/raid1/www/Hosts/bankrupt/TCREUR_Public/030314.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Friday, March 14, 2003, Vol. 4, No. 52
Headlines
* B E L G I U M *
COCKERILL SAMBRE: Union Activists Protest Planned Job Cuts
* C Z E C H R E P U B L I C *
PLZENSKA BANKA: Loses Suit, Closes Down Outlet in Plzen
* D E N M A R K *
GROUP NYCO: S&P Assigns 'B+' Long-Term Rating, Outlook Stable
* F I N L A N D *
SONG NETWORKS: Shareholders Summoned to Annual General Meeting
* F R A N C E *
ALSTOM SA: Presents Plan to Reduce Debt and Improve Performance
ALSTOM SA: Patrick Kron Succeeds Pierre Bilger as Chairman
NATEXIS BANQUES: Tables Restructuring Measures to Revive Unit
VIVENDI UNIVERSAL: In Talks Regarding a New Financing Package
* G E R M A N Y *
BAYER AG: Brodsky & Smith Files Class Action Lawsuit
COMMERZBANK AG: Plans to Downsize Operations in Japan
DRESDNER BANK: Exits Latin America, Closes Investment Bank Unit
MAN AG: To Dismiss About 1,000 Employees at Bus Activities
* I T A L Y *
FIAT SPA: Carlyle's Bid for Fiat Avio to Be Rivaled
TELECOM ITALIA: To Discuss Pay-out of Dividends in Meeting
TELECOM ITALIA: To Merge Telecom Italia Into Olivetti
TELECOM ITALIA: Board of Directors Adopt 2002 Draft Accounts
TELECOM ITALIA: Affirmed on Merger News, Outlook to Stable
* N E T H E R L A N D S *
GETRONICS N.V.: Presents Supplement to Prospectus Published
JOMED NV: Appoints Pricewaterhousecoopers as New Auditor
JOMED N.V.: Debt Restructuring Hampered by Several Issues
KONINKLIJKE AHOLD: Retention of U.S. Unit CEO Raises Questions
KONINKLIJKE AHOLD: Stands to Lose Sales in Joint Ventures
LAURUS N.V.: Posts Net Loss of EUR128 Million for 2002
ROYAL KPN: Outlook Positive Due to Improving Performance
* P O L A N D *
NETIA HOLDINGS: U.S. Court Gives Force to Local Court Decisions
* S W E D E N *
SKANDIA: Independent Panel to Examine Relations With Skandia Liv
* S W I T Z E R L A N D *
JULIUS BAER: Issues Profits Warning and Reduces Staff by 10%
MOVENPICK GROUP: Reports Weak Profits and Sales for 2002
* U N I T E D K I N G D O M *
CORUS GROUP: Planned Job Cuts in U.K. to Be Investigated
CORUS GROUP: Moves to Overturn Dutch Decision About Sale of Unit
CORUS GROUP: Long-Term Ratings on CreditWatch Negative
EDINBURG FUND: Group Appoints New Financial Advisers
FIRST CHOICE: To Cut Capacity in Its May and June Holidays
MORGAN CRUCIBLE: To Embark on Cost-cutting and Asset Disposal
ROYAL & SUNALLIANCE: S&P Withdraws Ratings on Three Affiliates
* Not Much of a Lull in Storm for Europe - Standard & Poor's
=============
B E L G I U M
=============
COCKERILL SAMBRE: Union Activists Protest Planned Job Cuts
-----------------------------------------------------------
Thousands of union members in Liege held a one-day strike in protest against
the planned job cuts at ailing Belgian steel company Cockerill Sambre SA.
Cockerill Sambre is a subsidiary of European steel giant Arcelor, which
announced in January that it is freezing investment at four of its least
profitable blast furnaces in Europe. The company plans to eventually shut
down 8 million metric tons in steel producing capacity by 2010.
Around 35,000 workers, along with local politicians who fear plant closures
will cause thousands of jobs to disappear, marched along the eastern city of
Liege.
City Mayor Willy Demeyer said: "We have to show our solidarity with the
workers because it affects the whole community."
It is known that the Cockerill Sambre plant, located some 100 kilometers
east of Brussels, may have to shut down its blast furnaces by 2006 with the
loss of at least 2,000 jobs.
Union leaders believed labor action, which follows several stoppages over
the past months and the 24-hour detention of Cockerill management by union
demonstrators in February to protest the planned layoffs, could salvage some
jobs.
CONTACT: COCKERILL SAMBRE SA
Chaussee de la Hulpe, 187
1170 Brussels
Belgium
Phone: +32 2 679 92 11
+32 2 660 36 40
===========================
C Z E C H R E P U B L I C
============================
PLZENSKA BANKA: Loses Suit, Closes Down Outlet in Plzen
-------------------------------------------------------
Plezenska banka's one and only outlet in Plzen was closed down after the
bank lost a suit alleging misappropriation of funds against investment
company AKRO.
The Regional Court in Hradec Kralove, East Bohemia, on Monday ordered
Plzenska banka to pay CZK1.1 billion plus additional interest worth hundreds
of millions to three CS funds managed by AKRO.
The funds alleged that Plzenska, as depository, misappropriated CS fund
assets worth CZK1.3 billion in 1997.
Plzenska shares the payment of more than CZK2 billion in total with Umana,
the mediator of the CS deals, which also faces the same complaint. But
since Umana is in liquidation with almost no asset, Plzenska has to bear the
burden alone.
Plzenska's lawyer Jan Linda said the bank will appeal against the
ruling in the high court in Prague.
Plzenska banka has a share capital of CZK1.1 billion, and deposits totaling
some CZK200 million, according to Czech Happenings. Its loans reach CZK75
million.
The bank's owner Agrobanka Praha A.S. is in liquidation.
=============
D E N M A R K
=============
GROUP NYCO: S&P Assigns 'B+' Long-Term Rating, Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' long-term
corporate credit rating to Denmark-based pharmaceuticals group Nyco Holdings
2 ApS (Nycomed). The outlook is stable.
At the same time, Standard & Poor's assigned its 'B-' long-term senior
subordinated debt rating to Nycomed's proposed EUR225 million ($248 million)
bond issue.
"The ratings reflect Nycomed's aggressive financial profile and its
ambitious growth strategy, which will limit free cash flow generation in the
short term," said Standard & Poor's credit analyst Olli Rouhiainen.
"Furthermore, the group has limited internal R&D expenditure and relies on
successful in-licensing deals for adding new products to its portfolio."
The above factors are offset by Nycomed's good position in the Scandinavian
prescription drugs and "over-the-counter" (OTC) markets, its
well-diversified product portfolio, and growing predictable demand in the
European pharmaceuticals market.
Nycomed has top-three market positions by volume of drugs sold in Denmark,
Norway, and Finland, which should act as a base for solid cash flows. The
group has a well-diversified product portfolio with its top six products
accounting for about 36% of sales--the remaining sales arise from a long
tail-end of mature prescription drugs and OTC products. Although Nycomed has
a limited track record in successful in-licensing, its current pipeline
should be sufficient to yield a number of drugs and support its growth
objectives.
The ratings on Nycomed are constrained by the group's aggressive financial
profile and its growth strategy. The group targets growth of more than 10%
each year in the medium term, which was the case for 2000-2002. Nycomed's
aim is to become a Pan-European platform for pharmaceuticals and biotech
companies looking to out-license products (that is, these companies allow
Nycomed to license their drugs, and in return they receive a percentage of
the revenue). Although the group's strategy is reasonable in the context of
the European pharmaceuticals market and could provide strong growth in the
future, it limits the group's debt reduction capability in the short term.
Nycomed is expected to invest the majority of its free cash flows during the
next two years on in-licensing payments and manufacturing capacity
increases.
The stable outlook reflects Nycomed's established positions in Scandinavia
and other European markets, which should help generate firm cash flow,
offset by the group's aggressive financial profile. Nycomed is expected to
make opportunistic acquisitions while maintaining debt protection measures
at levels suitable for the ratings.
=============
F I N L A N D
=============
SONG NETWORKS: Shareholders Summoned to Annual General Meeting
-------------------------------------------------------------
Shareholders in Song Networks Holding AB are herewith summoned to an annual
general meeting to be held on Wednesday, April 9, 2003 at 3 p.m. at
Citykonferensen Ingenjorshuset, Malmskillnadsgatan 46, Stockholm
Notification
Shareholders wishing to participate at the general meeting must be recorded
in the shareholders' register kept by VPC AB on Friday, March 28, 2003, and
notify the company not later than 12 p.m. on Friday, April 4, 2003 to the
address: Song Networks Holding AB (publ), att. Pia Hyvari, Box 712, SE- 169
27 Solna, or by fax +46 (0)8-5631 01 01. The notification should also
contain the number of assistants (not more than two) who will accompany the
shareholder. The notification should also state name, address, social
security/company registration number and number of shares represented.
A shareholder whose shares are registered in the name of a nominee must, to
be entitled to attend the general meeting, temporarily re-register the
shares in its own name in due time prior to March 28, 2003.
A shareholder represented by a representative shall issue a power of
attorney. The power of attorney should be dispatched to the company to the
address mentioned above in due time prior to the general meeting. If a power
of attorney is issued by a legal entity, a certified copy of a certificate
of registration for that legal entity must be enclosed.
Items and proposed agenda
(1) Opening of the general meeting
(2) Election of a chairman for the general meeting
(3) Preparation and approval of voting list
(4) Approval of agenda
(5) Election of one or two persons to verify the minutes
(6) Determination of whether the general meeting has been duly convened
(7) Presentation of the annual report and the auditor's report and of the
consolidated accounts and the auditor's report on the consolidated
operations
(8) Resolution regarding
(a) adoption of the profit and loss statement and the balance sheet and
of the consolidated profit and loss statement and the consolidated balance
sheet
(b) allocation of the company's profit or loss pursuant to the adopted
balance sheet
(c) discharge from liability for members of the board of directors and
the managing director
(9) Determination of fee for the board of directors and the auditor
(10) Election of the board of directors and deputy member of the board of
directors, if any
(11) Proposal of resolution to amend the articles of association
(12) Proposal of resolution to
(a) appoint a nominating committee
(b) assign the board of directors to appoint a compensation committee
(c) assign the board of directors to appoint an audit committee
(13) Closing of the general meeting Motions
Election of board of directors and fees for the board and the auditor (Items
9 and 10) Shareholders, representing more than 50 percent of the total
number of votes, have informed the company that they will vote in favour of
the following resolutions:
-- Fees for board of directors and auditor is proposed to be SEK300,000 to
the chairman and SEK 125,000 to the other members of the board of directors
who are not employed by the group (unchanged in relation to previous year).
The auditor will be paid for as invoiced.
-- Re-election of Lars Gronberg and election of Tomas Franzen, Roger
Holtback, Marta Josefsson, Kjell Nilsson, Lennart Asander and Raj Raithatha.
Amendment to the articles of association (Item 11) The board of directors
proposes that item 5 in the articles of association be should be amended as
follows: Proposed wording: "The share capital of the company shall be no
less than SEK 200,000,000 and no more than SEK 800,000,000." Present
wording: "The share capital of the company shall be no less than SEK
80,000,000 and no more than SEK 320,000,000."
Nomination, compensation and audit committees (Item 12) The shareholder
Sveriges Aktiesparares Riksforbund has proposed that the general meeting
resolves to (i) appoint a nominating committee with the task of preparing
matters related to election of board of directors and to nominate suitable
members, (ii) assign the board of directors to appoint a compensation
committee given the task of preparing matters related to remuneration issues
within the company, and (iii) assign the board of directors to appoint an
audit committee which shall form a sub-committee to the board of directors
preparing issues related to
monitoring the audit and the management of the company.
The annual report and the auditor's report for the financial year 2002 will
be made available at the company's office at Gustav III:s Boulevard 18,
Solna as from March 26, 2003 and will also be distributed to shareholders
requesting so and stating their postal address.
Resolution by the general meeting under item 11, is valid only if adopted by
shareholders holding more than two-thirds of the votes cast as well as
two-thirds of all shares present or represented at the general meeting.
===========
F R A N C E
===========
ALSTOM SA: Presents Plan to Reduce Debt and Improve Performance
---------------------------------------------------------------
Immediate Actions to Reduce Debt and Improve Performance
-- Disposal program extended: EUR3 billion to be raised by March 2004,
including Transmission & Distribution Sector and Industrial Turbines
business
-- Cost reduction plans accelerated: annual savings of ?500m within 2 years
-- Management team and organization renewed
Net Loss Expected For Fiscal Year 2002/03
-- Estimated additional provision of EUR1.35 billion before tax (EUR1.2
billion after tax) in 2002/03 accounts to cover GT24/26 and UK train
problems
-- Estimated net loss of between EUR1.3-1.4 billion in 2002/03
Financial Position
-- Adequate liquidity: EUR1 billion of available credit lines
-- Up to EUR600 million through a capital increase by way of a rights issue
in due course
ALSTOM is hosting a presentation in Paris for investors and analysts at
which Patrick Kron, Chairman & Chief Executive Officer, will detail ALSTOM's
new action plan. The plan is designed to: improve the Company's operational
performance; deal with the impact of past operational issues; and reduce its
high level of debt.
Patrick Kron commented: 'ALSTOM's core businesses in the global energy and
transport markets offer solid long-term growth prospects and attractive
opportunities. With its strong market positions, technology leadership,
broad commercial presence and large installed base, the Company is
strategically well-positioned.
'However, we must face today's reality. We need to adapt to the power
market, where demand has significantly weakened over the past year, to
address the additional costs of past operational problems, and materially
strengthen our financial structure.
'This situation calls for immediate action. We will refocus the Company by
selling both our Transmission & Distribution and Industrial Turbines
businesses which, taken together with other assets already sold during the
past year or about to be sold, should generate EUR3 billion in proceeds,
including real estate - double the target set this time last year. We are
taking strong action to improve our inadequate profitability by
substantially reducing our cost base, generating EUR500 million in annual
savings within the next two years through industrial restructuring and
overhead reduction programs.
'We have thoroughly reviewed the impact of operational problems with our
GT24/26 gas turbines and in UK trains: we will put these problems behind us,
but we need to make an additional provision estimated at EUR 1.35 billion to
cover the associated costs.
'We estimate that the business disposal program, combined with measures to
improve our operational performance, will halve our total debt by March
2005. In addition, we will be seeking to raise up to EUR 600 million of
additional funds through a capital increase at the appropriate time. Our
leading lending banks have given their full support to this plan and, with
EUR 1 billion in available credit lines, we have adequate liquidity going
forward.
'Rapid implementation of this plan is my top priority. My conviction is
that, with a restructured industrial base and strong market positions in
power and transport, supported by a worldwide commercial presence and
highly-competent technical teams, ALSTOM has a promising future. We have
renewed the management team and are streamlining the organization to make
this happen.'
* * * * *
Market Conditions
In the power market, conditions have deteriorated markedly in the past year,
particularly in the US. This downturn affects about half of our Power
portfolio, particularly gas and steam turbines and related plant
engineering, but we are still seeing growth in service, retrofit and
environment-related markets. The Transmission & Distribution markets have
weakened in medium voltage and systems. The rail transport market is at high
levels. The cruise ship market remains uncertain, pending an overall
economic recovery and the resolution of the current international situation.
Dealing with Past Issues
-- GT24/26 heavy-duty gas turbines
Major progress has been made in developing the technical recovery package on
the GT24/26 heavy-duty gas turbines, following the announcement in July 2000
that the machines could not meet contractual performance and lifetime
obligations.
Commercial settlements have been reached on 61 of the 80 units sold, of
which 20 are unconditional (i.e. contracts are in the normal warranty period
and ALSTOM has no obligation to upgrade or pay further penalties) and 41
require additional improvements, either to performance or to the lifetime of
key components. Of the 19 units on which commercial settlements have not
been reached, seven are currently subject to litigation and negotiations are
underway on the remainder.
However, since November 2002, as a consequence of delays experienced in
finalising the technical recovery package, coupled with the tougher than
expected commercial attitude of customers, ALSTOM is facing extra costs and
significantly increased exposure.
We estimate the remaining exposure in March 2003 to be EUR 1.6 billion.
Maximum exposure is estimated at EUR 2.0 billion, on which the Company
expects mitigation of EUR 400 million (20 per cent). We therefore expect to
take an estimated additional provision of EUR 1.2 billion before tax in the
Company's accounts for the current financial year, in addition to an
existing estimated provision at end-March 2003 of EUR 400 million.
-- UK trains
All trains under the UK regional contracts have been delivered, but a
programme to improve the trains' reliability is ongoing and leading to
additional costs. Trains are also being delivered on the West Coast Main
Line (WCML) contract at the rate of two units per month, in line with
customer requirements. Services on the line began in January 2003 and the
remaining 41 trains are scheduled for delivery by September 2004, but there
have been major delays and cost-overruns on this contract.
Decisive action has already been taken to address these issues, including
strengthening management and optimising resources for new-build and service
functions in the UK. Following a comprehensive review of costs, we expect
to take an estimated additional provision of EUR 150 million in the
Company's accounts for the current year.
-- Marine Vendor Financing
ALSTOM's total gross exposure on Marine vendor financing has reduced to EUR
900 million, largely due to currency effects. The Company believes it has
adequate provisions in its accounts, provided there is no further
deterioration in the cruise-ship holiday market.
-- Asbestos
The Company reiterates that it believes it has no material liability in
respect of asbestos personal-injury cases. In France such liabilities are
covered by publicly-funded systems. In the USA the businesses purchased from
ABB are covered by an ABB indemnity. For its other US businesses, ALSTOM
believes its exposure is insignificant and considers the cases filed against
the Company are without merit. Currently, the Company has 80 asbestos
cases, grouping a total of 6,200 asbestos claims, following the filing of
new cases and the dismissal of others.
ALSTOM has made no compensation payments.
Action Plan
The action plan comprises three main elements:
(1) Focus ALSTOM's range of activities, while strengthening its
financial base
Extended disposal program to generate proceeds of EUR 3 billion
ALSTOM will refocus its activities on the power generation and transport
markets by selling the Transmission & Distribution Sector (T&D) and the
Industrial Turbines business. In all, the extended disposal program is
expected to generate proceeds of EUR3.0 billion by March 2004, nearly double
the previous target of EUR1.6 billion.
The sale of the T&D Sector has been prepared and was launched yesterday.
The sale of the Industrial Turbines business, which comprises small gas and
steam turbines, was launched five months ago and is nearing signature.
Together, these businesses have sales of EUR 5.0-5.5 billion, operating
income of EUR 320 million and around 35,000 employees.
The decision to sell T&D and the Industrial Turbines business was taken
after a thorough review and appraisal of ALSTOM's current portfolio: both
are good, high-value businesses, but their sale will not impact the
remaining activities.
ALSTOM will also review options to consolidate its Marine activities in the
medium term through partnerships or alliances at either national or
international level.
(2) Improve operational performance and adapt to market conditions
Cost Reduction: EUR500 million of annual recurring savings within 2 years
All existing cost-reduction initiatives will be accelerated, while new
overhead reduction targets will be assigned at Corporate, International
Network and Sector levels. Corresponding industrial restructuring plans and
overhead reduction programs will be announced in the Sectors and countries
affected over the coming weeks. Annual restructuring costs will be
increased from EUR 200 million to EUR 300 million and the Company expects to
extract recurring annual savings of EUR 500 million within two years.
(3) Overhaul of organization and management
Immediate action will be taken to implement a more efficient organization
-- The Power Sector, which currently accounts for more than half of ALSTOM's
revenues, will be reorganized into 3 new Sectors: Power Turbo-Systems (the
former Gas and Steam Segments); Power Service (the former Customer Service
Segment); and Power Environment (the former Boilers & Environment and Hydro
Segments). ALSTOM will thus comprise five more equally-balanced Sectors,
plus the T&D Sector pending its disposal.
The Company's senior management will be renewed, with five newcomers joining
ALSTOM's Executive Committee. Alexis Fries, former Power Sector President
and Michel Moreau, former Transport Sector President, are leaving the
Company. The following new Sector Presidents will join the Executive
Committee: Mike Barrett, Power Turbo-Systems; Walter Graenicher, Power
Service; Philippe Soulie, Power Environment; and Philippe Mellier,
Transport, who will join the Company on 1 May 2003 from the Volvo group. A
new head of the Human Resources function will join the Executive Committee
in the near future.
-- Sectors will be fully empowered, with clear P&L responsibility, and a
fast-track reporting system will be implemented. Stricter risk management
will be enforced by the Corporate Risk Committee chaired by Patrick Kron,
which will review major tenders and execution of large projects and analyse
the Company's customer and country risk exposure. The organisation will be
delayered and simplified to enhance reactivity.
Key Financials
Outlook for fiscal year 2002/03
ALSTOM will announce its fiscal year 2002/03 results on May 14, 2003.
ALSTOM's current outlook is:
-- Sales at approximately EUR 21bn, stable versus last year on a
comparable basis
-- Orders reviewed at approximately EUR 19bn, a decrease of 4% versus last
year on a comparable basis
-- Operating margin, pre-exceptionals: in the 4-4.5% range, slightly up from
the previous year
-- Exceptional estimated additional provision of EUR 1.2bn after tax
comprising:
-- Estimated provision on GT24/26 of EUR (1,200)m
-- Estimated provision on U.K. trains of EUR(150)m
-- Estimated tax impact of EUR 150m
-- Estimated net loss of EUR 1.3-1.4bn
-- Estimated free cash flow (net cash provided by operating activities after
capex) of EUR (0.4)-(0.5) billion, after more than EUR 1.0bn cash outflow
linked to GT24/26
-- Total debt at March 2003 estimated at slightly below EUR 5bn, reduced
from EUR 5.3bn in March 2002, which included net financial debt of EUR
2.1bn, securitization of existing receivables of EUR 1.0bn, securitization
of future receivables of EUR 1.7bn and EUR 0.5bn of preferred shares and
undated subordinated notes
-- Dividend: in view of the financial plan outlined today, the Board will
propose for this financial year not to pay any dividend
Up to EUR 600 million through a capital increase by way of a rights issue in
due course
As part of the overall plan, ALSTOM will seek to raise up to EUR600 million
of additional funds at the appropriate time through a capital increase by
way of a rights issue. Resolutions regarding the capital increase will be
submitted for approval at the Company's Annual General Shareholders' Meeting
on July 2, 2003.
New credit lines
ALSTOM's liquidity needs are adequately covered. The Company's main lending
banks have agreed to extend a new credit facility of ?600 million and to
renew EUR 475 million of existing facilities maturing in the coming weeks,
all of which is to be repaid from the disposal proceeds. They have also
agreed to modify existing financial covenants. Discussions with ALSTOM's
other banks are underway to obtain their required consents to such new
financial covenants. The Company is confident of obtaining the necessary
consents. Failure by the shareholders to approve the capital increase
mentioned above will allow the banks to require repayment of the new EUR 600
million credit facility and the EUR475 million of existing facilities.
ALSTOM in 2005/06: focused on power generation and rail transport
Following the disposals, the new ALSTOM will have a balanced portfolio of
well-positioned activities:
Power Turbo-Systems No. 1* in steam turbines,
generators and plant engineering & construction, while recovering
its position in gas turbines
Power Service No. 1* in an attractive and
growing business
Power Environment No. 1* in boilers, hydro and
environmental control: a clear leader in growing environmental
markets
Transport No. 2* with a world-class
business
Marine Leading cruise ship supplier;
need for industry consolidation
*ALSTOM estimates
New ALSTOM Profile
-- Sales of over ?15 bn
-- Operating margin of 6% by 2005/06
-- Free cash flow strongly positive
-- Total debt to be reduced from EUR 5.3 billion in March 2002, to a level
in the range of EUR 2.0-2.5 bn by March 2005, depending on the magnitude of
additional funds raised through the capital increase
CONTACT: ALSTOM
Investor relations
Elisabeth Rocolle-Teyssier
Phone: +33 1 47 55 25 78)
E-mail: investor.relations@chq.alstom.com
Home Page: http://www.alstom.com
ALSTOM SA: Patrick Kron Succeeds Pierre Bilger as Chairman
----------------------------------------------------------
At a meeting held on March 11, 2003, following a proposal by Pierre Bilger,
the Board of Directors of ALSTOM has appointed Patrick Kron Chairman and
Chief Executive Officer of ALSTOM.
This appointment, with immediate effect, shortens a transition period
initially planned to last until December 31, 2003.
Pierre Bilger said: 'For the past three months, as Chief Executive Officer,
Patrick Kron has taken on the management of the Company with skill, energy
and determination. There is no need to extend further this transition
period. In the interest of clarity and efficiency, I have therefore proposed
to the Board that he also becomes Chairman with immediate effect. On the eve
of my departure from this Company, which I managed for twelve years, I am
convinced that under Patrick Kron's leadership, its exceptional human,
technical and industrial potential, combined with its strong market
positions world-wide, will allow ALSTOM to overcome its present difficulties
and restore its shareholders'
confidence.'
Patrick Kron declared: 'Pierre Bilger grew ALSTOM into one of the world
leaders in the transport and energy infrastructure markets. Under his
leadership, the Company registered world-wide a number of industrial and
commercial successes, and built a strong reputation for innovation. Together
with the Board members and all the staff of the Company, I pay tribute to
Pierre and his strong personal commitment.'
The Board has also co-opted with immediate effect Gerard Hauser, Chairman
and CEO of Nexans, as a member of the Board and this appointment will be
submitted for ratification at the next
Shareholders' Meeting.
*****
Alstom is planning to unload up to EUR1 billion worth of businesses as well
as a further EUR150 million of real estate to reduce its EUR4 billion debt.
The company's troubles came as a result of the Chapter 11 protection filing
of its biggest customers, Renaissance Cruises Inc. The latter suffered a
sharp fall in demand for cruises after the September 11 terrorist attack in
the US.
During Renaissance's filing for creditors protection, Alstom said its
exposure was nearly EUR700 million.
CONTACT: ALSTOM
Investor relations
Elisabeth Rocolle-Teyssier
Phone: +33 1 47 55 25 78)
E-mail: investor.relations@chq.alstom.com
Home Page: http://www.alstom.com
NATEXIS BANQUES: Tables Restructuring Measures to Revive Unit
-------------------------------------------------------------
Natexis Banques announced to trade unions early in the week several
restructuring measures aimed at restoring profitability in its investment
banking unit.
The measures include reducing its exposure to equity derivatives,
reorganizing its sales teams and stressing core activities like fixed
income, foreign exchange and convertible bonds.
The move follows the unit's EUR118 million loss on equity derivatives last
year as a result of market volatility and computer mishaps.
Olivier Schatz, Natexis' newly appointed director for the investment banking
unit, told Dow Jones that the strategy, which focuses on the bank's core
strengths, is expected to make the business more efficient and more
profitable.
Natexis is also planning to launch a new inflation swaps business, merge its
sales teams, and continue to gradually reduce exposure to complex
longer-maturity structured products in the coming months.
French banks commended the new business saying it fits well with Natexis'
current inflation-indexed bonds.
The merger of the sales team, meanwhile, is expected to improve
cross-selling and strengthen ties between its front, middle and back offices
as well as place renewed emphasis on sales to institutional clients.
VIVENDI UNIVERSAL: In Talks Regarding a New Financing Package
-------------------------------------------------------------
Vivendi Universal, the French media and telecommunications group, is
negotiating a EUR3.5 billion to EUR4 billion (US$3.8 billion to US$4.4
billion) financing package that will involve a high-yield bond issuance.
The offering is hoped to raise EUR1 billion and a new EUR2.5 billion credit
facility.
According to the Financial Times, one person involved in the program said:
"If agreed, the refinancing would give Vivendi a vital breathing space to
decide the future of the US entertainment assets."
The group, which is saddled with a EUR12.3 billion net debt, is currently
mulling options for its Vivendi Universal Entertainment asset.
Vivendi Universal Entertainment, the US joint venture, comprises Universal
Studios, theme parks and cable television channels.
Vivendi is in dilemma whether to sell the business outright or sell only
parts of it. It has so far received a US$20 billion offer from a consortium
led by US oil billionaire Marvin Davis.
Senior executives are reportedly skeptical about Mr. Davis offer, and are
keeping the "channel" open, while all other options are reviewed.
Potential bidders for the assets will shortly be invited to begin due
diligence on those operations.
Microsoft and Electronic Arts, two of the leading players in that sector,
have been named as possible buyers.
According to the Financial Times, the company needs to strike a deal or face
a drain on its existing EUR4 billion cash resources when it will be forced
to redeem two exchangeable bonds totaling EUR3.4 billion.
The company is due to pay EUR1.9 billion to redeem an exchangeable bond
linked to its utilities affiliate Vivendi Environnement this month. It also
faces a further EUR1.5 billion payment this summer for a separate
exchangeable bond.
Vivendi confirmed it was looking at ways to extend the maturity of existing
debt facilities but declined to elaborate.
The new facilities are also expected to buy Vivendi eight months to pursue
its planned EUR7 billion asset disposals this year after a record EUR23.3
billion net loss for 2002.
Vivendi is, meanwhile, also close to obtaining an extension of up to 12
months on a separate US$1.6 billion (EUR1.5 billion) bridge loan tied to
Vivendi Universal Entertainment.
=============
G E R M A N Y
=============
BAYER AG: Brodsky & Smith Files Class Action Lawsuit
----------------------------------------------------
The Law offices of Brodsky & Smith, LLC announces that a securities
class-action lawsuit has been filed on behalf of shareholders who purchased
the publicly traded securities of Bayer (AG) Aktiengesellschaft, and certain
present and former members of its Board of Management, on behalf of
purchasers of Bayer AG American Depositary Shares (ADRs) from June 27, 1997
through February 21, 2003, inclusive, (the Class Period). (Prior to January
23, 2002, Bayer AG ADRs traded on the Nasdaq under the symbol BAYZY). A copy
of the complaint is available from the U.S. District Court for the Southern
District of New York (Docket No. 03 CV. 1724 (SWK)).
The complaint alleges, among other things, that throughout the Class Period
defendants misrepresented Bayer AG's success in marketing it's Baycol
cholesterol lowering drug. Defendants' statements were materially false and
misleading because Bayer AG's own scientists were stating internally that
Baycol, when administered with other popular medications or at high dosages,
caused unacceptable risk of serious side effects. In fact, throughout the
Class Period Bayer AG was informed that patients taking Baycol were
experiencing serious and life threatening side effects. Baycol was belatedly
withdrawn from the market in August 2001 after the FDA raised serious
concerns about the safety of Baycol in light of reports of Baycol patients
dying. The true facts concerning defendants' knowledge of the dangers of
Baycol and the Company's potential liability to Baycol patients were not
completely disclosed until February 22, 2003, in connection with court
filings in various personal injury actions commenced against Bayer AG by
persons who had been prescribed Baycol and had suffered severe side effects.
These court documents demonstrated defendants' early knowledge of the risk
of serious or life threatening side effects to patients taking Baycol,
including the knowledge that patients taking Baycol were found to have 5 to
10 times the chance of developing a life threatening illness --
rhabdomyolysis -- as patients taking other similar medicines. The price per
share of Bayer AG ADRs fell approximately 17% when Baycol was withdrawn from
the market in August 2001. Following the February 22, 2003 disclosure of the
true state of defendants' knowledge of the dangers of Baycol, Bayer AG ADRs
declined an additional 27%, from $17.15 per share to $12.58 days after the
revelation -- more than 68% below the trading price at the beginning of the
Class Period ($39.75).
Members of the proposed class who desire to be appointed lead plaintiff in
this action must file a motion with the Court no later than May 12, 2003. If
you were a purchaser of this stock from June 27, 1997 through February 21,
2003 and want to discuss your legal rights, you may e-mail or call the law
office of Brodsky & Smith, LLC who will, without obligation or cost to you,
attempt to answer your questions. You may contact Evan J. Smith, Esquire at
Brodsky & Smith, LLC, Two Bala Plaza, Suite 602, Bala Cynwyd, PA 19004, by
e-mail at clients@brodsky-smith.com, or by
calling toll free 877-LEGAL-90.
More information on this and other class actions can be found on the Class
Action Newsline at http://www.primezone.com/ca
CONTACT: BRODSKY & SMITH, LLC
Evan J. Smith, Esquire
877-LEGAL-90
clients@brodsky-smith.com
COMMERZBANK AG: Plans to Downsize Operations in Japan
-----------------------------------------------------
Commerzbank AG plans to scale down operations in Japan, where other global
players are also downsizing as a result of the fallout of credit demand due
to recessions.
Germany's fourth-biggest lender will halve its 58 workforce by June 30 and
close its foreign currency business in the region, which had experienced
three recessions in 10 years.
Norio Yatomi, general manager of Commerzbank's Tokyo branch, said 28
employees had accepted the bank's offer of payment for their resignations.
The past years saw only a trickle of German companies arriving in Japan,
narrowing the number of Commerzbank's potential clients.
Commerzbank set up an office in Japan about a quarter century ago, targeting
German companies looking to expand in the world's second-largest economy.
The Frankfurt-based bank announced in November it would stop lending to
companies in Japan.
Yutaka Takei, an investment research manager, predicts future job cuts in
the company's 100 bankers in 2000.
Commerzbank's brokerage unit, Commerz Securities (Japan) Co., is still
reviewing its business after cutting 50 jobs or a fifth of its workforce in
December.
``We are not withdrawing from Japan at this moment, but I don't know what
will happen in the future,'' Yatomi said.
Commerzbank Chief Executive Officer Klaus-Peter Mueller indicated to slash
425 investment-banking positions in London, Tokyo and New York.
According to Yatomi, the company is aiming at centralizing its business
focus on Europe from Asia.
Commerzbank plans to keep some lending and foreign exchange operations for
German clients and offer account-settlement services to Japanese trading
companies, though, according to Yatomi.
DRESDNER BANK: Exits Latin America, Closes Investment Bank Unit
---------------------------------------------------------------
German bank Dresdner will close the representation offices of its investment
bank unit Dresdner Bank Lateinamerika (DBLA) in Peru and Bolivia this month
due to the difficult economic environment in Latin America and the weakness
of the region's capital markets.
Effective March 17, Peruvian and Bolivian corporate clients will be served
from Chile.
In December, DBLA announced a restructuring plan that included a loss of 450
jobs and a split-up of the company into two divisions: Corporate &
Correspondent Banking and Private Banking International.
Relationship management services for corporate customers and banks will
eventually be run from Mexico, Guatemala, Colombia, Brazil, Chile and
Argentina, according to the plan.
The financial advisory and M&A office in Rio has also been closed as part of
the restructuring process, with the service offered to Brazilian clients
through Dresdner's London or New York offices.
Earlier, Dresdner closed its Milan back office and suspended the trading
operations of its brokerage arm.
The Milan office will continue with equity and fixed-income sales operations
as the company moves to centralize most of its securities business, Dresdner
Kleinwort Wasserstein, in London, TCR-EU reported.
Dresdner Bank is one of Europe's largest banks and it is the second largest
in its home country Germany. It currently struggles with a weak operating
environment, huge loan loss provisions and asset writedowns. It plans to
reduce the number of corporate banking outlets to 70 from the current 130,
and trim down the number of managers to 80 from the current 220.
Last month, Moody's Investors Service downgraded Dresdner Bank's financial
strength ratings to C, to reflect the bank's marginally higher vulnerability
to a potential further deterioration of asset quality in its financial
fundamentals.
CONTACT: DRESDNER BANK AG
Jurgen-Ponto-Platz 1
D-60301 Frankfurt/Main, Germany
Phone: +49-(0) 69/2 63-0
Fax numbers: General enquiries
+49-(0) 69/2 63-48 31
+49-(0) 69/2 63-40 04
MAN AG: To Dismiss About 1,000 Employees at Bus Activities
----------------------------------------------------------
MAN AG plans to cut about 1,000 jobs in its bus activities in an effort to
steer the business, which lost about EUR84 million last year, to
profitability.
The company plans to cut 700 jobs at its Salzgitter bus operations and
re-deploy the workers within the company or to other companies. The
management would also offer early retirement for some, and promised to take
back employees kept unemployed for two years.
The remaining 300 will be axed in 2004 and 2005 and will be taken from bus
unit Neoplan's Pilsting and Stuttgart plants. This will happen as the
company reorganizes activities at several plants starting 2005.
Neoplan plans to invest "tens of millions" of euros in new products and the
restructuring over the next few years.
MAN is also currently shifting production out of Germany into lower-cost
countries in a bid to boost earnings and halve losses in 2003.
"The high pressure on prices and the pessimistic market have led to
overcapacities in production in Germany," the company said.
=========
I T A L Y
=========
FIAT SPA: Carlyle's Bid for Fiat Avio to Be Rivaled
---------------------------------------------------
A contender is poised to thwart U.S.-based Carlyle Group's bid to create a
multi-billion-dollar European defense conglomerate, according to the
Financial Times.
It appears that the Italian government is backing a EUR1.5 billion bid by
Italy's Finmeccanica and France's Snecma for aviation company Fiat Avio,
which Carlyle had envisioned to combine with DaimlerChrsyler's MTU
subsidiary.
Prime Minister Silvio Berlusconi appears willing to halt the bid that is
expected to build up America's industrial ties with France, with which Italy
are discussing several bilateral issues.
One of the issues central to their discussion is the opening of France's
electricity market to Italian companies.
According to the report, "In exchange the move on the electricity market,
and perhaps for letting Snecma purchase Fiat Avio, Italy would lift a limit
on the voting rights of Electricite de France, the state utility, in Edison,
an Italian utility."
Meanwhile, Finmeccanica's involvement in the bidding has been taken to
suggest that the Italian government wants to keep its influence in Fiat
Avio.
This is so after Finmeccanica, which is 30% owned by the Italian government,
indicated publicly earlier that it has no interest in buying Fiat Avio. The
company is no longer involved in engine maintenance business after it sold
its Alfa Romeo Avio to Fiat Avio in 1996.
Snecma's rebound to the bidding also surprised observer who had known its
ejection by the Italian government in seeming favor for Carlyle. The
authorities are understood during that time to have objected to the
acquisition of a privately owned Italian company by a French state-owned
company by virtue of the country's move towards privatizing the industry.
Now, the nearest conclusion that people close to the company could come up
to is that the Italian government has changed tactics and has now opted to
seek favor with France.
TELECOM ITALIA: To Discuss Pay-out of Dividends in Meeting
----------------------------------------------------------
Telecom Italia announces, in addition to the press release for the adoption
of the 2002 draft accounts, that a pay-out of dividends to the extent
outlined in the previous press release, with payment on June 26, 2003
(coupon detachment June 23), will be addressed at the Shareholders' Meeting
that convenes to adopt the 2002 financial statements, expected to take place
at the end of May.
TELECOM ITALIA: To Merge Telecom Italia Into Olivetti
-----------------------------------------------------
-- integration project through the merger of Telecom Italia into Olivetti
-- the name of the company resulting from the merger will be telecom italia
-- 7 to 1 exchange ratio between Olivetti and Telecom Italia
-- Telecom Italia savings shareholders will be issued savings shares in the
company resulting from the merger
-- the company resulting from the merger expects to pay to its ordinary and
savings shareholder a dividend amount at least in line with that currently
received by any Telecom Italia shareholder
-- right of withdrawal for Olivetti shareholders
-- possible voluntary partial tender offer on Telecom Italia ordinary and
savings shares
-- EUR9 billion irrevocable credit facility to Olivetti to cash out possible
withdrawal rights and tender offer. Reduction of greater indebtedness
expected in 18-24 months through divestments and cash flow
The Boards of Directors of Olivetti and Telecom Italia have approved a
resolution concerning a project to simplify the structure of the Group
consistent with the markets wishes.
This project is based on a fundamental principle, namely the safeguarding of
the interests of all classes of shareholder.
The launch of this project, long viewed as strategic, was dependent on two
events:
-- A stable relationship between the share prices of Olivetti and Telecom
Italia, a condition that has been met as evidenced by the analysis of the
shares' performance over the last three months;
-- The achievement of the targets set out in the presentation of the
2002-2004 industrial plan: the early completion of the disposal program, a
significant improvement in cash flow, a strong improvement in efficiency and
the completion of the industrial reorganization of the Olivetti-Telecom
Italia Group. This has led to a strong reduction of about EUR 8 billion in
debt in a little over 15 months (including the dividend payment made at the
end of 2002).
Objectives and benefits of the transaction
The merger of Telecom Italia into Olivetti is part of a strategy designed to
increase shareholder value that commenced in July 2001. It is a fundamental
step in the industrial and financial restructuring being successfully
carried out, notwithstanding the negative stock market backdrop in general,
and more particularly that in the telecommunications sector.
The company resulting from the merger will see its public company status
reinforced since the principal shareholder's stake will be reduced. The
shares should benefit from greater liquidity, which should be viewed
favorably by the market to the advantage of all shareholders.
Olimpia's stake - dependent on the exercise of withdrawal rights by Olivetti
shareholders - will vary between 14% to 15% of the total share capital of
the company resulting from the merger.
The merger will enable the company to improve the use of financial leverage
and reduce its average cost of capital and to improve the cash earnings per
share. In addition, the proceeds from the disposal of non-strategic
activities may be directly used to accelerate the reduction of the Group's
debt.
The company resulting from the merger will benefit from improved fiscal
efficiencies, in compliance with the relevant legislation, allowing the full
recovery of value adjustments in its equity holdings.
Dividend policy
On the basis of the plans and targets presented to the market and confirmed,
taking into account the transaction presented to the Boards of Directors,
the results of the company resulting from the merger are expected to allow
each shareholder to be paid, in view of the shares received in exchange, a
dividend amount at least in line with that currently received by Telecom
Italia ordinary and savings shareholders.
Exchange ratio
The Boards of Directors, advised by JP Morgan UK (Olivetti) and Lazard and
Goldman Sachs (Telecom Italia), have established that the relationship
between the two companies economic values implies an exchange ratio of 7
Olivetti shares per each Telecom Italia share, ex dividend.
In the context of the merger Olivetti will issue savings shares to be
allotted to holders of Telecom Italia savings shares. The exchange ratio
will be identical for ordinary and savings shares. Borsa Italiana will be
asked to admit the new savings shares for trading on the automated market of
the Borsa Italiana.
Best practice valuation methodologies and procedures were followed in
determining the exchange ratio, taking into account particularly the nature
of the two companies and the specific sector in which they operate.
In particular the following has been taken into account for the valuation:
(1) the methodology of market prices;
(2) the fundamental sum-of-the-parts methodology, commonly used by the
markets to estimate the value of a group operating across a range of
activities in which the major assets are valued according to a discounted
cash flow method.
With regard to Telecom Italia, account was also taken of the expected
distribution of reserves up to a maximum level of 1,333 million euros.
Post-merger share capital
Taking into account the amount of the authorized share capital of Olivetti
( 11,926,697,278, represented by 11.926.697.278 ordinary shares of 1 each),
as well as the level of debt following the merger and the "debt / equity
ratio" of the principal European competitors, it is deemed appropriate, in
the interests of all Olivetti and Telecom Italia shareholders (ordinary and
savings shareholders as well), to service the merger exchange ratio by
redistributing post-merger Olivetti capital among Olivetti and Telecom
Italia shareholders, without further increase of Olivetti authorized share
capital, including therefore the amounts already approved to serve
Olivetti's
convertible bonds.
Furthermore, it was considered appropriate to adjust the par value of
Olivetti shares - ordinary and savings - post the merger to EUR0.55 (equal
to the par value of Telecom Italia shares) in place of the present par value
of EUR 1.
More precisely, when the merger takes place, the shareholders of Telecom
Italia and Olivetti will be allotted:
(a) as regards Telecom Italia ordinary shareholders, 3.518341 new ordinary
Olivetti shares (par value EUR 0.55) for each ordinary share held in Telecom
Italia when the merger takes effect;
(b) as regards Telecom Italia savings shareholders, 3.547656 new Olivetti
savings shares (par value EUR 0.55) for each savings share held in Telecom
Italia when the merger takes effect;
(c) as regards Olivetti shareholders, 0.506808 new ordinary Olivetti shares
(par value EUR 0.55) for each of the shares held in Olivetti when the merger
takes effect.
The necessary technical steps to manage the rounding and the splitting of
the shares will be undertaken.
As a result of the re-assignment of the share capital:
-- the Olivetti shares allotted to Olivetti and Telecom Italia shareholders
(ordinary and savings shares) will reflect precisely the exchange ratio
established, in accordance with the ratio of the two companies' equity
values as confirmed by the valuations made by the experts appointed
respectively by Olivetti and Telecom Italia;
-- the reduction in the par value of Olivetti shares (from EUR 1 to EUR
0.55) will not alter the economic value of the shares held by each Olivetti
shareholder before and after the transaction. In fact the exchange ratio is
not affected by the par value of the two companies to be merged, but depends
exclusively on the ratio between the equity values of the two companies. In
others words, post-merger Olivetti shareholders will receive lower par value
Olivetti shares but the equity value with respect to the previous shares
will be identical, given the fairness of the exchange ratio;
-- taking into account that the assets and liabilities of Telecom Italia
will be consolidated on the balance sheet of Olivetti at their current book
value, no deficit will be generated by the exchange ratio, which would have
adversely affected the distribution of dividends in future years.
-- a surplus of 4 billion euros, resulting from the exchange, will be
generated. This surplus could be reduced in the event of higher withdrawals
by Olivetti shareholders. In case all shareholders (other than Olimpia and
the holders of convertible bonds with a maturity date 2010) withdraw, a
deficit (instead of a surplus) would be generated. Such deficit could total
approximately 450 million euros.
Improved rights for Telecom Italia savings shareholders
As concerns, in particular, the holders of Telecom Italia savings shares,
the preferential rights set out in article 7 of the by laws of Telecom
Italia will be retained. In addition, it is proposed that a provision be
included in the by laws of the company resulting from the merger that
savings share privileges with respect to dividends may also be satisfied
with distribution of reserves.
It is also important to note that as a result of the increase, at equal par
values, of the number of savings shares attributed to holders of savings
shares as a result of the exchange ratio, there will be a corresponding
increase in the amount of the dividends due as the preferential right of
such shareholders.
Olivetti will change its company purpose and adopt that of Telecom Italia as
well as adopting the Telecom Italia name
In connection with the merger, Olivetti will modify its company purpose by
adopting that of Telecom Italia and the company resulting from the merger
will take the name of Telecom Italia. Olivetti shareholders will, therefore,
be entitled to exercise withdrawal rights, as provided for by the law.
Olivetti financing for EUR 9 billion.
Olivetti will enter into a facility agreement for 9 billion euros to meet
the needs arising from any withdrawal rights. The facility, arranged by JP
Morgan and underwritten by domestic and international banking institutions,
will be structured in three tranches maturing at 18, 24 and 36 months and
forms part of an overall facility amounting to EUR 15.5 billion, of which
EUR 6.5 billion will be available to the company resulting from the merger
to refinance debt maturing within the next 18 months. Consolidated net debt
of the company resulting from the merger is expected to total approximately
40 billion euros for 2003 and to be reduced to approximately 34 billion
euros in 2004.
Possible partial voluntary tender offer for Telecom Italia shares
As already stated, the entire amount of the EUR 9 billion not used to
finance withdrawal rights by Olivetti shareholders will be applied to the
tender offers.
The price offered will be determined by the weighted average of market
prices from 12 March 2003 to the date when the Extraordinary General Meeting
approves the merger project, with a 20% premium. This price shall not,
however, be higher for Telecom Italia ordinary shares than EUR 8.40 per
share and EUR 5.65 per share for Telecom Italia savings shares. Furthermore,
the price shall not be lower than EUR 7 for each Telecom Italia ordinary
shares and EUR 4.70 for each Telecom Italia savings shares.
In the event that there are no withdrawal rights exercised by Olivetti
shareholders:
(a) if the offer were made at the above minimum prices (EUR 7 per ordinary
share and EUR 4.70 per savings share), it would represent 19.4% of the
ordinary share capital and 19.4% of the savings share capital; and
(b) if the offer were made at the above maximum prices (EUR 8.40 per
ordinary share and EUR 5.65 per savings share), it would represent 16.1% of
the ordinary share capital and 16.1% of the savings share capital.
The offer will be launched only following the exercise of the Olivetti
withdrawal rights and will not include minimum thresholds. It will not
proceed in the event that the merger fails to be entered into the register
of companies. It is expected that the offer will take place between the
second half of June and July 2003.
Preliminary timing
The preliminary timing of the transaction provides for:
-- granting holders of convertible Olivetti bonds the right to convert these
bonds in the month following the publication of the special announcement
made pursuant to article 2503-bis of the Italian civil code;
-- the approval by the Boards of Directors of Olivetti and Telecom Italia of
the merger project by the end of April;
-- the calling of Extraordinary Shareholders' Meetings in May to approve the
merger and, at the same time, the Ordinary Shareholders' Meeting to approve
the financial statements for the year ending 31 December 2002;
-- the exercise of the withdrawal rights will be available during a
fifteen-day period following the Shareholders' meeting; after the
fifteen-day period the annual dividend will be paid (therefore within the
end of June)
-- the possible launch of the partial voluntary tender offer by Olivetti
after the above-mentioned Shareholders' Meetings to approve the merger;
-- the completion of the merger by the end of July 2003, as the desired
deadline, subject to the completion of all the formalities required both in
and outside Italy in connection with the issue of the legal authorizations.
The above-mentioned transactions are subject to the approval and successful
outcome of discussions with the Ministry of Treasury and the competent
supervisory authorities, including Consob.
* * * *
The merger described herein relates to the securities of two foreign
companies. The merger in which Telecom Italia ordinary shares will be
converted into Olivetti ordinary shares is subject to disclosure
requirements of a foreign country that are different from those of the
United States. Financial statements included in the document, if any, will
be prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of United States companies. It may be
difficult for you to enforce your rights and any claim you may have arising
under the federal securities laws, since Olivetti and Telecom Italia are
located in Italy, and some or all of their officers and directors may be
residents of Italy or other foreign
countries. You may not be able to sue a foreign company or its officers or
directors in a foreign court for violations of the U.S. securities laws. It
may be difficult to compel a foreign company and its affiliates to subject
themselves to a U.S. court's judgment. You should be aware that Olivetti may
purchase securities of Telecom Italia otherwise than under the merger offer,
such as in open market or privately negotiated purchases.
TELECOM ITALIA: Board of Directors Adopt 2002 Draft Accounts
------------------------------------------------------------
Revenues: 30,400 million euros, (-1.4% compared with 2001) +3.8% excluding
exchange rates and changes to the consolidation area
Gross operating result: 13,964 million euros, (+2.5% compared with 2001)
+4.9% excluding exchange rates and changes to the consolidation area
Gross operating result/revenues ratio: 45.9% (44.2% in 2001)
Operating income: 7,381 million euros (+10.6% compared with 2001) +9.9%
excluding exchange rates and changes to the consolidation area
Operating income/revenues ratio: 24.3% (21.7% in 2001)
Result before extraordinary items and tax: 5,218 million euros (2,719
million euro in 2001)
Balance of extraordinary income and charges -5,637 million euros (-3,452
million in 2001)
Consolidated net result: -322 million euros (-2,068 million euros in 2001),
though a 297 million euro profit prior to minorities
Debt: 18,118 million euros (-3,824 million euros compared with year-end
2001)
Free cash flow: 8,610 million euros (+2,620 million euros compared with
2001)
Telecom italia spa
Revenues: 17,055 million euros, down (-1.5% compared with 2001) as a result
of price reductions
Gross operating result/revenues ratio: 44.3% (43.7% in 2001)
Operating income: 4,045 million euros (+1.6% compared with 2001)
Operating income/revenues ratio: 23.7% (23% in 2001)
Result before extraordinary items and tax: 4,422 million euros (+22.6%
compared with 2001)
Net result: -1,645 million euros (151 million euros in 2001)
Debt: 15,128 million euros (-1,785 million euros compared with year-end
2001)
At the Meeting, the Board of Directors chaired by Marco Tronchetti Provera
adopted the 2002 draft accounts.
The Telecom Italia Group in 2002
The 2002 financial year closed with the 2002-2004 Business Plan targets met
and in many cases bettered. Efficiency savings on cash cost (operating costs
+ investments) of 1,631 million euros were achieved, equivalent to 80% of
the three-year 2 billion euro target set.
Disposals worth 4,771 million euros were completed, which was sufficient to
improve upon the disposals plan targets established in November 2001; the
total figure now stands at 5.2 billion euros. The initial plan target, for
September 2003, was set at 5 billion euros.
The results achieved through efficiency gains and the disposals plan have
strongly impacted Group debt. At year-end 2002 debt was down to 18.1 billion
euros, a figure that improved upon the 18.3 billion euro Plan target.
Profitability also posted a major improvement in 2002. The gross
operating result/revenues ratio was up from 44.2% in 2001 to 45.9%, and the
operating income/revenues ratio rose from 21.7% in 2001 to 24.3%.
The Group's corporate structure has also been streamlined: the number of
companies has been reduced from 714 to 416.
On 12 December 2002 the Telecom Italia Shareholders' Meeting resolved to
reclassify and distribute reserves up to a maximum of 1,000 million euros,
corresponding to a rate of 0.1357 euros per ordinary and savings share. The
sum of 987 million euros was paid out on 19 December 2002.
TELECOM ITALIA GROUP
During the course of 2002 the 9Telecom Group, Telespazio Group and the
companies of Sogei S.p.A., Consiel S.p.A., Datahouse S.p.A., Emsa S.p.A.,
Immsi S.p.A. and Telimm S.p.A. all exited the consolidation area. Over the
same period, the Webegg Group and Epiclink S.p.A., Netsei S.p.A. and Blu
S.p.a. companies were consolidated.
Group revenues amounted to 30,400 million euros, down by 1.4% on the
preceding year (30,818 million in 2001). Organic growth amounted to 3,8%
excluding exchange rate differences (-763 million euros) and changes to the
area of consolidation (-755 million euros). The Mobile Business Unit was the
main engine of revenue growth.
The gross operating result amounted to 13,964 million euros (an increase of
2.5% compared with 2001), a rise of 4.9% without taking into account
exchange rates (-186 million euros) and alterations to the consolidation
area (-120 million euros). The gross operating result was equivalent to
45.9% of revenues (44.2% in 2001). In 2002 the gross operating result was
impacted by reduced consumption of materials and external services (-3.7%
compared with 2001) and lower labor costs (-2.5% compared with 2001).
Operating income amounted to 7,381 million euros, a 707 million euro
improvement (+10.6% compared with 2001, +9.9 in organic growth terms)
achieved through higher revenues, which rose from 21.7% in 2001 to 24.3% in
2002. The improvement reflects both a better gross operating result and
lower write-downs. In particular write-downs for goodwill fell by 178
million euros, from 1,022 million euros in 2001 to 844 million euros in
2002, mainly as a result of write-downs undertaken in 2001.
The result before extraordinary items and tax was 5,218 million euros (2,719
million euros in 2001).
This was offset by the balance of extraordinary income and charges, which
came to - 5,637 million euros (-3,452 million euros in 2001) and included:
capital gains of 2,413 million euros from the disposal of equity interests
(264 million euros in 2001) following the sale of AUNA, Bouygues Decaux
Telecom, Mobilkom Austria, Lottomatica, Telemaco
Immobiliare, Telespazio and the Tiglio project; write-downs for goodwill and
the put/call pledge on SEAT PG shares worth an aggregate of 3,486 million
euros. This item was written down by adjustment to its market value (on the
basis of the average ordinary share listing over the second half of 2002),
in consideration of the fact that the Group no longer considers its
Directories business to be of a strategic nature. Provisions of 569 million
euros were made in 2001 to cover the put/call pledge on SEAT PG shares;
write-downs and goodwill on equity interests of 2,751 million euros (2,984
million euros in 2001), principally regarding Aria-Is TIM Turkey, Netco
Redes, Corporacion Digitel and Blu; miscellaneous extraordinary charges of
1,813 million euros (732 million euros in 2001), inclusive of provisions in
2002 associated with disposal of the equity stake in the 9Telecom Group, the
capital loss on the disposal of shares in Telekom Austria AG, charges
sustained as a result of extraordinary operations regarding equity
interests, charges sustained for provisions regarding redundancies and
personnel mobility, and
allocations to reserves.
The pre-tax result corresponded to a 419 million euro loss, which was a 314
million euro improvement compared with the preceding year. This improvement
may be ascribed to significant growth in operating income (+707 million
euros compared with 2001) and an improved balance of long-term investment
income and charges and equity interests (+1,792 million euros compared with
2001).
The consolidated net result for 2002 was a 322 million euro loss (against a
profit of 297 million euros prior to minority interests). This compares with
the 2001 loss of 2,068 million euros (a 1,658 million euro loss prior to
minorities). Investments amounted to an aggregate of 6,919 million euros
(11,257 million euros in 2001). The figure is sub-divided between 4,842
million euros of capital expenditure and 1,708 million euros of long-term
investments, plus a further 369 million euros in goodwill.
Free cash flow stood at 8,610 million euros, following an increase of 2,620
million euros; this item amounted to 28.3% of revenues (19.4% for 2001).
Net financial borrowings equal to 18,118 million euros were down by 3,824
million euros compared with year-end 2001 (21,942 million euros) after
pay-out of dividends and the distribution of reserves totalling 4,945
million euros substantially balanced by disposals undertaken 2002 worth
4,771 million euros in aggregate. Stakes were disposed of in AUNA (1,998
million euros), Bouygues Telecom (750 million euros), Mobilkom Austria (756
million euros), Lottomatica (212 million euros), Sogei (176 million euros),
Telemaco Immobiliare (192 million euros), IMMSI (69 million euros), Tiglio
(328 million euros), Telekom Austria (559
million euros), Telespazio (239 million euros), 9Telecom (-529 million
euros) and sundry others (21 million euros).
The structure of debt was also improved: debt maturing beyond one year rose
from 64% of the year-end 2001 total to 75% at year-end 2002.
Group headcount at year-end 2002 was 101,713, a 8,243 fall (109,956 in
2001). Of this number, 2,883 left through changes to the consolidation area
and 5,360 as a result of turnover-related personnel number reductions.
TELECOM ITALIA SPA
Telecom Italia S.p.A. revenues in 2002 amounted to 17,055 million euros, a
slight reduction compared with the preceding year (17,309 million euros).
This drop may be ascribed essentially to price cuts brought in by regulatory
policy.
The gross operating result of 7,549 million euros was 22 million euros lower
than the result for 2001 financial year (7,571 million euros), and
corresponded to 44.3% of revenues (43.7% in 2001).
Operating income equal to 4,045 million euros registered a 62 million euro
increase compared with the 2001 financial year (3,983 million euros), and
was equivalent to 23.7% of revenues (23% in 2001).
The result before extraordinary items and tax was 4,422 million euros (3,606
million euros in 2001), a 22.6% increase compared with the preceding
financial year.
The net result was a 1,645 million euro loss. The company registered a
profit of 151 million euros in 2001. This year's performance may principally
be ascribed to a worse balance of extraordinary income and charges,
corresponding to -6,093 million euros (-2,893 million euros in 2001), which
was partially offset by improved income from operations (+62 million euros
compared with 2001), a better balance of long-term equity investment income
and charges (+754 million euros compared with 2001) and lower taxes on
income (+588 million euros compared with 2001).
The dividend policy pursued the goal of ensuring a pay-out to shareholders
to match the dividend payout distributed for the 2001 financial year.
Reserves worth 987 million euros were distributed in December 2002
(corresponding to a dividend payout of 0.1357 euro per share); the remaining
portion shall be addressed in a resolution to be put before the
Shareholders' Meeting that convenes to adopt the 2002 financial statements
equal to 0.1768 euro per ordinary share and 0.1878 per savings share,
through withdrawal of reserves from income and capital.
Net financial borrowings, equal to 15,128 million euros, were brought down
by 1,785 million euros compared with year-end 2001 (16,913 million euros).
The improvement over 2001 was generated by money supply from operations
(7,845 million euros), which more than covered commitments on investment
(2,322 million euros), pay-out of dividends for the 2001 financial year, and
a distribution of profit and profit reserves amounting to an aggregate total
of 3,293 million euros.
EVENTS OCCURRING AFTER 31 DECEMBER 2002
Renewal of first 2001 securitization tranche On 22 January the TI
Securitisation Vehicle company renewed the first 100 million tranche of
Asset Backed shares issued on 29 January 2001. This transaction falls under
the Telecom Italia telephone bill securitization plan.
Disposal of TI logistics company arm On 27 January Telecom Italia announced
a deal with TNT Logistics Italia whereby TNT takes over the stocking and
distribution of fixed-line telephony products for customers and Telecom
Italia Network assistance and installation. Among other factors, the deal
includes the transfer to TNT Logistics of a portion of the Telecom Italia
company comprising 6 central warehouses, 100 outlying warehouses and over
4.5 million pieces of telephone sets
and telephone installation articles annually. Devised to promote a company
focus on core business, the agreement became operational on 5 March 2003,
upon receipt of clearance from the Italian Competition Authority and
completion of union consultation procedures.
Acquisition of equity in Consodata
On 12 February Seat Pagine Gialle acquired 1,108,695 ordinary shares in
French subsidiary Consodata S.A.- quoted on the Paris Nouveau March, stock
exchange - after the founding shareholders' exercised their option to sell,
which was extended to them under an agreement made originally by the
preceding Seat PG management on 31 July 2000. This transaction, undertaken
at an agreed consideration of 44 euros per share - making an aggregate of
approximately 48.8 million euros - has enabled Seat PG to acquire a further
8.17% of the company share capital and voting rights, thereby raising its
stake in Consodata S.A. to 98.60%.
Disposal of Telekom Srbija
On 28 December 2002 the Telecom Italia Group announced that it had struck a
deal for the sale to PTT Srbija of its 29% holding in Telekom Srbija. The
deal was finalized on 20 February 2003 and the operation is expected to be
completed by the end of June. PTT is to pay 195 million euros, of which 120
million in four monthly instalments starting from February 2003, and the
remainder to be settled in six half-yearly instalments from January 2006.
The shares disposed of shall be deposited with an international bank until
payment of the consideration is complete.
Telecom Italia - Hewlett-Packard deal
On 21 February Telecom Italia and Hewlett-Packard struck a five-year
management services and outsourcing deal worth a total of 225 million euros.
Under the agreement, HP is to supply asset management, help desk,
maintenance and administration operations regarding 90,000 Telecom Italia
workstations, drawing upon the skills of around 600 IT Telecom specialists
who will be transferred to a new HP entity specialized in these services.
For its part, IT Telecom is to house the systems and administer HP Italia's
SAP environment operations. The agreement will lead to a closer focus on
core business and generate efficiency gains through the realization of
distributed environment management savings. The deal becomes binding and
operational once consultations have been completed with the unions and a
go-ahead has been received from the Italian Competition Authority.
Telecom Italia share buyback
Under the buyback plan authorized by the Ordinary Telecom Italia
Shareholders' Meeting of 7 November 2001, it should be noted that during the
period between 1 January and 12 March 2003, 54,309,500 savings shares were
acquired at an average price of 5.24 euros per share, corresponding to an
investment of 285 million euros, plus 6,195,500 ordinary shares at an
average price of 8 euros per share, corresponding to a 50 million euro
investment.
BUSINESS UNIT RESULTS BREAKDOWN
DOMESTIC WIRELINE
Domestic Wireline, the Telecom Italia fixed-line network business unit,
posted much improved operating and economic figures in 2002 compared with
the preceding year.
Revenues amounted to 17,022 million euros, after registering a 0.9% decline
compared with 2001. This slight drop was significantly less than in 2001
(-1.4% compared with 2000), and is a major achievement accomplished by
effective positioning on the telephony market, the core business for the
Domestic Wireline business unit, and significant growth in the broadband,
innovative data services and value added services markets. This reflected
the deep penetration of flat-rate voice offerings, which now apply to more
than 5.2 million lines, corresponding to a 24% penetration of DW's client
base, a stabilization of the traffic market share (+0.1% compared with
2001), and an expansion of broadband offerings, which has pushed the market
up to 850,000 access lines. Particularly impressive growth was recorded in
the innovative data services and Web services market, which offset the fall
registered in traditional data and leased line services, where prices are
regulated and a migration towards innovative solutions is underway.
The gross operating result, equal to 7,965 million euros, was up by a
healthy 2.8% compared with the preceding financial year. This was equivalent
to 46.8% of revenues, against 45.1% in 2001.
Operating income amounted to 4,700 million euros, a rise of 7.8% compared
with 2001. Operating income corresponded to 27.6% of revenues in 2002,
against 25.4% for the preceding year.
In 2002 Domestic Wireline confirmed its major commitment to investment after
investing 2,462 million euros, equivalent to 14.5% of annual revenues.
MOBILE SERVICES
In 2002 TIM SpA consolidated its position as Italy's number one mobile
telephony company, and currently supplies 25.3 million lines (+5.7% compared
with the preceding year).
TIM Group revenues for 2002 were equal to 10,867 million euros, having
registered growth of 6.0% compared with the 2001 financial year (10,250
million euros).
The gross operating result amounted to 5,039 million euros, after posting a
5.9% rise compared with the 2001 financial year (4,760 million euros). The
gross operating result amounted to 46.4% of revenues.
Operating income was 3,358 million euros, up 7.1% compared with the 2001
financial year (3,136 million euros).
Consolidated net income for the TIM parent company amounted to 1,165 million
euros, after registering a 22.6% rise compared with the 2001 financial year
(950 million euros).
TIM Group-supplied mobile lines increased by 12.2% to reach 39.1 million, a
rise of 12.2% compared with the 34.9 million year-end 2001 figure.
TIM S.p.A. revenues for the 2002 financial year reached 8,915 million euros
(9,022 million euros inclusive of former Blu S.p.A. company operations),
compared with 8,357 million euros for the 2001 financial year. This
corresponds to growth of 6.7%. Revenues from Value Added Services (VAS)
amounted to 752 million, after posting an increase in excess of 41% compared
with the 2001 financial year.
The gross operating result totalled 4,529 million euros (4,404 million euros
inclusive of former Blu S.p.A. company operations), corresponding to 7.2%
growth over 2001 (4,225 million euros). The gross operating result
corresponded to 50.8% of revenues (50.6% in 2001).
Operating income amounted to 3,323 million euros (3,153 million euros
inclusive of former Blu S.p.A. company operations), after a 2.8% rise (3,231
million euros in 2001).
LATIN AMERICA (CHILE, BOLIVIA)
Revenues amounted to 1,409 million euros. The 8.1% reduction compared with
2001 may essentially be ascribed to currency fluctuations, which had a
negative aggregate impact of 212 million euros. Stripping out this factor,
consolidated revenues grew by 5.7%.
The gross operating result, at 450 million euros, came down by 77 million
euros (-14.6%) compared with 2001. Of this sum, approximately 65 million
euros may principally be ascribed to exchange rate fluctuations. Not taking
the variations into account, the gross operating result fell by 2.3%
compared with 2001.
Operating income, equal to 146 million euros, followed the same trend as the
gross operating result.
During 2002 the Telecom Italia Group sold off a portion of its equity stake
in Solpart Participa?oes SA (indirectly in control of Brasil Telecom) for
US$47,000. As a result of this move the Solpart stake was reduced from
37.29% to 19%, which was necessary to remove the regulatory impediment that
had been preventing the TIM Group from rolling out its nationwide GSM
service in Brazil.
INTERNET & MEDIA
In 2002 Seat PG, the Telecom Italia Group media business unit whose
operations span telephone publishing, the Internet and television,
repositioned its core business, consolidated its presence on its market of
operates, and enhanced its in-house sales structure.
The Seat Pagine Gialle Group registered aggregate revenues in 2002 equal to
1,991 million euros (+1.7% compared with year-end 2001), for a consolidated
net profit of 14 million euros. This compares with a 313 million loss
reported in 2001.
In a particularly harsh economic climate, management has concentrated on
rationalizing operations and containing costs. For the first time, all
spheres of activity generated a gross operating profit - with the exception
of Television, which nevertheless drastically reduced the losses it
incurred.
The highest growth area was domestic Italian telephone publishing
operations, for which revenues grew by 3.7%, even after taking into account
the incidence of companies disposed of during 2002 and consequently leaving
the consolidation area.
The Group's headline results are 33.6% growth in gross operating profit to
593 million euros (equivalent to 29.8% of revenues) and operating income up
by 31 million euros on 2001 to 232 million euros for 2002. These results
have been accomplished through the disposal of loss-making activities and
through major efficiency gains posted in particular in the Internet,
Directories and Directory Assistance sectors.
Debt was brought down from 922 million euros in 2001 to 680 million euros at
year-end 2002, thanks to strong operating cash flow and implementation of
rationalization moves.
INFORMATION TECHNOLOGY MARKET
The Information Technology for the Market Business Unit (Finsiel Group) was
established early in 2002 following a reorganization of operations
undertaken by splitting the preceding Information Technology Services
Business Unit by customer type. The BU has responsibility for Group IT
operations oriented towards external markets.
The results achieved in the 2002 financial year in comparison with the 2001
financial year results, which have been reclassified on equivalent terms. It
should be noted that Sogei was only consolidated for the first six months of
2002, and Consiel for the first eight months of 2002.
Revenues, equal to 912 million euros, recorded a slight fall compared with
2001 (960 million euros). The gross operating result of 104 million euros
was down compared with 2001 (137 million euros). Operating income, equal to
61 million euros, fell compared with 2001 (100 million euros).
In 2002 Finsiel Group offerings were rationalized through a refocus on
vertical markets (government, finance and enterprise).
INFORMATION TECHNOLOGY GROUP
The Information Technology for the Group operating unit (IT Telecom S.p.A.)
was established early in 2002 following a reorganization of operations
undertaken by splitting the preceding Information Technology Services
Business Unit by customer type. The BU has responsibility for Group IT
operations targeted at the Telecom Italia Group. It also encompasses the
operations undertaken by the TILab Group, a unit with the brief to identify
and manage innovative ventures and open up new business opportunities for
Group companies and the external market.
The results achieved in the 2002 financial year in comparison with the 2001
financial year results, which have been reclassified on equivalent terms.
During 2002 the companies of Netsiel, Saritel, Sodalia and Telesoft were
merged with and incorporated into IT Telecom S.p.A. as part of a broader
reorganization of Telecom Group holdings.
Revenues, corresponding to 1,215 million euros, recorded growth compared
with 2001 (1,198 million euros). The gross operating result of 140 million
euros was down compared with 2001 (188 million euros). Operating income,
corresponding to 21 million euros, was pegged back by price cuts to below
the 2001 operating profit of 22 million euros).
Milan, March 12, 2003
TELECOM ITALIA: Affirmed on Merger News, Outlook to Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its 'BBB+'
long-term and 'A-2' short-term corporate credit ratings on Italy's dominant
telecommunications operator Telecom Italia SpA (TI), and revised its outlook
on the company to stable from positive. At the same time, Standard & Poor's
placed its 'BBB' long-term corporate credit rating on Olivetti SpA--TI's
parent company, with 55% of the voting and 40% the economic interests -- on
CreditWatch with positive implications.
The actions followed the announcement today by Olivetti's management of
plans to merge Olivetti and TI through a share-exchange transaction. Prior
to the merger's execution, Olivetti will launch a cash-out offer for the
interests of its own dissenting shareholders, as well as a voluntary and
partial public tender offer for TI's savings and minority ordinary
shares--the size of which will be determined after the cash-out period.
The merger will occur upon completion of these two transactions. The
cash-out offer and public tender offer--which will be exclusively
debt-financed--will increase debt by a total of EUR 9 billion.
"Once the merger is final, and assuming no other material change in
Olivetti-TI's credit profile, the long-term rating on Olivetti will be
equalized with that on TI, and the long- and short-term ratings on the
merged entity Olivetti-TI will match those currently assigned to TI
('BBB+'/'A-2'), with a stable outlook," said Standard & Poor's credit
analyst Guy Deslondes.
Although the debt-financed transaction will materially impair near-term
consolidated credit measures, Standard & Poor's believes that the merger
will carry substantial credit benefits over the intermediate term.
"It will immediately result in a significant reduction in TI's dividend
outflow--by EUR1 billion, representing the share of TI's dividends paid to
its parent company--and therefore increase the new group's overall
debt-reduction capacity," added Mr. Deslondes. "In addition, the transaction
will give Olivetti's current creditors full access to the strong cash flow
generation of TI's fixed-line business, thereby eliminating the weakest
credit factor for the combined entity--the poor coverage of Olivetti's debt
and interest expenses by TI's dividend payments."
Finally, the merger will enhance TI's flexibility to reduce its dividend
payout over time. In this respect, Olivetti's shareholding
structure--including the financial position of its main shareholder,
Olimpia--will continue to be closely monitored by Standard & Poor's. For the
short term, Standard & Poor's views the significant dilution of Olimpia's
ownership in the new group as a result of the transaction as positive from a
credit standpoint.
The affirmation of TI's ratings takes into account management's deleveraging
strategy and the new group's debt-reduction capacity, as well as TI's
superior business profile. "Although Olivetti-TI will carry materially
higher leverage over the short term, Standard & Poor's believes that the new
group's capacity to generate solid free cash flow, combined with the
expected realization of certain asset disposals and substantial tax assets,
should enable debt-protection measures to rapidly return to levels more in
line with the rating category," concluded Mr. Deslondes. On a proportionate
basis (to reflect TI's ownership in Telecom Italia Mobile), and taking into
account lease adjustments, asset-backed obligations, and certain guarantees
and put options, the group's post-transaction credit measures will decline
to weak levels--including a ratio of net debt to EBITDA that could be as
high as 4x at year-end 2003 (depending of the timing of certain asset
disposals)--but should return to below 3.5x at year-end 2004, similar to
current levels.
=====================
N E T H E R L A N D S
=====================
GETRONICS N.V.: Presents Supplement to Prospectus Published
-----------------------------------------------------------
Supplement to Revised Preliminary Prospectus published
Getronics published a supplement to the Revised Preliminary Prospectus dated
February 14, 2003. The Supplement following the extension of the Tender
Period for its Revised Invitation to Tender on 3 March 2003, contains
certain additional information in connection with the Revised Invitation to
Tender and incorporates by reference the Company's 2002 annual report,
including its audited financial statements for the year ended 31 December
2002, (together with the auditors' report and
explanatory notes), and is also required for regulatory purposes. The
Supplement should be read in conjunction with the Revised Preliminary
Prospectus.
Availability of the Supplement and the Annual Report The Supplement will be
available as of 09:00 hours, CET, Wednesday and the Annual Report as of
10:00 hours, CET, Wednesday on the website of Euronext Amsterdam
(http://www.euronext.com),for Dutch residents only, and Getronics
(http://www.getronics.com),(in the case of the Supplement) upon
certification as to status.
The Supplement in the English language will be available upon request and
free of charge as of 13 March 2003 at the offices of:
ABN AMRO Bank N.V.
Equity Capital Markets
HQ 7006 Gustav Mahlerlaan
101082 PP
Amsterdam
Tel.: +31 20 383 6707
Fax: +31 20 628 0004
ING Investment Banking
Foppingadreef 71102 BD
Amsterdam
Tel.: +31 20 563 8523
Fax: +31 20 563 8543
Getronics NV
Donauweg 101043 AJ
Amsterdam
Tel.: +31 20 586 1964
Fax: +31 20 586 1455
The Revised Invitation to Tender is conditional upon (i) the adoption of
certain resolutions by the shareholders of the Company at a new EGM
(scheduled to be held on March 27, 2003) and (ii) the adoption of certain
bondholders' resolutions at the bondholder meetings, scheduled to take place
on March 19, 2003.
Holders of Existing Bonds who have already tendered Exchange Offers and have
submitted proxy and voting instructions and who wish to continue to
participate in the Revised Invitation to Tender should contact the bank or
stockbroker to whom they submitted their original Exchange Offer during the
Tender Period in accordance with the procedures agreed between them. This is
because they will need to submit (before 15:00 hours, CET, on March 25,
2003) new proxy and voting instructions as a result of the extension of the
Tender Period.
Failure to do so, however, will not prevent them from continuing to
participate in the Revised Invitation to Tender, which does not require any
action on their part, but will mean that they will not be represented at the
meetings of holders of 2004 Bonds and/or 2005 Bonds (as the case may be).
Holders who wish their proxy and voting instructions to be effective for the
meetings of holders of 2004 Bonds and/or 2005 Bonds to be held on March 19,
2003 must submit their new proxy and voting instructions on or before March
14, 2003.
Holders of Existing Bonds who have already tendered Exchange Offers and who
no longer wish to participate in the Revised Invitation to Tender may
withdraw their original Exchange Offer(s) prior to 17:30 hours, CET, on
Friday March 14, 2003. After such time, holders will be deemed to have
submitted an irrevocable Exchange Offer on the terms described in the
Prospectus, as supplemented by the Supplement.
New Timetable
Annex I of this press release shows a summary of the expected new timetable
for the Revised Invitation to Tender. This timetable is
subject to change in the event of a further extension or a termination of or
amendment to the Revised Invitation to Tender.
ABN AMRO Rothschild and ING Investment Banking are acting as Joint Global
Coordinators for the Revised Invitation to Tender. ABN AMRO Bank N.V. is
acting as Exchange Agent, Listing Agent for the new Ordinary Shares and
Warrants to be issued, and as Warrant Agent. ABN AMRO Corporate Finance is
acting as financial adviser to Getronics.
Terms used in this press release are as defined in the Revised Preliminary
Prospectus as supplemented by the Supplement.
About Getronics
With approximately 25,000 employees in over 30 countries, Getronics is one
of the world's leading providers of vendor independent solutions and
services to professional users of Information and Communication Technology
(ICT). Through consulting, integrating, implementing and managing
Infrastructure Solutions and Business Solutions, Getronics helps many of the
world's largest global and local organisations to maximise the value of
their technology investment and improve interaction with their customers.
Getronics' headquarters are in Amsterdam, with regional head offices in
Boston and Singapore. Getronics' shares are traded on Euronext Amsterdam
('GTN').
Annex I
The following is a summary of the expected new timetable for the Revised
Invitation to Tender. This timetable is subject to change in the event of a
further extension or a termination of or amendment to the Revised Invitation
to Tender.
Date and Time Event
(All times are CET)
March 12, 2003 Publication of the Supplement and
Notice of EGMPublication of the Supplement. Notice of EGM
published.
10:00 hours 2004 Meeting and 2005 Meeting
March 19, 2003 Meetings of holders of the 2004 Bonds and 2005 Bonds
at Restaurant Rosarium, Amstelpark 1, 1083 HZ Amsterdam at which it is
expected that such holders will vote (by proxy or otherwise) on certain
proposals including, among other things, a proposal to convert all of the
2004 Bonds and 2005 Bonds into new Ordinary Shares and cash.
15:00 hours Expiration Time on Expiration Date; end
March 25, 2003 of Tender Period; and suspension of
trading of
Existing Bonds on Euronext Amsterdam
Expiration Time on Expiration Date; end of Tender Period; and suspension of
trading of Existing Bonds on Euronext Amsterdam.
After close of business Press release
March 25, 2003 Press release announcing results of Revised
Invitation to Tender.
10.00 hours Second 2004 Meeting(if any) and/or Second
2005 Meeting (if any)
March 27, 2003 Meeting(s) of holders of the 2004 Bonds and 2005
Bonds (if any) at Restaurant Rosarium, Amstelpark 1, 1083 HZ Amsterdam at
which it is expected that such holders will vote (by proxy or otherwise) on
certain proposals including, among other things, a proposal to convert all
of the 2004 Bonds and/or 2005 Bonds into new Ordinary Shares and cash. Such
meeting(s) will be held if the quorum requirements(s) for such meeting(s)
is/are not met on 19 March 2003.
16:00 hours EGM
March 27, 2003 Extraordinary General Meeting of shareholders of the
Company at Restaurant Rosarium, Amstelpark 1, 1083 HZ Amsterdam for the
proposed adoption of, among other things, resolutions relating to an
amendment of the Articles of Association to effect an increase in the
authorized share capital and the consolidation of Ordinary Shares, a
supplemental grant of authority to the Board of Management (after approval
by the Supervisory Board) to issue new Ordinary Shares (including the right
to grant rights to acquire Ordinary Shares) for the period of up to the
forthcoming annual General Meeting and a
supplemental grant of authority to the Board of Management (after the
approval by the Supervisory Board) to limit or exclude pre-emptive rights of
holders of Ordinary Shares for the same period and the election of Mr.
Ruckert and Mr. Wagenaar to the Board of Management.
After close of business Acceptance (if any) of Exchange Offers
March 27, 2003 Acceptance (if any) of Exchange Offers
March 28, 2003 Publication of final Prospectus; Record Date for the
Mandatory Conversion and Warrants (after close of trading) and, if Revised
Invitation to Tender does not become unconditional, date on which trading of
Existing Bonds resumesPublication of the final Prospectus.Record Date (after
close of trading) for the Mandatory Conversion and Warrants.If Revised
Invitation to Tender does not become unconditional, trading of Existing
Bonds on Euronext Amsterdam resumes at 09:00 CET.
March 31, 2003 Settlement Date and admission to listing of the new
Ordinary Shares to be issued pursuant to the Revised Invitation to Tender
and the Mandatory Conversion; admission to trading and listing of
WarrantsSettlement Date and admission to listing on Euronext Amsterdam of
the new Ordinary Shares to be issued pursuant to the Revised Invitation to
Tender and the Mandatory Conversion.Admission to trading and listing on
Euronext Amsterdam of the Warrants.
After close of trading
April 1, 2003 Record Date for the share consolidation Record Date for
the share consolidation.
April 2, 2003 First day of trading of New Nominal Value Ordinary
Shares
First day of trading of New Nominal Value Ordinary
Shares
On or about April 7, 2003
Share Consolidation DateDate on which the
consolidation of 250 Ordinary Shares into one New Nominal Value Ordinary
Share is expected to become effective.
CONTACT: GETRONICS N.V.
Getronics Investor Relations
Phone: +31 20 586 1964
Fax: +31 20 586 1455
E-mail: investor.relations@getronics.com
JOMED NV: Appoints Pricewaterhousecoopers as New Auditor
--------------------------------------------------------
The Supervisory Board of JOMED N.V., a medical technology company
incorporated in the Netherlands and listed on the SWX Swiss Exchange, has
appointed PricewaterhouseCoopers (PwC) as the new auditor. Deloitte &
Touche, the former auditing firm, withdrew from the mandate in January this
year. The new auditor still needs to be confirmed at JOMED's next annual
general meeting.
First public report of JOMED's administrators
First findings of the administrators are filed today at the Amsterdam court.
An English translation of the report will be available on
http://www.houthoff.com/jomedThe next public report will appear on June 9,
2003. The administrators will, if needed, publish interim statements on the
aforementioned website.
On January 23, 2003 Jomed N.V. was granted provisional suspension of
payments by a ruling of the Amsterdam Court appointing A. van Dijk as
bankruptcy judge and R.J. graaf Schimmelpenninck and M.Ph. Van Sint Truiden
as administrators. The ruling also included a cooling-off period for a
period of one month. This period was extended to March 21, 2003.
After the effectuation of the interim financing, the administrators, the
management board and the supervisory board of JOMED N.V. have been looking
into the possibilities of a restructuring of the debts and the sale of a
part of the assets of JOMED N.V. or the entire JOMED Group.
Several parties have since expressed their interest in playing a part in the
aforementioned possibilities. JOMED N.V. however decided to clarify the
financial statements before engaging in deeper discussions with these
parties about the restructuring of the debts or the sale of parts of the
assets of JOMED N.V., because this information will be vital in talks with
the interested parties. The sale of a number of non-core assets of JOMED
N.V. is currently being examined in parallel with the possibilities to form
a stable bank consortium.
Next steps
JOMED N.V. will present final liquidity and cash flow data to the
administrators at the beginning of the week of March 10, 2003. This will
serve as key information to commercial banks, potential investors as well as
to the administrators, who will in consultation with the management board of
Jomed N.V., have to make decisions about the future of Jomed NV. This
activity runs parallel as regards time with the advice for the vote at the
creditors meeting on April 2, 2003, which the administrators will send to
the creditors not later than on March 12, 2003.
JOMED in brief
JOMED is the leading European developer and manufacturer of products for
minimally invasive vascular intervention. It currently provides a range of
over 2,000 products in over 70 countries. At the end of Q3 2002 JOMED had
1,400 employees. JOMED's shares are listed on the main segment of the SWX
Swiss Exchange (SWX: JOM). For more information, please visit
http://www.JOMED.com
CONTACT: JOMED N.V.
Jorgen Peterson
Acting CEO
Phone: +46 42 490 6014
Lars-Johan Cederbrant, acting CFO
Phone: +46 42 490 6048
JOMED N.V.: Debt Restructuring Hampered by Several Issues
---------------------------------------------------------
Management issues and confusion over liquidity and cash flow figures are
getting in the way of the debt restructuring and possible asset sales of
medical technology company Jomed NV.
The administrators of the struggling Swiss-listed company revealed the
information in its report submitted Monday.
While the document offers important company data that is expected to pave
the way for the company's rescue, a final solution is not expected to come
in the short term, according to Dow Jones.
Among the issues confronting the company are the outstanding creditor
claims, and the lack of "overall view and insight required under the present
circumstances."
Creditors behind the convertible loans say their current claim actually
amounts to around EUR61 million, including a 20% penalty that was stipulated
in the loan agreement.
Banks have reinstated their credit lines following a short-term US$5 million
loan from U.S. Edwards Lifesciences Corp, but it may cut them off again
after March 31.
Jomed also still has to approve its newly-appointed auditor
PriceWaterhouseCoopers and would like more information from former auditor
Deloitte & Touche.
Jomed, which warned of accounting irregularities in its books in January,
said it will clarify first its 2002 annual accounts and other financial
information, as well as sort out is financial organization, before engaging
into negotiations with interested parties.
A number of parties have expressed interest in the company's debt
restructuring and possible asset sales, according to the company.
Creditors of Jomed are scheduled to meet April 2 to decide on the final
granting of the suspension payments.
To view First Public Report of Administrators:
http://bankrupt.com/misc/Public_Report.pdf
KONINKLIJKE AHOLD: Retention of U.S. Unit CEO Raises Questions
--------------------------------------------------------------
Investors and analysts are wondering why the axe just passed over US
Foodservice chief executive Jim Miller after all executives both above and
below him were slashed.
They are asking why the executive remained in his post when it is Milller's
food distribution unit, which was ``primarily'' responsible for at least
$500 million in overstated profits.
Ahold ousted CEO Cees van der Hoeven and Chief Financial Officer Michiel
Meurs on February 24, the day it disclosed that earnings were inflated in
2001 and 2002. Ahold also suspended purchasing and marketing executives at
the U.S. Foodservice unit.
Efforts seeking for explanations were unrewarded as calls to Miller's office
remained unreturned, and an Ahold spokeswoman Katie Bell declined to
comment. Investors and analysts speculated that Miller remained, as there
was no one else to fill his position.
Corne van Zeijl, who helps manage Ahold shares, predicts '' Miller will only
get the boot ``in the later stages'' of the shake-up.
KONINKLIJKE AHOLD: Stands to Lose Sales in Joint Ventures
---------------------------------------------------------
Retailer Ahold stands to lose a three-year US$30 billion (GBP19 billion)
sales in its joint ventures when its finances are corrected after an
internal probe.
The sales, which account for 15% of the Dutch retailer's revenue, are for
ventures in Scandinavia, Portugal, and Argentina.
Though internal investigators are yet to establish the exact figure, U.S.
accounting rules say the company will not be able to retain any of the
billions of dollars of sales from the ventures, according to the Financial
Times.
The accounting issue at the three joint ventures, and in its South American
operations involves the booking of all the revenue from the three joint
ventures ICA Ahold, Jeronimo Martins Retail and Disco Ahold International
and recording just its share of profit lower down accounting statements.
Ahold violated the U.S. accounting rule of recording all revenues adjusting
profit later since it does not own more than 50% of a joint venture, as
specified in the rules.
Analysts speculated that the company did just that in the belief that had
effective control over the ventures without nominal voting control.
ICA Ahold, Jeronimo and Disco had combined revenues of about $30bn in
2000-02, a large part of Ahold's $210bn total for the three years.
People close to the investigation assured the adjustments will not affect
reported profits in Ahold, the world's biggest grocery group which is
presently mired in issues relating to a US$500 million hole in the accounts
of its subsidiary U.S. Food Service.
LAURUS N.V.: Posts Net Loss of EUR128 Million for 2002
------------------------------------------------------
Laurus N.V.: Preliminary Result for the Financial Year 2002 (unaudited)
Key Figures
-- Net sales: EUR 5.5bn (2001: EUR 6.4bn)
-- Consolidated operating result (EBIT): minus EUR 2m (2001: minus EUR 136m)
-- Operating result (EBIT) the Netherlands: EUR 31m (2001: minus EUR 58m)
-- Financial result: minus EUR 60m (2001: minus EUR 49m)
-- Extraordinary income and expenditure: minus EUR 68m (2001: minus EUR
226m)
-- Net result after extraordinary income and expenditure: minus EUR 128m
(2001: minus EUR 442m)
-- Shareholders' equity: EUR 81m (2001: minus EUR 176m)
-- Comfortably positive results for the year for both Super De Boer and
Edah.
Net loss: EUR 128 million
The year 2002 was a year of recovery for Laurus N.V., with developments
moving in the right direction compared with 2001 even though the Company
could not avoid posting a net loss in the amount of EUR 128m, the net loss
for 2001 was at EUR 442m. The loss reduction was largely accounted for by:
-- the satisfactory results achieved by the Dutch Banners, Edah and Super De
Boer,
-- the significant reduction of the loss at Konmar,
-- a significant reduction in overheads in the Netherlands,
-- a EUR 52m improvement in operating result for the Spanish operations,
-- improvement in the net balance of extraordinary income and expenditure, a
lower tax burden.
Contrary to these improvements the Belgian net loss turned out EUR 33m
higher in 2002 than in 2001; this includes an extraordinary impairment and
restructuring costs in the amount of EUR 36m.
Extraordinary income and expenditure
Extraordinary income was achieved in 2002 in the amount of EUR19m compared
with EUR 101m for the previous year; most of it derived from the transaction
result of the transfer of stores to Sperwer and the divestment of Spar. This
was offset by EUR116m in extraordinary expenditure relating to the
transaction result of the divestment of the Spanish operations and the
extraordinary write-downs and restructuring charges in respect of Laurus
Belgium. In 2001 extraordinary expenditure amounted to EUR 304m; most of
this due to extraordinary write-downs in respect of tangible fixed assets in
Spain and capitalised goodwill associated with Groenwoudt. Shareholders'
equity: EUR 81 million.
The transaction involving Casino and the Banks (July 2002 share issue) ended
up yielding an amount of EUR 385m net of charges, which enabled the negative
shareholders' equity in the amount of EUR 176m for 2001 to be transformed
into a positive amount of EUR 209m. A positive result of EUR 81m for the
year under review was achieved after the deduction of the negative result of
EUR 128m.
No dividend for 2002
No dividend in respect of 2002 will be paid out in view of the negative
result for the year.
Net turnover, gross result on turnover, operating result
Net Sales for 2002 amounted to EUR 5.5bn; a significant drop compared with
EUR 6.4bn in 2001. This was largely due to divestments - the disposal of
Spar, the discontinuation of Basismarkt, the disposal of the Spanish
operations and the sign-over of branches to Sperwer, inter alia - and to
lower sales in Belgium.
In the Netherlands, net sales levelled off at EUR 4.3bn despite the drop in
the number of Edah and Super De Boer stores by a total of 77 in 2002, with
the gross result on turnover improving from 16.6 to 18.2 percent. Turnover
in Belgium slipped to EUR 583m (2001: 609m) whereas Spanish sales turned out
at EUR 621m (until 17 October 2002) representing an EUR 109m drop compared
with the same period one year earlier. In the Netherlands, margins improved
inter alia owing to lower leakage. In Spain, margins improved by abandoning
the "every day low prices" policy. The persistently fierce competition
caused Belgian margins to slip.
The operating result turned out at minus EUR 2m for the year compared with
minus EUR 136m one year earlier; a significant improvement which was partly
accounted for by the satisfactory results achieved by the Dutch Banners,
Super De Boer and Edah, the reduction of overheads in the Netherlands and
the substantially less disappointing results achieved in Spain.
Although Konmar continued to post a negative operating result, it
nevertheless achieved a major improvement compared with the previous year.
Notwithstanding the decrease in 2002 Laurus's overheads are still excessive
compared with its lower sales levels. Additional unexpected pension charges
in 2002 totalled EUR 16m.
Divestments
The year under review saw the implementation of the discontinuation of
Basismarkt and the disposal of Spar, which had been announced in November
2001. Spar was signed over to Sperwer and the Spar Retailers' Association in
February 2002. The loss-making operation of Basismarkt was discontinued as
at 1 April, with some of the stores being sold off in clusters and others,
on an individual basis or closed down. Two Lekker & Laag stores in Tilburg
were recently divested, heralding the end of the loss-making Lekker & Laag
banner.
On September 4, 2002 a letter of intent was signed by Laurus and CVC Capital
Partners concerning the disposal of the Spanish operations, in a transaction
which was completed on 17 October and which, on capitalisation of EUR 32m in
future tax set-offs, resulted in a EUR 48m transaction loss to be charged to
2002.
A restructuring drive was launched for the Belgian operations in early
September, which (agreement having been reached with the unions) has since
been implemented, and has duly resulted in the aggregate workforce being
trimmed by 180 staff. In early February 2003 a contract for the transfer of
a significant portion of the Belgian operations was signed with the Colruyt
Group. Final completion of the Colruyt transaction will depend on the
outcome of the due diligence examination as well as being subject to
approval by the Belgian Competition Authority. The target date has been set
at late April 2003. Talks with other parties concerning the transfer of the
remaining Belgian operations - comprising 28 stores - are currently still
under way.
Financial income and expenditure and funding
The negative balance of financial income and expenditure increased by EUR
11m to minus EUR 60m. Although the re-financing exercise yielded savings in
the amount of EUR 12m, this was offset by the associated transaction charges
and the steep interest on subordinated loans in the period prior to the
financial restructuring.
Laurus aggregate liabilities totaled EUR 562m as at the balance sheet date
in bank loans and financial leasing commitments compared with EUR 832m in
2001. The syndicate of banks has made lines of credit available in the
amount of EUR 950m in total, of which EUR 530m has been earmarked for the
Netherlands (of which EUR 250m has been drawn down). Sums have been set
aside in this context for the Spanish and Belgian restructuring, in the
amount of EUR 340m for Spain (of which EUR 214m has been drawn down) and EUR
80m for Belgium (of which EUR 20m has been drawn down). Additionally there
are excess liability facilities up to a
maximum of EUR 250m for Belgium and Spain.
Taxes
The item taxes from ordinary operations saw a movement from minus EUR 31m in
total for 2001 into plus EUR 1m for 2002.
The Netherlands
The reduction in expenditure owing to efficiency measures and the loss
reduction combined to push up the operating result from minus EUR 58m in
2001 to plus EUR 31m in 2002. Both Super De Boer and Edah as store Banners
achieved a convincingly positive operating result whereas Konmar was quite
successful in making inroads on its negative operating result for the
previous year. The market share of Laurus's Dutch-based core operations
(viz. Edah, Konmar and Super De Boer) was 20.3 percent.
Konmar
Like-for-like sales at Konmar improved by 0.7 percent in 2002 to turn out at
EUR 1.179bn. Significant progress was made in reducing the negative
operating result owing in part to the Konmar leakage having been more than
halved within a 12-month period, although it is still excessive for the time
being, as are Konmar's other operating charges when compared with sales.
Konmar's market share totalled 5.1 percent as at year-end 2002. There were
134 Konmar stores as at that date (year-end 2001: 137) including four run by
franchisees.
Super De Boer
Like-for-like sales at Super De Boer surged by 7.3 percent in 2002 to turn
out at EUR 1.767bn, with the affiliated retailers achieving particularly
strong increases in sales. Due to the worsening economic climate, the second
half of the year under review saw the growth in turnover leveling off. Super
De Boer's market share totaled 9.5 percent. There were 374 Super De Boer
stores as at that date (year-end 2001: 427) including 237 run by affiliated
retailers (year-end 2001: 275). Super De Boer achieved a positive operating
result for the year.
Edah
Owing among other things to the "Metamorfose" (Transformation) exercise and
promotional campaigns which met with consumer acclaim, Edah's like-for-like
sales improved by 4.2 percent in 2002 to turn out at EUR 1.213bn, with this
banner's market share totalling 5.7 percent. Like Super De Boer, Edah
achieved a positive operating result for the year under review. At year-end
2002 there were 263 Edah stores (year-end 2001: 287) including 66 run by
franchisees (year-end 2001: 76).
Spain
Spanish sales suffered a 15 percent plunge to EUR 621m (until 17 October
2002), with the operating result for the year turning out at minus EUR 15m
(2001: minus EUR 67m).
Belgium
The closure of several stores and the relentlessly fierce competition caused
turnover to drop by EUR 26m to EUR 583m, against an operating result which
slipped from minus EUR 11m to minus EUR 18m. The Belgian figures include a
write-down and restructuring costs in the amount of EUR 36m.
Outlook
The divestment of the Spanish operations in 2002 and the expected disposal
of the Belgian operations in 2003 have combined to transform Laurus into an
exclusively Dutch-oriented and highly focused food retailer using three
Banners: Edah, Konmar and Super De Boer.
The pace of further recovery of the operating result is being determined to
a considerable degree by developments with the Konmar banner. A pilot survey
is currently under way at six of the 85 medium-sized Konmar Supermarkten
stores to find out whether conversion to the Edah and Super De Boer Banners
will enable profitability to be restored more rapidly. Evaluation of the
pilot survey has been scheduled for May followed by further decisions being
made on this issue. Several measures are currently being prepared at the 45
or so Konmar Superstores aimed at enhancing their commercial impact in
combination with further cost control. These stores are to be further
developed into full-service superstores with a craftsmanship image and a
comprehensive range of fresh products.
Overheads are to be reduced further. Casino is assisting in a concerted
information system optimization and logistical improvement drive. The hefty
drop in turnover due to recent divestments has presented Laurus with a
cost-increasing challenge in the form of logistical excess capacity.
Additional measures will be necessary for once the previously announced
closure of the distribution centre in Heerenveen has been effected.
In order further to boost Laurus's sourcing clout, all contacts with
suppliers including negotiations regarding promotional campaigns and
advertisement contributions are to be placed with a newly created single
central department entitled Laurus Inkoop & Assortiments management, or LIA
for short. The new department, which will where possible collaborate with
Casino's sourcing department, is being launched in March 2003.
Uncertainty prevails in some respects regarding the precise financial
consequences for the financial year 2003, for example where it concerns the
28 Belgian stores to be disposed of following the completion of the
transaction involving Colruyt. These stores will continue making a negative
contribution to the result until such time as they have been duly disposed.
Allowance should furthermore be made for greater pension charges, which must
be expected to turn out at least as high as in 2002.
Like-for-like sales are expected to show only minor growth in 2003 whereas
the staffing complement is set to be further reduced. Investments will be
vetted against stringent profitability criteria as well as being assessed in
terms of urgency. Catching up on the investment arrears from the past will
be a consideration where this is concerned. Barring unforeseen circumstances
and provided the political and economic climate does not take a turn for the
worse, the expectation is that a further improvement in operating result
(EBIT) will be achieved for the current financial year.
External Audit
The external auditors' report regarding the financial statements for 2002
has not yet been issued as the audit is still awaiting completion, the
publication of Laurus N.V.'s financial results for the year 2002 having been
brought forward in view of the publication today by Casino of its financial
results for the year 2002.
Important dates
Publication of annual report for the year 2002: 29 April 2003 Annual General
Meeting of Shareholders: May 16, 2003 Publication of interim results for the
year 2003: August 29, 2003.
ROYAL KPN: Outlook Positive Due to Improving Performance
--------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Netherlands-based telecommunications services provider Koninklijke KPN N.V.
(KPN) to positive from stable due to the group's continued success in
de-leveraging and improving operational performance. At the same time, the
'BBB' long-term and the 'A-2' short-term corporate credit ratings were
affirmed.
"The positive outlook reflects the fact that ratings could be raised if KPN
continues to apply a material part of its free operating cash flow to reduce
net debt, and does not experience any weakening in its competitive position
or operating performance", said Standard & Poor's credit analyst and Head of
European Telecoms, Peter Kernan.
KPN's free operating cash flow of EUR2.8 billion (operating cash flow less
capital expenditure) for 2002 was materially higher than expected and, as a
result, KPN's net debt and leverage has fallen ahead of Standard & Poor's
expectations. The group's operational performance also improved
significantly in 2002 due to the successful implementation of a
restructuring program, which has boosted operating and capital efficiency.
KPN's strong free operating cash flow, allied with the proceeds from asset
sales, enabled the group to reduce net debt to EUR12.4 billion (about
EUR14.0 billion lease-adjusted) at Dec. 31, 2002. KPN's debt has reduced
further since year-end 2002, following the EUR500 million cash sale of the
group's directories business and given KPN's continuing generation of
positive free operating cash flow.
===========
P O L A N D
===========
NETIA HOLDINGS: U.S. Court Gives Force to Local Court Decisions
---------------------------------------------------------------
Netia Holdings S.A., Poland's largest alternative provider of fixed-line
telecommunications services, announced that the United States Bankruptcy
Court for the Southern District of New York entered an order giving full
force and effect in the United States to Netia's Polish arrangement plans
and Dutch composition plans ratified earlier by Polish and Dutch courts,
respectively.
The court also ordered the turnover to Netia of U.S.$ 13.7 million that
Netia set aside to fund certain interest payments under its 13.75% Senior
Notes due 2010. The court ordered that the deposited amount be turned over
to Netia immediately following the completion of the final step of Netia's
restructuring, which requires the issuance of warrants to pre-restructuring
shareholders of Netia.
CONTACT: NETIA HOLDINGS
Anna Kuchnio, Investor Relations
Phone: +48-22-330-2061
===========
S W E D E N
===========
SKANDIA: Independent Panel to Examine Relations With Skandia Liv
---------------------------------------------------------------
Skandia Liv's board has decided to appoint an independent investigative
panel to examine business dealings and thereby elucidate the working
relationship between Skandia Liv, with its responsibility to the life
assurance policyholders, and its parent company Skandia, with its
responsibility to the shareholders.
The decision comes in response to criticism expressed in the mass media,
which has sparked discussion concerning whether business dealings in Skandia
Liv and between Skandia and its subsidiary Skandia Liv have been carried out
properly or been detrimental to Skandia Liv and its policyholders. The
investigative panel will therefore be assigned with the task of examining
these business dealings and whether they have been conducted in a manner
that is in conflict with applicable legislation or is in some other way
detrimental to Skandia Liv. The panel is also being give the opportunity to
propose improvements that could prevent uncertainty concerning these matters
in the future.
Skandia Liv's board is of the opinion that it is essential that an
examination of this type is carried out by external, independent persons
with a high degree of integrity and competence, even though these business
dealings have been previously examined without remark by Skandia Liv's or
Skandia's auditors, or the Swedish Financial Supervisory Authority.
Skandia Liv's board has decided that the investigative panel will consist of
Jan Ramberg, Professor Emeritus, Ulla Nordin Buisman,
Authorized Public Accountant, and Lennart Laftman, B.Sc. Econ.
The panel will examine how the relations between Skandia Liv and Skandia
have been handled, and in particular the transactions that have been covered
by the media or have in some other way been of a sensitive nature. The panel
will also have the opportunity to examine other matters that it finds
sensitive or important to examine for some other reason. If the panel finds
reason, it should also provide more general instructions on how the
relations between Skandia Liv and Skandia should be formulated in order to
avoid criticism in the future.
The panel's work will be concluded with a written report to Skandia Liv's
board. The panel's conclusions will be announced publicly.
Comments by Lars Eric Ericsson, Chairman of the Board of Skandia Liv: "The
decision to appoint an independent panel is the second step in an action
program aimed at boosting confidence in Skandia Liv."
"Skandia Liv is not a mutual company, but it is run on a mutual basis. This
means that all surpluses generated by the life assurance operations shall be
returned to the policyholders in the form of bonuses. It was to distinguish
this special position of the life company in the Skandia group that I was
appointed as independent chairman at the Annual General Meeting last June. A
majority of the life company's directors are now have an independent
position with respect to Skandia.
"The many occurrences that Skandia Liv has been criticized for also apply
for other Swedish life insurance companies. Three weeks ago I referred to
this in a petition to the government to arrange for a review of the entire
life assurance industry in order to safeguard confidence in long-term life
assurance and pension savings.
"By the appointment of this investigative panel, which will look into the
relations between Skandia and Skandia Liv, we are now taking the second step
in an action programme of confidence-building measures.
A third step is the decision by Skandia Liv's board to adopt stricter
principles for appropriating apartments for the real estate company
Diligentia, which is owned by Skandia Liv. The new guidelines entail, among
other things, that persons related to Skandia employees cannot obtain
apartments through Diligentia. In other respects, a restrictive approach
should be taken in the awarding of apartments for Skandia employees."
"A fourth step in our action program is to add further external expertise to
the Board.
"As a fifth step in our action programme, further improvements will be made
in Skandia Liv's information to its policyholders. Among other things, all
savers in Skandia Liv will be invited to customer meetings, which will be
held at numerous locations around the country later this year."
CONTACT: SKANDIA LIV
Lars Eric Ericsson, Chairman
Phone: +46-70-328 90 10
=====================
S W I T Z E R L A N D
=====================
JULIUS BAER: Issues Profits Warning and Reduces Staff by 10%
-----------------------------------------------------------
The continuing negative trend of the international financial markets left
its mark on all the business segments of the Julius Baer Group as expected.
The Group's consolidated net profit fell by 19% to CHF 183 million in the
2002 financial year.
This decline is primarily attributable to the difficult markets and
resulting drop in assets under management as well as to falling transaction
volumes. In view of the persistently tough operating conditions, Julius Baer
will reduce its personnel capacity by at least another 10%, lowering the
number of employees to below 2000 by the end of the year.
At the same time, the Group intends to grow through product development and
targeted business initiatives in the USA, Dubai and Italy. A dividend of CHF
6.00 per bearer share and CHF 1.20 per registered share will be proposed to
the Shareholders' Meeting on May 14, 2003. If operating conditions do not
soon take a decisive and sustained turn for the better, net profit for the
current year will turn out to be considerably lower than that of 2002.
The ongoing slump of the international equity markets had a notable impact
on Julius Baer once again in the 2002 financial year. Assets under
management declined by 16% from CHF 126 billion to CHF 106 billion. The
market-driven reduction of CHF 20 billion was accompanied by net new money
of CHF 0.3 billion. The trend of the USD exchange rate alone caused the
value of client portfolios to drop by around CHF 5 billion. "Our unique and
strong position as an independent family firm with selected core
competencies as well as our focus on European markets that remain quite
promising is proving successful even in this turbulent environment.
Moreover, we are benefiting from the fact that we chose a prudent risk
strategy during the phases of market exuberance, and we will maintain this
approach," explained Chief Executive Officer Walter Knabenhans at the press
conference today with respect to the strategy of the Julius Baer Group. The
proper measure of risk was also evident for the pension fund of Julius Baer,
which exhibited a coverage ratio of 101,2% at the end of the year.
For the 2003 financial year, Walter Knabenhans expressed limited confidence:
"If operating conditions do not soon take a decisive and sustained turn for
the better, net profit for the current year will turn out to be considerably
lower than that of 2002. This is especially due to the presumably lower
level of assets under management on average and the resulting drop in
commission income, which cannot be offset through cost reductions."
Lower assets under management weigh on revenues
On account of the lower assets under management and transaction volumes, net
operating income of the Julius Baer Group receded by 20% to CHF 1.1 billion.
Net interest income was down by 20% to CHF 151 million. Commission and
service fee activities recorded a decline of similar magnitude to CHF 990
million. The asset-value-related commissions from asset management and
investment fell by 18% to CHF 674 million, mainly due to the lower assets
under management, while the transaction-related commissions declined by 19%
to CHF 316 million, especially because of the lower revenues from
institutional brokerage. Despite the challenging environment, results from
trading operations rose by 15% to CHF108 million.
Targeted investments in new products and markets aim to improve the income
situation Julius Baer considers the segment-specific development of new
products and services as well as the optimization of its international
presence to be decisive factors for future growth. Hence, the range of
successful and proven offerings in the "structured products" area is being
expanded, while the efforts to serve selected markets are being stepped up:
The Private Banking Business Line plans to open a branch office in Dubai
during the course of the year.
A joint venture has been established with long-time partner Credito
Valtellinese that will make it possible to provide private banking services
in Italy as of mid-2003. In addition to this, there are plans to set up an
asset management company in Italy for institutional asset management.
Julius Baer also intends to draw on the many years of strongly above-average
investment performance of the portfolio management team in New York to
position itself even better as a qualified provider of asset management
services in the USA.
"In view of the extensive experience and good performance of our US team, we
expect increased sales activities to result in a substantial inflow of new
money over the next few years," stated Vice President of the Group Executive
Board and designated Chairman of the Board of Directors Raymond J. Baer
optimistically about the future. Over CHF 30 million has been earmarked for
growth investments in key markets for the Group during the current financial
year.
Resolute cost management will continue
The promptly implemented cost-cutting programs showed clear results in the
2002 financial year. Operating expenses were gratifyingly reduced by a total
of 14% versus the previous year. "Thanks to a detailed review of the
profitability of our locations and services as well as to the reorganization
of various support areas, we were able to exploit significant savings
potential. This enabled us to sustainably lower our cost basis," declared
Chief Financial Officer Rolf W. Aeberli. A 20% drop in general expenses made
a significant contribution in this regard. Personnel expenses were trimmed
by 11% as a result of the roughly 5% reduction in the number of employees
and the sharply lower bonus payments.
Despite the successful cost management efforts, Julius Baer feels that the
modest market outlook and the ensuing consequences for earnings compel it to
implement additional measures to further adjust the cost basis to the
expected volume of business. With this in mind, Julius Baer plans to reduce
staff numbers by at least another 10% to below 2000 employees during the
course of the year. It intends to carry out this additional capacity
adjustment in Switzerland and abroad, especially in the support areas. Every
attempt will be made to make use of the double-digit turnover rate among
staff as well as flexible work schedules so that layoffs can be kept to a
minimum.
Above-average financial strength remains intact
Julius Baer has possessed above-average financial strength for decades, as
particularly reflected by the quality of its balance sheet, its
shareholders' equity of around CHF 1.55 billion, its solid return on equity
of approximately 12% as well as its BIS Tier 1 capital ratio of 23.4%. In
view of this, Julius Baer intends to be somewhat more flexible regarding the
dividend payout ratio, as it already announced in December 2002. Hence, the
Board of Directors of Julius Baer Holding Ltd. will propose an only 14%
lower dividend of CHF 6.00 per bearer share and CHF1.20 per registered share
to the Shareholders' Meeting on 14 May 2003. At 34%, this represents a
slightly higher payout ratio than in the previous year.
Business lines prepare for future developments and expected volumes
Equity market developments and exchange rate shifts caused the assets under
management of the Private Banking Business Line to decline by 19% to CHF 55
billion. Against this backdrop, a net profit of CHF 101 million was
recorded. "Our well-known strengths such as independence, reliability,
continuity and first-class service are becoming even more attractive in view
of the global uncertainties," underscored Raymond J. Baer. Furthermore, in
terms of personnel the business line possesses internationally recognized
expertise.
In the new Institutional Asset Management & Investment Funds Business Line,
resulting from the merger of two former business lines last July, assets
under management amounted to CHF 50 billion at the end of the year,
corresponding to a drop of 10% versus the previous year. This development is
primarily attributable to the negative stock market trend and could not be
offset by the gratifying inflow of new money totaling CHF 2.7 billion. In
contrast, the private label funds business performed positively, growing by
11% thanks to the launch of 28 new funds.
The Brokerage Business Line recorded a significant decline in transaction
volume for institutional clients, in line with the overall trend of the
European stock exchanges. Operating income thus fell by 28% to CHF 173
million; the business line recorded a loss of CHF 8.5 million for 2002.
In view of the expanded product range, the Trading Business Line was able to
maintain its income from service fee activities nearly at the level of the
previous year. The result of this business line more than doubled to CHF 31
million.
Family reinforcement in Board of Directors and continuation of share buyback
program As previously announced, the election of Raymond J. Baer as a member
and Chairman of the Board of Directors will be proposed to the Shareholders'
Meeting on 14 May 2003. Two additional family members, Beatrice Speiser and
Andreas Baer, will also be recommended for election to this governing body
in order to strengthen the family's presence on the Board.
The share buyback program for 2002/2003 was completed with the repurchase of
209,100 bearer shares, representing a total value of CHF 75 million. In
accordance with a resolution of the Board of Directors, additional bearer
shares up to a maximum value of CHF 65 million shall be repurchased through
a second trading line on the SWX Swiss Exchange between 17 March 2003 and 27
February 2004. This new program underscores the firm's intention to actively
manage its equity base over the long term.
The 2003 first-half results of the Julius Baer Group will be presented on 15
August 2003.
For more information read the presentations and the annual report contained
in the virtual press kit .
CONTACT: Jan A. Bielinski, Chief Communications Officer
Phone: +41 (0) 58 888 5501
Juerg Staehelin, Head Corporate Communications
Phone: +41 (0) 58 888 5327
MOVENPICK GROUP: Reports Weak Profits and Sales for 2002
--------------------------------------------------------
The 2002 financial year was one of low earnings for the Movenpick Group.
Both sales and profits fell against a tough economic background. The balance
sheet also suffered the additional adverse effect of one -time special
costs. Movenpick has decided to step up its focus on the Hotels&Resorts and
Gastronomy Divisions. Measures already implemented to streamline the various
operating areas will pave the way to improved profitability. At the
forthcoming Annual General Meeting on 8 April 2003, the Board of Directors
will submit a motion proposing that the share capital should be reduced
instead of a dividend payout.
Movenpick's business operations depend to a high degree on the economic
situation and the mood amongst consumers. The global economy slowed down
even further during 2002. The effects of the slump hit the important German
market particularly hard; this is where M"venpick generates almost 40% of
its sales.
Against this background, the Movenpick Group reported consolidated sales of
CHF 824 million for the business year 2002. This is CHF 82.4 million or 9.1%
down on the previous year. Adjusted for exchange rate effects (minus CHF 8.1
million) and changes in the consolidated companies (minus CHF 10.9 million),
the shortfall in sales totals CHF 63.4 million or 7.0%. All our Divisions
reported lower sales in 2002. The downturn in sales was particularly marked
in the Gastronomy Division.
The Movenpick Group's operating income before interest, taxes and
depreciation (EBITDA) amounts to CHF 16.4 million. (Previous year: CHF 40.3
million). Operating income (EBIT) was down by CHF 38.1 to minus CHF 30.2
million. The fall in EBIT is due to lower sales and one-time special
expenses of around CHF 17.9 million. These special expenses are mainly
connected to the sale of Deliciel, a revaluation of assets, and the costs
for closing down non-profitable operations in gastronomy. Consolidated net
income before minority holdings amounts to minus CHF 39.9 million.
(Previous year: minus CHF 5.1 million). Consolidated net income totals minus
CHF 45.5 million (minus CHF 11.6 million).
Movenpick still has a very solid balance sheet. Net liquidity at the end of
the financial year amounted to CHF 61.3 million. Shareholders' equity made
up 42.5% of total assets. Investments were slightly up by 7.6% to CHF 49.8
million although certain individual projects were postponed due to the
uncertain economic climate. Cash flow totalled CHF 16.2 million. (Previous
year: CHF 34.9 million).
Owing to the unsatisfactory results for the 2002 financial year, the Board
of Directors considers a dividend disbursement to be inappropriate. The
Board's recommendation to the general assembly therefore is a lower par
value reduction than last year, of CHF 2 per registered share and CHF 10 per
bearer share, instead of a dividend disbursement.
Strategic optimisation of the Group
Movenpick introduced some important strategic and structural initiatives in
2002.
The Group has decided to refocus more intensively on Movenpick's traditional
areas of business, i.e. hotels and gastronomy. Simultaneously, Movenpick
also intends to cut back Group diversification, which has always been strong
in the past. The individual areas of business will be given even greater
entrepreneurial autonomy. The Holding company will transform itself into a
finance and investment company with lean structures.
All our efforts are aimed at improving profitability.
CONTACT: Lilly Frei, Head of Corporate Communications
Zurichstrasse 106
CH-8134 Adliswil
Phone: +41 1 712 22 01
Fax: +41 1 712 24 81
===========================
U N I T E D K I N G D O M
===========================
CORUS GROUP: Planned Job Cuts in U.K. to Be Investigated
--------------------------------------------------------
The parliament will investigate Corus' plan of closing steel plants and
cutting jobs in its heavily loss-making UK operations, according to Labor
Party members.
Corus had indicated it is looking at deep capacity cuts in its UK
steelmaking operations on top of a 10,000 job cuts made in the past three
years.
As many as 3,000 jobs could go in the region as the company seeks to save
money and consider new stock and bond offerings in the wake of the near
collapse of its planned disposal of its aluminum assets.
Ashok Kumar, a Labour member of parliament, has requested the House of
Commons' Trade and Industry Committee to examine the internal motive of the
plan, according to Bloomberg.
The move was initiated on suspicion that the steelmaker could be finding an
easy way out: sacking the British workers instead of the Dutch because it is
easier to do so in the UK than in the Netherlands.
``My expectation is that we will be having the inquiry,'' Martin O'Neill,
the Labour lawmaker who chairs the committee said.
London-based Corus has been loss-making after benchmark steel prices slid to
a two-decade low and a US$3.5 billion takeover in Brazil fell through.
As of September, Corus had about 26,000 U.K. workers, out of 52,000
worldwide. Its main plants are in Teesside, Port Talbot and Scunthorpe, with
other sites in Rotherham and Stocksbridge.
The findings of the investigation could put political pressure to ministers
and sway decisions just like what happened to the case of Ford Motor Co.
three years ago. After discovering disproportionate job cuts in Britain,
the company's planned closure of its Dagenham was converted to the
re-tooling of the plant to make diesel engines.
``Government should put pressure on Corus to spread the losses across its
plants,'' said Kumar. ``It would be a tragedy if a single plant was to
close.''
``We have to look at whether Corus's losses can be attributed only to the
British plants,'' O'Neill said.
CORUS GROUP: Moves to Overturn Dutch Decision About Sale of Unit
----------------------------------------------------------------
Anglo-Dutch steelmaker Corus had filed a case to the Amsterdam court of
appeal seeking to overturn the decision of the Dutch supervisory board to
block the planned sale of its aluminum unit to Pechiney, according to the
Financial Times.
The two sides of the group are in disagreement over how to use the proceeds
of the GBP543 million (US$870 million) transaction: the Dutch side wanted to
allot the money to the steelworks at IJmuiden, Netherlands, while the UK
side wanted to use it to restructure the UK operation.
Leo Berndsen, the chairman of Corus's Dutch supervisory board accused Sir
Brian Moffat, the company's non-executive chairman, and other key UK
executives, of not listening to the Dutch side. Sir Brian is due to step
down this year.
Mr. Berndsen said his management blocked the sale for fear that Corus'
management, which he labeled as too-hierarchal, would end up "throwing good
money after bad."
Troubles in the UK side of the business ensued after a failed GBP2.8 billion
merger with CSN in November.
The UK management, on the other hand, accused the Dutch of acting
"irresponsibly and unreasonably" when they blocked the sale.
Shares in the company went down 64% after it was known the management board
initiated the court proceedings.
In the London stock market, investors marked down the company's shares from
14p previously, to 5p, on fears that the company might be broken up or
become insolvent.
CORUS GROUP: Long-Term Ratings on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services it placed its 'BB' long-term corporate
credit and senior unsecured debt ratings on U.K.-based steel consortium
Corus Group PLC on CreditWatch with negative implications. At the same time,
Standard & Poor's affirmed its 'B' short-term corporate credit rating on the
group.
"The CreditWatch placement reflects Corus' continuing difficulty in
implementing the disposal of its Dutch aluminum assets to Pechiney SA of
France, as well as other unresolved issues," said Standard & Poor's credit
analyst Olivier Beroud. "If the outcome of these issues is negative, then
the ratings on the group could be lowered by one or more notches."
The disposal, which was factored into the current 'BB' long-term ratings on
the group, forms part of Corus' strategy to focus its efforts on turning
around its U.K. steel operations, which have been heavily loss-making for
several years. It was expected that the disposal proceeds would be used to
repay debt in order to give Corus additional time to carry out its
restructuring plans in the U.K.
Standard & Poor's will resolve the CreditWatch status on Corus when the
following factors are clearer:
-- Whether the sale of the aluminum assets to Pechiney is allowed to go
ahead.
-- Whether Corus can generate enough free operational cash flows in 2003 and
beyond to cover its capital expenditures, dividends, interest, and taxes.
-- Whether Corus will manage to meaningfully extend its short-term bank
lines -- which currently expire in January 2004 -- or replace them with
long-term financing and, therefore, ease a liquidity situation that could
become constrained.
The ratings on the group reflect Corus' weak business position, despite its
continuing efforts and progress in the restructuring of its U.K. and
European operations. Operating margins and cash flow generation (before
disposals) in 2002 are, therefore, expected to have been low, even in the
context of a 'BB' rating. Although Standard & Poor's expects that Corus will
continue to lag its main European competitors in terms of margins and return
on capital, the group will benefit from favorable steel prices and the
continual strength of the euro in first-half 2003.
"We will meet with the management of Corus in the coming weeks to discuss
the issues mentioned in an effort to resolve the CreditWatch status," added
Mr. Beroud.
EDINBURG FUND: Group Appoints New Financial Advisers
----------------------------------------------------
Following the appointment of Charles Nunneley as Chairman on February 2003,
the Board of Edinburgh Fund Managers confirms the appointment of Hawkpoint
as new financial advisers to the Group, with Investec remaining as brokers.
The Board is undertaking a thorough strategic review of its business which
includes targeted cost cutting in order to enhance shareholder value while
maintaining our ability to deliver a premium service to our clients. It is
anticipated that the progress of this review will form part of the
announcement of results for the year ended January 31, 2003 which are due to
be released at the end of
March.
*****
Last year, EFM's woes, which stemmed from falling equity markets and a share
price collapse, were aggravated when it lost the mandate for the EUR1.1
billion Edinburgh Investment Trust to Fidelity Investments.
It was thought that closure was the only option left for the group by then.
CONTACT: Julian Polhill, Polhill Communications
Phone: 020 7655 0540
Louise Johnstone, Polhill Communications
Phone: 020 7655 0540
Charles Williams, Hawkpoint
Phone: 020 7665 4500
FIRST CHOICE: To Cut Capacity in Its May and June Holidays
----------------------------------------------------------
At the Annual General Meeting to be held in London Tuesday, the Chairman Ian
Clubb was set to say:
Introduction
First Choice retains its strong position as a leading European leisure
travel company, with a sound and proven business model.
The key dynamic to the market remains that our customers continue to take
overseas air inclusive holidays, but are choosing to book closer to
departure.
Given the uncertain situation in the Middle East and the trend in booking
patterns, the flexibility in our model and our prudent approach to capacity
management, combined with stringent cost controls, are particularly
important.
We believe that this approach gives us the best opportunity to protect
margins.
Trading
We have seen a challenging start to the year. However, overall performance
to date is in line with our expectations.
Winter
The mainstream businesses have performed well. U.K. bookings are
cumulatively 2% behind last year. Selling prices are marginally ahead of
last year with margins slightly behind last year's levels. Within our
Canadian business, the combination of using three Air 2000 aircraft for the
winter, together with reduced overhead costs and a 30% increase in volume,
has resulted in a strong start to the year.
For the Specialist Divisions, we have seen an encouraging start to the year.
For winter, cumulative bookings for the European Specialist Businesses are
42% ahead of last year. In the Marine Divison, sales are broadly in line
with last year. We continue to see an opportunity to develop the soft
adventure market, where bookings for Exodus are 26% ahead of the comparable
period.
The Group anticipates the containment of Winter losses at levels broadly
similar to last year.
Summer
Looking forward to the Summer period, cumulative bookings for the UK
mainstream business are currently 4% behind last year, with margins ahead of
the comparable period. Against the background of increasing levels of
uncertainty, booking levels over the last few weeks have slowed
significantly, as people postpone making bookings until the situation in the
Middle East becomes clearer.
For the European Specialist Businesses, cumulative bookings are ahead of
last year, and in the Marine Division bookings for both Sunsail and Inland
Waterways are also running in line with 2002.
We have seen a significant slowdown in the rate of Summer bookings across
all of our businesses in recent weeks. We are therefore adjusting our low
season capacity, particularly in May and June, to deal with the likely lower
level of bookings.
Board changes
We will be pleased to welcome Clare Chapman to the Board as a non-executive
director when her appointment takes effect at the close of our board meeting
later [Tues]day. Clare is currently Group Human Resources Director for
Tesco Plc. Jan Hall, senior non-executive director, has retired from the
Board after almost nine years' service, and we would like to take the
opportunity to thank Jan for her outstanding contribution over this period.
Conclusion
Despite the uncertainty being experienced across the industry as a result of
the threat of conflict in Iraq, we have a robust and proven business model,
flexibility both on accommodation and aircraft contracts, a strong financial
position, and a management team with the experience and capability to
optimize our current year outcome.
*****
First Choice has been struggling with the slump in demand since September
11, weak economic growth and fears of the situation in the Middle East.
CONTACT: FIRST CHOICE
Peter Long, Chief Executive
Phone: 01293 5880024
Andrew Martin, Group Finance Director
Phone: 01293 588750
Lesley Allan/Jessica Rouleau
Hudson Sandler
Phone: 020 7796 4133
MORGAN CRUCIBLE: To Embark on Cost-cutting and Asset Disposal
-------------------------------------------------------------
2002 2001
Group Turnover GBPm 880.3 1,024.5
Operating Profit* GBPm 34.1 64.3
Underlying PBT** GBPm 21.3 45.1
Net Debt GBPm 251.6 276.1
Underlying EPS*** pence 5.0 12.5
-- Defined as statutory operating loss of GBP30.9million (2001: profit
GBP56.6 million) before goodwill amortizations of GBP7.7 million (2001:
GBP7.7 million) and operating exceptional charges of GBP57.3 million (2001:
GBP nil). This measure of earnings is shown because the Directors consider
that it gives a better indication of underlying performance.
-- Defined as statutory loss before tax of GBP58.7 million (2001: profit
GBP19.8 million) before goodwill amortization of GBP7.7 million (2001:
GBP7.7 million) and corporate and operating exceptional charges of GBP72.3
million (2001: GBP 17.6 million).
-- Basic underlying loss per share of 23.2p (2001: earnings 5.0p) adjusted
to exclude the after tax impact of corporate and operating exceptional items
of 28.2p (2001: 7.5p)
-- Underlying operating profit at GBP34.1 million (2001: GBP64.3 million) in
line with expectations
-- Net borrowings reduced to GBP251.6 million (2001: GBP276.1 million)
-- Restructuring and rationalisation programme announced in February 2002
progressing to plan
-- Borrowings refinanced through US$300 million Bank syndicated loan and
US$105 million private placement
Commenting on the results Chief Executive, Warren Knowlton said:
'Having visited most major sites and met all of the senior management since
joining in January, I believe that there is significant value generation
potential within Morgan Crucible. We have strong market positions but the
cost base is too high and cash control can be improved. However a continuing
emphasis on cash management and cost reduction should drive profit growth
despite weak customer demand. The Company has a strong base from which to
capitalise on the eventual recovery in global markets'.
Enquiries:
Warren Knowlton, Group Chief Executive
Nigel Young, Finance Director
Jon Coles, Harry Chathli,
Brunswick
OVERVIEW
2002 was one of the most difficult periods the global manufacturing industry
has experienced for many years. All market sectors, with the possible
exception of medical and defence, continued to be depressed throughout the
year in most geographic regions. Customers, unsure of demand for their own
products, were reducing inventory levels where possible.
During the year, in the face of these reduced volumes, Morgan has continued
to focus on cost reduction and cash generation. A GBP70.0 million cost
reduction program was announced in February 2002 that will reduce the
Group's cost base by an annualized GBP33.0 million by mid 2004. This
program is on track with benefits now expected to exceed the original
target.
Given the current trading background and the focus on cash generation and
debt reduction, no dividend will be paid for the year 2002.
Despite the decline in operating profit arising from these low activity
levels, and the expenditure on the cost reduction program, the Group was
able to generate a positive free cash flow for the year and reduce net debt
at the end of the year to GBP251.6 million.
Since the year end the Group has raised US$105 million of seven and ten year
private placement finance and entered into a predominantly three year US$300
million syndicated loan with its banks. This is in line with the Group's
treasury strategy which has been to increase the proportion of longer term
debt and funding from sources other than committed bank finance.
In November the Group announced that it had reached a final settlement with
the US Department of Justice relating to its investigations into anti-trust
violations in a limited number of electrical carbon products. These were
alleged to have occurred in one of the Group's subsidiaries in the USA in
the 1990's. The Group's financial statements reflect the costs of that
settlement as an exceptional charge.
OPERATING REVIEW
In the Operating Review all references to operating profit are stated before
goodwill amortisation and operating exceptionals.
CARBON
Within the electrical carbon business demand from the replacement and after
market sectors of the industrial and traction markets has been steady. The
US consumer business has been under pressure with a number of customers
relocating their activities to South East Asia where Morgan already has a
well-established presence. New initiatives in the auto market are beginning
to develop well, and during the year two US operating units were
consolidated onto a single site to reduce the cost base. Sales were GBP199.9
million (2001: GBP210.0 million) and operating profit GBP14.6 million (2001:
GBP17.0 million).
Sales in our engineered carbon business continued to be impacted by weak
demand from OEM customers and were GBP111.3 million (2001: GBP127.3 million)
producing an operating profit of GBP3.8 million (2001: GBP8.4 million).
Three sites in the USA were closed in the year and the closure of a major UK
site at Gosport was announced. Gross margins were maintained despite the
reduced volume. During the year we began to supply our first contract for
body armor in silicon carbide, which is a new market for our material.
Development effort was maintained in our fuel cell activities with
significant progress for this long-term project.
MAGNETICS
The abrupt decline in demand from the telecommunications and disc drive
markets, coupled with the slowdown in the German economy, severely affected
our magnetics business. Sales were GBP186.2 million (2001: GBP215.1 million)
with an operating loss of GBP2.9 million (2001: profit of GBP5.8 million).
During 2002 our magnetics operations in the USA were consolidated onto one
site and a site in Germany was closed. The program to relocate some of the
operations within this business to our existing operations in Slovakia is
well advanced. There are clear indications that customer de-stocking is
slowing for this business, and with a reduced cost base results should start
to improve. A new Chief
Executive will join this business in April 2003.
CERAMICS
The downturn in the semiconductor and telecom markets were major
contributors to the reduction of sales in Technical Ceramics. Sales for the
year were GBP125.2 million (2001: GBP149.9 million) and operating profit
GBP5.0 million (2001: GBP13.5 million). A major site consolidation was
completed in the USA with three sites being combined onto a new site in
Hayward, California. The European restructuring is in progress and the loss
making business in Barcelona was sold. Medical and defense markets continue
to develop and a major electro ceramics project in the disc drive market
will start in mid 2003.
Sales in Insulating Ceramics were GBP256.8 million (2001: GBP287.7 million)
and operating profit GBP13.9 million (2001: GBP18.8 million). Gross margins
improved, despite lower sales, as the effects of restructuring began to show
through. The US crucible manufacturing site was closed in the year and the
production successfully transferred between UK, Germany and Brazil. Within
Thermal Ceramics demand for the Superwooltm range of products continues to
increase and offers good potential for future growth.
FINANCIAL REVIEW
Group turnover for the year was GBP880.3 million (2001: GBP1,024.5 million).
On a continuing business basis it declined from GBP990.0 million to GBP879.4
million, a reduction of 11% on the previous year. If the effects of foreign
exchange rates are eliminated this reduction was 12.7%. On these reduced
levels of customer demand operating profit on a continuing basis before
goodwill and exceptional costs was GBP34.4 million (2001: GBP63.5 million).
Operating margins on this basis were 3.9% (2001: 6.4%).
Operating exceptional costs in the year were GBP57.3 million and include
both GBP45.0 million of costs for the Group's restructuring program and the
costs of the US Department of Justice anti-trust settlement with related
legal costs. Goodwill amortization was in line with the previous year at
GBP7.7 million.
Corporate exceptional charges were a net GBP15.0 million (2001: GBP17.6
million) and arose principally from the sale of two loss making ceramics
businesses and the disposal of surplus property from rationalisation actions
under the restructuring program. Net finance charges fell by GBP6.4 million
to GBP12.8 million compared with the previous year. This was due to
improved cash management, a lower average level of borrowings and more
favourable interest rates.
Taxation for the year showed a net credit of GBP0.5 million (2001: charge
GBP12.5 million). However before all exceptional charges and goodwill
amortization this represents a tax rate of 30%.
Despite GBP18.3 million of cash costs in the year from operating exceptional
items, cash flow from operating activities was GBP75.2 million (2001:
GBP109.4 million). This performance included a GBP18.7 million reduction in
working capital (2001: increase GBP4.3 million) of which inventories
contributed a reduction of GBP17.6 million (2001: GBP6.7 million). As a
result of lower cash outflows from interest, taxation, capital expenditure
and dividends there was a free cash inflow in the year of GBP5.1 million
(2001: outflow GBP7.4 million). After including a positive foreign exchange
movement of GBP9.8 million, an outflow from deferred acquisition
consideration and an inflow from asset disposals, net debt at the year end
was reduced to low earnings GBP251.6 million (2001: GBP276.1 million).
Underlying earnings per share before goodwill amortization and all
exceptional items were 5.0p (2001: 12.5p).
FUNDING
At the end of 2002, excluding the US receivables securitisation, the Group's
total committed borrowing facilities amounted to low earnings 327 million of
which 39% or GBP127 million were due to mature in the following twelve
months. At that same date the Group had cash reserves of low earnings 60
million and undrawn committed facilities of low earnings 55 million.
The Group's strategy has been to increase the proportion of longer-term debt
and reduce its reliance on committed bank finance. During 2002 it completed
a US$40 million receivables securitisation in the United States. Since the
year-end it has issued US$105 of private placement notes with maturities of
seven and ten years at interest rates of 6.23% and 6.84% respectively. It
has also entered into a US$300 million syndicated loan with its banks of
which US$240 million is available for three years to March 2006 and the
remainder for one year. This new banking arrangement is in addition to
various bilateral arrangements
totaling US$115 million that mature at various dates in 2004.
PENSIONS
The Group operates a number of pension schemes throughout the world, the
majority of which are defined benefit and the largest of which are located
in the U.S., the U.K. and Germany. Provisions totaling GBP87.0 million in
respect of unfunded schemes are included in the financial statements at the
end of the year an increase of GBP1.9 million compared with the previous
year.
On the basis of the Financial Reporting Standard No 17 (FRS 17) which
compares the market value of a funded pension scheme's assets with an
actuarial valuation of its future pension liabilities, the Group's defined
benefit schemes, at the year end, showed a net deficit of GBP82.0 million,
an increase of GBP64.6 million in the year.
The Group's U.K. schemes, the main one of which had an actuarial valuation
during 2002, currently meet the Minimum Funding
Requirement.
DIVIDEND
In view of the current economic conditions in many of our markets and the
need to invest in the cost reduction program, the Board has decided not to
declare a dividend. It is the intention of the Board to return to an
appropriate policy of dividend payments when trading performance has
significantly improved.
OUTLOOK
There is evidence that demand is beginning to stabilize in many of our
markets and that customer de-stocking is slowing. However, we continue to
view the immediate future with caution and are not anticipating any
significant upturn in overall customer demand in the short term.
The immediate focus of the Group will remain on cash management and the
program of cost reduction that is already well advanced. These actions,
coupled with our disposals, should reduce net debt, drive profit growth
despite weak customer demand and, following the refinancing of the Group's
sources of funding, provide us with a strong base from which to capitalize
on the eventual recovery in global markets.
Dr Bruce Farmer CBE, Chairman
Warren Knowlton, Group Chief Executive
On behalf of the Board
To see financials: http://bankrupt.com/misc/MorganCrucible.htm
CONTACT: THE MORGAN CRUCIBLE COMPANY PLC
Morgan House
Madeira Walk
Windsor
Berkshire
SL4 1EP
United Kingdom
Phone: +44 1753 837000
Fax: +44 1753 850872
E-mail: info@morgancrucible.com
ROYAL & SUNALLIANCE: S&P Withdraws Ratings on Three Affiliates
--------------------------------------------------------------
Standard & Poor's--Standard & Poor's Ratings Services said that it removed
its 'BBB+' counterparty credit and financial strength ratings on Employee
Benefits Insurance Co., Design Professional Insurance Co., and EBI Indemnity
Co., which are affiliates of Royal Indemnity Co. (BBB+/Developing /--).
"These ratings are being removed as each entity was merged with affiliate,
Security Insurance Co. of Hartford (SICH) based on the Connecticut Insurance
Department's approval effective Dec. 31, 2002," said Standard & Poor's
credit analyst Fred Loeloff.
The SICH statutory annual statement and its prior year information will be
restated to reflect this operational change, and the surplus from the
affected entities will be combined with the remaining affiliates of Royal
Indemnity Co. with no surplus effect. With the merger completed, Standard &
Poor's has withdrawn the ratings at the company's request.
CONTACT: STANDARD & POOR'S, New York
Frederick Loeloff
Phone: 212/438-7215
Jayan U Dhru
Phone: 212/438-7276
* Not Much of a Lull in Storm for Europe - Standard & Poor's
---------------------------------------------------------------
More credit-quality turbulence is expected in 2003 in Europe's
investment-grade debt market, notwithstanding last year's record
deterioration, a report released from Standard & Poor's Ratings Services,
said. Year-to-date, seven "fallen angels" have already been recorded, and
the distribution of potential rating changes indicates that no material
improvement in credit quality is expected. As of March 5, 2003, the
proportion of issuers with a negative bias was 29%, higher than the 23%
recorded in the same month a year ago.
"Banks and insurance companies remain highly susceptible to further
downgrades," Diane Vazza, head of Global Fixed Income Research, said.
"Nonfinancial sectors that are especially vulnerable include utilities,
forest products and building materials, transportation, media and
entertainment, and high technology," she added.
Last year, investment-grade bond spreads widened and issuance declined due
to a combination of reasons: European investors learning to cope with their
first credit down cycle since the launch of the euro, reverberations from
accounting and disclosure irregularities on both sides of the Atlantic, and
concerns over the implications of equity declines on corporate pension plan
funding needs. Recent news about financial impropriety at Dutch supermarket
group Ahold Koninklijke N.V. has led to renewed concern in this regard.
Banks maintained their traditional dominance of European issuance,
accounting for 54% of new issues in full year 2002 and 56% in the year to
date. In the nonfinancial sector, nearly half of the issuance so far in 2003
has come from the TMT sector (telecommunications, media and entertainment,
and high technology), giving a preliminary indication that these hitherto
troubled sectors may perhaps be seeing a small rebound, albeit from
depressed levels. Prominent issuers so far this year were France Telecom,
Deutsche Telekom International, Telefonica Europe B.V., and Vodafone Group
PLC, though jumbo issues by France Telecom and Deutsche Telekom accounted
for more than 60% of TMT volume.
Nonfinancial sectors that recorded impressive year-over-year increases in
2002 versus 2001 were integrated oil and gas, utilities, homebuilders and
real estate, metals mining and steel, and health care. However, the increase
was more than offset by reduced issuance from sectors such as TMT,
chemicals, automotive, and forest products and building materials.
The rating distribution of issuance predictably suggests that top-tier rated
firms in Europe have had little difficulty accessing capital in the bond
market. Indeed, risk aversion among investors has led to an increase in the
relative share of the market that belongs to the highest-rated issuers;
'AAA'-rated issues rose to 27% so far this year compared with 23% in 2002
and 19% in 2001. This trend is not surprising, given the steady
deterioration in credit quality in Western Europe since the late 1990s.
In the current year (as of March 10), there have been 18 downgrades and no
upgrades recorded among European investment-grade entities. The downgrades
affected US$40.0 billion in long-term debt outstanding.
The insurance sector was the worst hit, with five downgrades. The European
insurance industry has been plagued by poor financial performance as a
result of weakness in global equity markets, payouts related to terrorism,
asbestos claims and severe floods, as well as losses stemming from exposure
to defaulting U.S. firms. Meanwhile, capital goods recorded three downgrades
and banks, retail/restaurants, and telecommunications recorded two
downgrades each. The concentration of downgrades by sector is not dissimilar
to the pattern observed in full year 2002, which also saw heavy downgrades
in the same sectors.
In December 2002, the 12-month trailing investment-grade default rate in the
European Union was 0.40%. (The trailing 12-month investment-grade default
rate captures the proportion of firms that defaulted over the previous
12-month period among the universe of companies that were rated investment
grade by Standard & Poor's 12 months earlier.) Three investment-grade
companies defaulted on their bond obligations in 2002: TXU Europe Ltd. and
its subsidiaries The Energy Group Ltd. and TXU Europe Group PLC.
"The outlook for European credit quality in the investment-grade segment
still looks uninspiring," Ms Vazza concluded. "Notwithstanding last year's
dismal performance, no clear recovery is in the cards, judging by the
distribution of outlook and CreditWatch listings," she concluded.
As of March 5, of the rated 451 European issuers at the parent level, 29%
are listed either with a negative outlook or were listed on CreditWatch with
negative implications, 65% are stable, and only 6% are listed with either a
positive outlook or are on CreditWatch with positive implications. The
proportion of issuers with a negative bias is currently higher than the 23%
listed a year ago whereas the proportion of issuers with a stable outlook
has fallen from 72%, indicating more turbulence in credit quality cannot be
ruled out.
The distribution of outlook and CreditWatch listings by sector showed that
of all the 131 entities listed either with a negative outlook or on
CreditWatch with negative implications, banks and insurance companies
dominate, with 35 and 25 issuers, respectively. Within the nonfinancial
sector, utilities had the highest potential for downgrades, with 15 issuers
listed with a negative outlook or on CreditWatch with negative implications.
Other nonfinancial sectors with a high negative bias include forest products
and building materials, transportation, media and entertainment, and high
technology.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Europe is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc.,
Washington, DC USA. Kimberly MacAdam, Larri-Nil Veloso, Ma. Cristina Canson,
and Laedevee Gonzales, Editors.
Copyright 2003. All rights reserved. ISSN 1529-2754.
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