

Thistle's London hotels include the Thistle Tower, the Thistle
Charing Cross, the Thistle Marble Arch, the Thistle City
Barbican, the Thistle Victoria and The Royal Horseguards.
Thistle operates hotels in Aberdeen, Bristol, Birmingham,
Cardiff, Edinburgh, Glasgow, Liverpool, Manchester and Newcastle
among other regional centres as well as hotels at airports in
Aberdeen, East Midlands, Gatwick, Heathrow, Luton and Manchester.

CHAIRMAN'S STATEMENT

Results

In my statement last year, I commented that in 2001 we had
experienced market conditions that were the most challenging for
travel and tourism since the Gulf War in 1991.  In the event,
2002 has been equally challenging with a continuing slowdown in
the global economy. This was particularly noticeable in the USA
from where a large proportion of our business and leisure
travellers originate.  The possibility of conflict in the Middle
East, coupled with an unusual level of volatility and instability
in stock markets, created even more uncertainty.

Against this background, one of our top priorities was the
generation and preservation of cash linked to improvements in our
balance sheet. Profit before tax and exceptional items was o30.9
million (2001: o45.5 million).  Adjusted earnings per share,
excluding the exceptional profit on sale of fixed assets and loss
on disposal of businesses, were 5.2 pence (2001: 7.0 pence,
restated following the adoption of FRS 19, the new accounting
standard for deferred tax). Basic earnings per share were 4.5
pence (2001: 7.7 pence). These earnings reflect the challenging
trading environment and the loss of profits from the 37 hotel
businesses disposed of during the year which were partially
offset by interest income on the cash proceeds from the disposal.

Dividends

The Board is recommending a final dividend of 3.4 pence per share
payable on June 6, 2003 to shareholders on the register on 9 May
2003.  If approved, this would result in total dividends for the
year of 5.1 pence per share, unchanged from the previous year.

Finance

Our free cash flow generated from operations in 2002 amounted to
GBP 22.9 million (2001: GBP 23.3 million).  Following the
repayment of bank loans referred to below, we had cash on deposit
at the year end amounting to GBP 367.0 million.  We still have
debentures outstanding of GBP 200 million and GBP 60 million.
Accordingly, our net cash position as of December 29, 2002 was
GBP 107.7 million.  Following discussion with the two largest
shareholders, who between them control approximately 66% of the
Company, the Board decided to retain this cash in the Company for
the time being.  However, depending on the outcome of the
announcement made by BIL International Limited on 21 February
2003 regarding a possible offer for Thistle described below, this
policy will be reviewed to seek to ensure that full value for
this cash is obtained by all shareholders.

Orb Group

As referred to in the Directors' Report last year, and approved
at the Extraordinary General Meeting of shareholders on April 4,
2002, we disposed of 37 hotel businesses to Gamma Four Limited,
part of the Orb Group of companies, on April 4, 2002 for GBP
598.6 million including GBP 45 million of deferred consideration
- approximately book value.  The transaction also involved
Thistle entering into agreements to continue managing these 37
hotels for up to 30 years.  The net cash proceeds from the
disposals were applied in the first instance to repay our bank
loans of some GBP 174 million with the balance being invested in
short term money market deposits.

On November 4, 2002, we felt compelled to issue proceedings
against certain members of the Orb Group to seek recovery of
amounts due to us in connection with the disposal agreements.
The relevant members of the Orb Group have served a defense
against our claim, together with a counterclaim, which we are
defending.  These proceedings are ongoing.  Your Directors are of
the opinion that the Company's claim will be successful and that
the Orb Group's counterclaim can be successfully resisted.

Also on November 4, Orb a.r.l., part of the Orb Group, announced
that it was considering various strategic options including the
possible acquisition of Thistle but that no discussions had been
held with us.  No discussions were held with us subsequent to
that announcement and on 9 January 2003, in response to a
deadline imposed by the Panel on Takeovers and Mergers, Orb
a.r.l. announced that they would not be proceeding with an offer
for Thistle.

It has since been announced that Orb are in discussions which may
lead to a sale of the 37 hotels they acquired from Thistle in
2002.  We are monitoring these discussions closely.

BIL International Limited ('BIL')

On February 21, 2003 BIL, who control approximately 46% of
Thistle, announced that their Board had met to consider making an
offer for the issued and to be issued share capital of Thistle
that BIL do not already own.  On February 25, 2003 Thistle
despatched a circular to shareholders advising them to take no
action.  Under the rules of the Panel on Takeovers and Mergers,
the Company is now in an Offer Period and the non-conflicted
Directors - namely all those Directors other than Tan Sri Quek
Leng Chan and Arun Amarsi who are Chairman and Chief Executive
respectively of BIL - will be watching the situation closely.
They will keep shareholders informed.

People

There have been no changes to our Board since those referred to
in my statement last year.  However, in 2002 our total employed
headcount reduced significantly as some 3,500 Thistle employees
transferred to employment with the Orb Group, being the majority
of employees in the 37 hotels sold to them, although these same
employees remain under Thistle's management.  All the General
Managers of hotels owned by the Orb Group and managed by Thistle
remain employed by us. This helps us to maintain consistency
across all of the hotels operating under the Thistle brand.

The arrangements relating to the sale and ongoing management of
the 37 hotels have, inevitably, caused some personal disruption
to the individuals concerned. We are grateful to them, and indeed
to all those who work for Thistle, for their dedication and hard
work in a very difficult operating environment.

Prospects

There has been no perceptible improvement in economic conditions
worldwide during the early months of 2003, and the weakness in
stock markets demonstrates their continuing volatility and
fragility.  The possibility of hostilities in the Middle East
adds to this uncertainty and it is clear that these factors are
having a negative impact across the travel, tourism and
hospitality industries generally.  Our policy has been, and will
continue to be, to contain costs and to generate and conserve
cash in what we anticipate will be an uncertain economic climate
in the months ahead.

Notwithstanding these cautious but, I believe, realistic remarks,
revenue for the first eight weeks of the current year in our 18
owned or leased hotels, which will produce the majority of our
revenue going forward, is 1% ahead of the comparable period in
2002.  Our London hotel assets are of good quality, are well
located and they underpin a strong balance sheet leaving us in a
good position to take advantage of any improvement in London
hotel market conditions. What we cannot predict is when such an
upturn will come.

CHIEF EXECUTIVE'S REVIEW

The disposal of 37 hotel businesses to Gamma Four Limited on
April 4, 2002 has had a significant impact on the structure of
the Group and on the presentation of the key revenue statistics
discussed below.

SEGMENTAL REVIEW

Owned or Leased Hotels

Thistle owns or leases 18 hotels which have a total of 5,204
bedrooms and which are predominantly London located.

A creditable result was achieved in 2002, a year characterised by
challenging trading conditions, particularly in the London hotel
market.  The effect of the events in 2001 reduced first half
performance versus the prior year, with a 13.6% decline in
turnover for these hotels.  However, trading trends improved
through the year and these hotels delivered 1.9% turnover growth
in the second half-year versus the comparable period in 2001.
Turnover for the full year for these hotels was GBP 151.1
million, down 6.8% against 2001.

In a small number of hotels there was turnover growth over the
full year compared to 2001 but turnover declined by almost 13% at
our largest hotel, the Thistle Tower, which has faced much new
competitive supply in recent years.

Revenue per available room ('Revpar') in the 18 owned or leased
hotels in the second half of the year was GBP 58.36, an increase
of 2.7% compared to the second half of 2001. This Revpar growth
was driven by improvements in occupancy, which increased by 8.9
percentage points.  Average room rate was down by 8.7% as a
result of changes in business mix with fewer business travellers
and more lower spend leisure travellers, combined with a number
of tactical room rate reductions.  Revpar in the second half of
2002 compared to the first half was up 5.4%.  Revpar for the full
year fell 6.8% year-on-year to GBP 56.81 with occupancy up by 2.6
percentage points to 76.2% and average room rate down by 10.0% to
GBP 74.56.

Managed Hotels

Thistle operates 38 hotels under management contracts that have a
total of 5,514 bedrooms, of which 1,268 bedrooms are in 6 hotels
located in London. Revpar in the managed hotels fell 3.8% year-
on-year to GBP 39.15, with comparable occupancy levels at 68.6%
and average room rate down by 3.9% to GBP 57.07*.  Revpar in the
hotels outside London, which are less dependent upon
international travellers, was comparable with the prior year with
particularly good performances at the Thistle East Midlands,
Thistle Middlesbrough and Thistle Birmingham hotels.

* All numbers are for the full 52-week period

To see Thistle Hotel's Financial Results:
http://bankrupt.com/misc/Thistle


                                ************

      S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Kimberly
MacAdam, Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee
Gonzales, Editors.

Copyright 2003.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$575 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each. For subscription information,
contact Christopher Beard at 240/629-3300.


                  * * * End of Transmission * * *