/raid1/www/Hosts/bankrupt/TCREUR_Public/030401.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
Tuesday, April 1, 2003, Vol. 4, No. 64
Headlines
* F I N L A N D *
BENEFON OYJ: Board of Directors Proposes Alternative Financing
BENEFON OYJ: Sets Out Results of Extraordinary General Meeting
* F R A N C E *
VIVENDI UNIVERSAL: Faces Fraud and Breach of Contract Suit
VIVENDI UNIVERSAL: Calls Liberty Media's Lawsuit "Without Merit"
VIVENDI UNIVERSAL: SEC Requests for Additional Information
* H U N G A R Y *
DAM STEEL: Liquidation of Defunct Steel Producer Started
* I R E L A N D *
ELAN CORP.: Preserves DOV Majority Control of Joint Venture
* L U X E M B O U R G *
MILLICOM INTERNATIONAL: Extends Exchange Offer to Noteholders
* N E T H E R L A N D S *
JOMED N.V.: Discloses Results of Discussions With Creditors
KLM ROYAL: To Discontinue Agent Commission in North Europe
KONINKLIJKE AHOLD: Sara Lee Responds to Alleged Link With Unit
KONINKLIJKE AHOLD: Conagra Clarifies Link With U.S. Foodservice
ROYAL PHILIPS: Adds New Senior Executives to Help Fuel Growth
* P O L A N D *
BANK PEKAO: Enters Loan Agreement With Pekao Faktoring
BANK PEKAO: Announces Decision of the Central Quotation Table
KREDYT BANK: Members of the Management Board Resign
KREDYT BANK: Share Capital Increase of Zagiel Registered
* S P A I N *
SOL MELIA: Ratings Lowered on Continued High Financial Leverage
VIA DIGITAL: Parent to Recapitalize Unit Ahead of Planned Merger
* S W I T Z E R L A N D *
SEZ GROUP: Exit From Wet Bench Leads to Operating Loss
* T U R K E Y *
TURKISH BANKS: Sector Challenged by High Risk Profile - S&P
TURKIYE VAKIFLAR: Fitch Downgrades Long- and Short-term Ratings
YAPI VE KREDI: Fitch Downgrades Long- and Short-term Ratings
* U N I T E D K I N G D O M *
AMP LIMITED: Announces Transfer of U.K. Portfolio to Newcastle
BIG FOOD: Investor Baugur May Make an Offer for Iceland Chain
BRITANNIA REFINED: Proposes to Close Northfleet Lead Refinery
EMI GROUP: To Report Success in Implementing Cost-Cutting Drive
EVANS & SUTHERLAND: Updates Outlook for First Quarter
GKN HOLDINGS: Ratings Lowered on Key Credit Measures Concern
GLAXOSMITHKLINE PLC: Chairman's Letter, Notice of AGM
INFOGRAMES: Founder Clings to Post and Hope of Recovery
MARCONI PLC: Regulator's Report to Spark Questions on Conduct
MARLBOROUGH STIRLING: Chief Executive Coxell Steps Down From Post
MOTHERCARE PLC: Appoints Bernard Cragg Non-executive Director
MYTRAVEL GROUP: To Meet Bankers About Possible Refinancing
ROYAL MAIL: Labor Expert Recommends Privatization as Solution
ROYAL & SUNALLIANCE: To Raise as Much as AU$2.1 Billion From IPO
SIMON GROUP: Posts GBP22.5 MM Loss for Year Ended December 2002
SMG PLC: DTI Approves GBP16M Sale of Publishing Division
TADPOLE TECHNOLOGY: Announces Equity Issue, Additional Listing
* Large Companies with Insolvent Balance Sheets
=============
F I N L A N D
=============
BENEFON OYJ: Board of Directors Proposes Alternative Financing
--------------------------------------------------------------
(i) Background And Development Of The Situation
The Board of Directors of Benefon Oyj, at its meeting begun on
March 27, 2003, discussed subscription commitments relating
to the directed share issue arranged by the company. The main
investor of the negotiated financing solution has been NRJ
International LLC. Just before the end of the receipt period for
subscription commitments, Benefon received another alternative
proposal for main financing solution.
Dr. Philippe Frangie (a Lebanon citizen), who provided Benefon
with a conditional subscription commitment for the amount of
approximately 12 Meuros, gave the proposal. The conditions set
for the subscription commitments by the main investor candidates
are as follows:
-- NRJ International LLC requires that Benefon accepts the
financing solution published before constituting of share
subscription of 5.015 Meuros, subscription of convertible bond
loan for the amount of 5.015 Meuros and in addition right to
subscribe for 29,500,000 option rights entitling to subscribe for
a corresponding amount of Benefon S-shares with the share
subscription price of EUR 0.34. NRJ International LLC has also
given a new subscription commitment for subscribing the 1.029.412
shares that were left unsubscribed by Xpediant LLC in the bridge
financing issue earlier with the total subscription price of EUR
350,000.08.
-- Dr. Philippe Frangie requires that he will get a majority of
Benefon's share capital and votes after the share subscription of
approximately 12 Meuros.
The Board of Directors of Benefon has established that the
conditions set by the main investor candidates exclude each other
and thus decided to offer each candidate a chance to fulfil his
commitment. The subscription rights of the main investor
candidates would be conditional to each other such that the
subscriptions by the candidate who makes them first in full would
be accepted and the subscriptions of the other candidate would be
rejected. Because of this arrangement the Board of Directors has
decided to propose that the extraordinary shareholders' meeting
would in its decisions deviate for certain parts from the
original proposals of the Board. Conditions set for the main
investor candidates would not have any impact on the subscription
rights of other subscribers in the issue.
(ii) Board Of Directors' Proposal For Confirming The Subscription
Rights By Virtue Of The Given Subscription Commitments
The Board has discussed the commitments the company has received
and decided to propose to Extraordinary Shareholders' Meeting
approval of subscription commitments given by other subscribers
than the main investor candidates and conditional approval of the
subscription commitments of the main investor candidates, as
described in the following. In addition the Board has decided to
propose to the shareholders' meeting that the shareholders'
meeting would make the decisions concerning amendment to the
Articles of Association, directed share issue, convertible bond
loan, offering of option rights and electing new Board as decided
by the Board at its meeting begun on March 27, 2003 and deviating
from the original proposals of the Board.
Benefon received by the end of receipt period for the
subscription commitments commitments for the subscription of a
total of 58,833,692 shares and for convertible bond loan
entitling the convert the loan into a maximum of 14.750.000
shares. The value of the commitments was 25.018.455,28 euros in
total. It is to be noted that the commitments of main investor
candidates, NRJ International LLC and Dr. Philippe Frangie are
conditional to each other such that only subscriptions made by
other of them can be accepted.
(1) Subscription commitments of others than main investor
candidates
The Board proposes that shareholders' meeting would confirm
allocation of subscription rights by virtue of the subscription
commitments given for other subscribers than the main investor
candidates as follows:
Subscriber Subscription Payment method
rights/shares
- Culink Technology Ltd. 3,299,030 set-off
- Keskinainen elakevakuutusyhti" Varma-Sampo
1,658,495 set-off
- EBV Elektronik GmbH & Co KG
1,500,000 set-off
- Icecapital Securities Ltd.
323,500 set-off
- Powerfinn Oy 233,099 set-off
- If Vahinkovakutusyhti" Oy
199,070 set-off
- Solagem Oy 85,386 set-off
- Insmat-Akku Oy 75,000 set-off
- VLSI Solutions Oy 55,770 set-off
- Oy TML Leading Network International Ltd.
55,147 set-off
- C3 Suunnittelu Oy 51,410 set-off
- s-Blox AG 43,014 set-off
- Syspex Oy 38,808 set-off
- Novacast Oy 32,352 set-off
- Aspecs Oy 25,678 set-off
- Camteam Oy 22,968 set-off
- Arrow Finland Oy 22,294 set-off
- Oy Cumulator Ltd. 18,000 set-off
- Scanpiiri Oy 16,141 set-off
- Tmi Ruokala Marja Heikkonen
5,000 set-off
Total: 7,760,162 shares 2,638,455.08 euros
Condition for all of the above commitments is that the total
value of the financing arrangement will arise to at least 12
Meuros, which requires the fulfilment of commitment by either of
the main investor candidates.
(2) Commitments of the main investor candidates
For the part of the main investor candidates NRJ International
LLC and Dr. Philippe Frangie the Board of Benefon has decided the
subscription commitments given by both of them provided that the
shareholders' meeting amends the terms of the directed share
issue such that only other main investor candidates share
subscriptions can be accepted. At the same approval of
subscriptions of the convertible bond loan and option rights,
that are proposed to be directed to NRJ International LLC, would
be set conditional to that which main investor candidate's share
subscription were accepted. The Board proposes to shareholders'
meeting that when accepting the subscriptions the priority would
be given to subscription of that main investor candidate who
first fulfils his commitment, i.e. pays the subscription price
for the shares in accordance with the commitment given in full to
the company.
The Board proposes that shareholders' meeting would confirm
allocation of subscription rights of the main investor candidates
as follows:
Subscriber Subscription Payment method
rights/shares
- NRJ International LLC 15,779,412 money
- Dr. Philippe Frangie 35,294,118 money
Total: 51,073,530 shares 17,365,000.20 euros
(3) Summary of all commitments
In all the maximum number of the subscription rights in the
directed share issue would be 58,833,692 and the total
subscription price 20,003,455.28 euros corresponding subscription
price of 0.34 euros for each share. Because of the conditions set
by the main investor candidates for their commitments the total
value of financial arrangement may in practise be at most
13,018,455.16 euros if the main investor is NRJ International LLC
and at most 14.638.455,20 euros if the main investor is Dr.
Philippe Frangie. In each case the proportion of subscription
paid using debts due for set-off is 2,638,455.08 euros the
remaining part of subscriptions being payable in money.
(iii) Board Proposals For The Shareholders' Meeting To Deviate In
Its Decision From Original Board Prosals For Certain Parts
As stated before the Board has decided to propose to the
shareholders' meeting that shareholders' meeting would in its
decisions for certain parts deviate from Board original proposals
concerning the amendment to Articles of Association, directed
share issue, issue of convertible bond loan, issue of option
rights and election of the new Board. These deviations are needed
that the conditional financing arrangement described above can be
realized and the maximum sizing of the directed share issue
changed to big enough.
(1) Proposed deviation from the proposal for amending articles 3,
4 and 5 of the Articles of Association
The Board proposes that the maximum share capital according to
article 3 were decided to be 50,000,000 euros instead of proposed
40,000,000 euros, and that maximum number of shares according to
Article 4 were decided to be 140,000,000 instead of proposed
120,000,000, and that maximum number of investment series shares
according to Article 5 were decided to be 139,500,000 instead of
proposed 119,500,000.
(2) Proposed deviation from the proposal for the directed share
issue
The Board proposes that the decision concerning the directed
share issue would be made in deviation from the original proposal
of the Board for the following parts:
- Share capital would be increased by a maximum of 19,790,233.46
euros and 58.833.692 shares instead of a maximum of 14,380,067.81
euros and 42.750.000 shares proposed.
- Subscription period for the issue would end on April 4, 2003
instead of proposed March 31, 2003.
- The approval of subscriptions would take place for the part of
NRJ International LLC and Dr. Philippe Frangie such only earlier
fully paid subscription can be accepted. For the part of NRJ
International LLC payment of subscription includes also payment
of the subscription of the convertible bond loan in full.
(3) Proposed deviation from the proposal for issuing convertible
bond loan
The Board proposes that the decision concerning the issue of
convertible bond loan would be made in deviation from the
original proposal of the Board for the following parts:
- Subscription period for the loan would end on April 4, 2003
instead of proposed March 31, 2003.
- Approval of NRJ International LLC's subscription is conditional
to that NRJ International LLC has paid its subscriptions for
shares and convertible bond loan, total amount of 10,380,000.08
euros, in full before the other main investor candidate Dr.
Philippe Frangie has paid his share subscription of 12,000,000.12
euros in full. If Dr. Philippe Frangies subscription takes place
first NRJ International LLC's subscription for convertible bond
loan cannot be accepted and any possible payments for
subscription price would be repaid to subscriber without delay.
(4) Proposed deviation from the proposal for issuing option
rights
The Board proposes that the decision concerning the issue of
option rights would be made in deviation from the original
proposal of the Board for the following parts:
- Subscription period for the option rights would end on April 4,
2003 instead of proposed March 31, 2003.
- Approval of NRJ International LLC's subscription is conditional
to that NRJ International LLC has paid its subscriptions for
shares and convertible bond loan, total amount of 10,380,000.08
euros, in full before the other main investor candidate Dr.
Philippe Frangie has paid his share subscription of 12,000,000.12
euros in full. If Dr. Philippe Frangies subscription takes place
first NRJ International LLC's subscription for option rights
cannot be accepted and the option rights would become void.
(5) Proposed deviation from the proposal concerning election of
new Board
The Board proposes that the composition of the Board would depend
on the main financing solution realized. The present Board would
give its conditional resignation, according to which the
resignation came into force if the main investor were NRJ
International LLC. The resignation would come into effect
immediately after accepting the subscriptions of NRJ
International LLC. The Extraordinary Shareholders' Meeting would
elect the new Board with the same condition. The term of the new
Board would begin immediately after the resignation of the old
Board had come into force. In case the main investor were Dr.
Philippe Frangie the current Board would be completed with one
new Board member and the current Board would then continue its
term until the next annual general meeting.
BENEFON OYJ: Sets Out Results of Extraordinary General Meeting
--------------------------------------------------------------
The following resolutions were made in the Extraordinary General
Meeting of Benefon Oyj on Friday:
(i) Amending articles 3, 4, and 5 of Articles of Association
The General Meeting resolved to change the articles 3, 4, and 5
of Benefon's Articles of Association to be amended as proposed by
the Board of Directors before the beginning of the shareholders'
meeting as follows:
Minimum and maximum share capital
Company's minimum share capital is EUR 1,000,000 and maximum
capital EUR 50,000,000 in which limits the share capital can be
increased or decreased without changing the Articles of
Association.
Number of shares
company has a minimum of 2,500,000 and a maximum of 140,0000,000
shares. A share has no nominal value.
Share series
company shares are divided to common shares and investment shares
so that there is a maximum of five hundred thousand (500,000)
common shares and a minimum of two million (2,000,000) and
maximum of one hundred thirty-nine million five hundred thousand
(139,500,000) investment shares."
(ii) Directed share issue
The General Meeting resolved, as proposed to be deviated from the
original proposal by the Board before the beginning of the
shareholders' meeting, to raise the share capital of the company
by a minimum of 6,465,341.73 and a maximum of EUR 19,790,233.46
by offering a minimum of 19,220,588 and a maximum of 58,833,692
new investment shares of the company, each with a book parity of
EUR 0.34 (not the exact value), for subscription by a 22
professional domestic or foreign investors and debtors of the
company. The purpose of the directed share issue is to strengthen
the financial situation of Benefon Oyj. The deviation from the
pre-emptive subscription right of the shareholders is decided
because the issue is aimed to strengthen the company's capital
structure and balance sheet. Therefore, the company has a
justified financial reason for deviating from the shareholders'
first option.
The issue was implemented as a share issue via book building,
where the investors named by the company were given a chance to
submit subscription commitments during the receipt period of the
offers from March 10 to March 26, 2003 ("Receipt period"). The
subscription commitments may also be conditional. The receipt of
the subscription commitments was executed by Benefon Oyj.
The share subscription price per investment share is the same for
all investors and it is EUR 0.34. The subscription price may also
be paid using set-off.
The General Meeting confirmed the allocation of the subscription
rights for other subscribers than the main investor candidates
according to the subscription commitments submitted, as follows:
Subscriber Subscription Payment method
rights/shares
- Culink Technology Ltd. 3,299,030 set-off
- Keskinainen elakevakuutusyhti" Varma-Sampo
1,658,495 set-off
- EBV Elektronik GmbH & Co KG
1,500,000 set-off
- Icecapital Securities Ltd.
323,500 set-off
- Powerfinn Oy 233,099 set-off
- If Vahinkovakutusyhti" Oy 199,070 set-off
- Solagem Oy 85,386 set-off
- Insmat-Akku Oy 75,000 set-off
- VLSI Solutions Oy 55,770 set-off
- Oy TML Leading Network International Ltd.
55,147 set-off
- C3 Suunnittelu Oy 51,410 set-off
- s-Blox AG 43,014 set-off
- Syspex Oy 38,808 set-off
- Novacast Oy 32,352 set-off
- Aspecs Oy 25,678 set-off
- Camteam Oy 22,968 set-off
- Arrow Finland Oy 22,294 set-off
- Oy Cumulator Ltd. 18,000 set-off
- Scanpiiri Oy 16,141 set-off
- Tmi Ruokala Marja Heikkonen 5,000 set-off
Total: 7,760,162 shares 2,638,455.08 euros
The allocation of subscription rights of the main investor NRJ
International LLC and Dr. Philippe Frangie were confirmed
conditionally as proposed by the Board before the beginning of
the shareholders' meeting as follows:
Subscriber Subscription Payment method
rights/shares
- NRJ International LLC 15,779,412 money
- Dr. Philippe Frangie 35,294,118 money
Total: 51,073,530 shares 17,365,000.20 euros
For NRJ International LLC's and Dr. Philippe Frangie's
subscriptions only other's subscriptions can be accepted. When
accepting the subscriptions priority is given to the subscriber
who has first completed his subscription in full. For the part of
NRJ International LLC this includes also subscription of
convertible bond loan for the amount of 5.015 Meuros.
The subscription period begun after the shareholders' meeting on
March 28, 2003 and ends on April 4, 2003. The shares shall be
subscribed, as provided in Chapter 3a, Section 17 of the
Companies Act, by paying the entire share subscription price on
the account appointed by the company, or into a separate
subscription list if the subscription is paid using set-off, by
the end of the subscription period. The Board of Directors shall
accept all the subscriptions made in this way and according to
the terms and conditions of the subscription by other subscribers
than NRJ International LLC and Dr. Philippe Frangie.
Subscriptions of NRJ International LLC and Dr. Philippe Frangie
are accepted as stated before so that the subscriptions of the
one who makes them first in full are accepted.
The new shares have the same value as the company's other
investment shares and entitle to full dividend for the financial
period, which started on 1 January 2002 and for all financial
periods thereafter.
More details concerning the directed share issue have been given
in an earlier bulletin of the company dated March 10, 2003 and
bulletin issued before the shareholders' meeting on March 28,
2003.
(iii) Issuance of a convertible bond loan
The General Meeting resolved to increase company's share capital
by issuing a convertible bond loan (Convertible Bond Loan I/2003)
with the amendments to terms proposed by the Board before the
beginning of the shareholders' meeting.
The company's share capital is increased by the maximum of EUR
4,961,543.87 by offering convertible bond loan, with maximum
principal of EUR 5,015,000, for subscription by NRJ International
LLC. For the Loan a maximum of ten (10) transferable convertible
bonds is given, the principal value of each being EUR 501,500.
The convertible bonds may be converted in total into a maximum of
14,750,000 new investment shares of the company with the book
counter value of EUR 0.34 (not the exact value) each.
The maximum amount of the principal of the convertible bond loan
shall be in total EUR 5,015,000.00. The issue price is one
hundred (100) percent. The convertible bonds may be converted
into the maximum of 14,750,000 new shares of the company with
book accounting value of EUR 0.34 (not the exact value) each. The
conversion rate of the convertible bond loan corresponds to the
share subscription price of EUR 0.34 per share for each share
with the book accounting value of EUR 0.34 (not the exact value)
so that each full EUR 0.34 of the Loan may be converted into one
(1) investment share. The conversion rate has been agreed upon in
the negotiations between the company and NRJ International LLC.
Out of the shares to be converted an amount corresponding to the
par accounting value of the shares converted shall be booked in
the share capital, rest being premium. As a result of the
conversion of the convertible bond loan the share capital of the
company may increase by the maximum of EUR 4.961,543.87.
The loan period begins from the subscription of the loan and ends
on the January 31, 2006, when the loan and unpaid interest
accrued on it fall due for repayment in their entirety excluding
the loan amount converted into the shares of the company.
The subscription period of the Convertible Bond Loan I/2003
begins immediately after the shareholders' extraordinary meeting
of the March 28, 2003 and ends on the April 4, 2003. The loan
amount subscribed for shall be paid to the bank account of
Benefon Oyj by the end of subscription period. The Board of
Directors of the company shall decide upon the acceptance of the
subscriptions such that Approval of NRJ International LLC's
subscription is conditional to that NRJ International LLC has
paid its subscriptions for shares and convertible bond loan,
total amount of 10,380,000.08 euros, in full before the other
main investor candidate Dr. Philippe Frangie has paid his share
subscription of 12,000,000.12 euros in full. If Dr. Philippe
Frangie's subscription takes place first NRJ International LLC's
subscription for convertible bond loan cannot be accepted and any
possible payments for subscription price is repaid to subscriber
without delay.
Convertible bonds may be converted into the shares of the company
either as a whole or in part. The conversion takes place during
the time period between April 10, 2003 and January 31, 2006
according to the terms and conditions of the Convertible Bond
Loan I/2003.
More details concerning the issuance of the Convertible Bond Loan
have been given in an earlier bulletin of the company dated March
10, 2003 and bulletin issued before the shareholders' meeting on
March 28, 2003.
(iv) Offering option rights to NRJ International LLC
The General Meeting resolved to issue option rights with the
amended terms as proposed by the Board before the beginning of
the shareholders' meeting.
In deviation from the pre-emptive subscription rights of the
shareholders, the options are offered for subscription to NRJ
International LLC. The maximum number of options is 29,500,000
and the maximum of twenty (20) options certificates, each worth
1,475,000 option rights are given.
The options entitle to subscribe a maximum of 29,500,000
investment shares of Benefon Oyj. The shareholders' pre-emptive
right of subscription is deviated from because the options are
designed to be a part of the total financing package agreed on
between the company and NRJ International LLC, and they enable
flexible additional financing if concerned necessary. Thus, a
weighty economic reason exists for deviating from the pre-emptive
subscription right. Subscription period for the option rights
begins on March 28, 2003 and ends on April 4, 2003.
The subscription price of each share, subscribed by exercising
the option right, has a book parity value of EUR 0.34 (not the
exact value) and a subscription price of EUR 0.34. The shares
have to be paid for upon subscription. As a result of the
subscriptions, the company's share capital may increase by a
maximum of EUR 9,923,087.74. Approval of NRJ International LLC's
subscription is conditional to that NRJ International LLC has
paid its subscriptions for shares and convertible bond loan,
total amount of 10,380,000.08 euros, in full before the other
main investor candidate Dr. Philippe Frangie has paid his share
subscription of 12,000,000.12 euros in full. If Dr. Philippe
Frangies subscription takes place first NRJ International LLC's
subscription for option rights cannot be accepted and the option
rights become void.
More details concerning the Option Rights have been given in an
earlier bulletin of the company dated March 10, 2003 and bulletin
issued before the shareholders' meeting on March 28, 2003.
(v) The Board of Directors
The shareholders' meeting elected new Board of Directors, which
includes five (5) members. The election is conditional to that
NRJ International becomes the main owner of the company. The new
members of the Board were conditionally elected Peter Chlubek,
Graham Thomas, Thomas Ventulett, Jorma Nieminen and Jukka
Nieminen. The current Board of Directors gave its conditional
resignation, which comes into effect immediately if the company
accepts NRJ International LLC's share and convertible bond loan
subscriptions. Term of the new Board begins at the same time.
Shareholders' meeting decided also conditionally completing the
Board with one new member, Mr. Pascal Lorne. Election of Mr.
Lorne comes into effect if the Board approves share subscription
of Dr. Philippe Frangie.
===========
F R A N C E
===========
VIVENDI UNIVERSAL: Faces Fraud and Breach of Contract Suit
----------------------------------------------------------
Liberty Media lodged a legal action against media conglomerate
Vivendi Universal alleging that the group misled the market as to
the exact condition of its finances.
Liberty claimed that Vivendi did not disclose a financial crisis
while the management of former Jean-Marie Messier is negotiating
a EUR11-billion stake swap involving Liberty's stake in USA
Networks.
Liberty swapped some of its stake in USA Networks and its entire
shareholding in Multithematiques, the French television group,
for a 3% shareholding in Vivendi Universal.
During the transaction, Vivendi assured Liberty about the
soundness of its financial position. The warranties expire this
week, according to the Financial Times.
The legal suit, filed in a Manhattan federal court, joins a
consolidated lawsuit in New York. It is claiming unspecified
punitive and compensatory damages and a court order nullifying
the deal.
Vivendi Universal suggested the action has something to do with
Liberty Media's possible purchase of two of the company's U.S.
cable channels.
"It shows the weakness of their bargaining position over the
cable channels that they are resorting to tactics like this," one
source at Vivendi Universal said.
Vivendi Universal said the group's investment bankers had been
holding detailed discussions with Liberty Media's chairman, John
Malone, over the possible transaction.
VIVENDI UNIVERSAL: Calls Liberty Media's Lawsuit "Without Merit"
---------------------------------------------------------------
In response to Liberty Media Corporation's lawsuit against
Vivendi Universal and its subsidiary, Universal Studios, Inc.,
which was filed in federal district court in New York City on
Friday, March 28, 2003, the company stated the following:
"Vivendi Universal intends to vigorously defend this lawsuit,
which it believes to be without merit. The company was surprised
and was particularly stunned by this legal action, because the
complaint was filed without notice, just one day after Vivendi
Universal, through its bankers, and Liberty Media CEO had
conducted a business meeting regarding their future
collaborations, after several such meetings and exchange of
documents.
"Vivendi Universal believes that Liberty's chief motive was to
file the lawsuit in order to gain leverage in those ongoing
negotiations.
"Vivendi Universal added that the lawsuit would not distract the
company from the quick and orderly resolution of its financial
issues. Vivendi Universal remains on track to return to an
investment grade credit profile within the next 12 to 18 months
by continuing to reduce the company's leverage while maintaining
sufficient liquidity."
CONTACTS: VIVENDI UNIVERSAL
Investor Relations
Paris
Laurence Daniel
Phone: +33(1) 71.71.1233
New York
Eileen McLaughlin
Phone: +(1) 212.572.8961
VIVENDI UNIVERSAL: SEC Requests for Additional Information
----------------------------------------------------------
The U.S. Securities and Exchange Commission asked Vivendi
Universal to supply more information relating to the ongoing
investigation of the company's accounting practices.
The Franco-American conglomerate revealed the information in its
filing with the SEC saying on March 18 the regulator requested
"additional information from Vivendi Universal on a variety of
accounting issues."
It said it is "actively cooperating" with the investigation.
The request for additional documents follows an earlier subpoena
for certain information in November and January, after the SEC's
informal investigation turned into a formal inquiry.
The probe is focusing on whether the company produced accurate
financial data in 2001, during the term of former chief executive
Jean-Marie Messier.
Vivendi, one of the world's largest media companies, is also
facing inquiries with the U.S. Attorney for sourthern New York,
French market regulator COB, and the French justice officials.
=============
H U N G A R Y
=============
DAM STEEL: Liquidation of Defunct Steel Producer Started
--------------------------------------------------------
Liquidator Matraholding Rt has started winding up the redundant
Diosgyor-based steel maker DAM Steel Rt.
CEO Janos Kovacs of Matraholding announced that the liquidation
started last Thursday and that by next week the liquidator will
assume control of the company to appraise its assets and evaluate
its market position, before a final decision on the future of the
steelworks is made.
DAM filed for bankruptcy after its parent, Italian Cogne Acciai
Speciali Srl, decided the operation was too expensive and halted
its production in January.
Cogne built DAM Steel in April 2001 out of the assets of defunct
DAM. It is known that in its two years under Italian ownership,
DAM posted losses of HUF6 billion and amassed some HUF1 billion
in debts.
Some industry sources say the liquidation of DAM may have been
deliberately planned to benefit certain parties.
=============
I R E L A N D
=============
ELAN CORP.: Preserves DOV Majority Control of Joint Venture
-----------------------------------------------------------
DOV Pharmaceutical, Inc. announced that it has reached agreement
with subsidiaries of Elan Corporation, plc to eliminate the
exchange right feature of DOV's convertible exchangeable note
held by Elan.
The exchange right had previously given Elan the option of
converting the principal balance of the note into an increased
ownership interest in the joint venture from Elan's original
equity interest of 19.9% to 50.0%, thereby decreasing DOV's
equity interest to 50% from 80.1%.
All other significant terms of the note will remain the same. In
partial consideration for this amendment, Elan will be issued
warrants to purchase 75,000 shares of DOV common stock at an
exercise price of $10 per share and an expiration date of January
21, 2006. The joint venture, DOV Bermuda, was formed in 1999 to
develop a controlled release formulation of bicifadine, currently
in a Phase III pivotal clinical trial, and a controlled release
formulation of ocinaplon, which is scheduled to begin a Phase III
pivotal clinical trial this summer. Both products utilize Elan's
proprietary drug delivery technology.
On July 31, 2002, Elan announced a recovery plan that includes
the divestiture of businesses, assets and products that are no
longer core to Elan. Elan has indicated that it will no longer
fund its pro-rata share to the DOV joint venture effective
January 1, 2003. DOV and Elan have agreed to continue discussions
relating to the proposed reorganization of the joint venture
going forward. The development of controlled release formulations
of bicifadine and ocinaplon will continue on its present
schedule.
Dr. Arnold Lippa, Chairman and CEO of the company said, "We are
committed to the development of bicifadine and ocinaplon. We
maintain a productive and positive relationship with our partner
Elan. We understand the need for Elan to reorganize its product
portfolio and intend to work closely with Elan to ensure that the
product development of bicifadine and ocinaplon meets the present
schedule."
DOV is a biopharmaceutical company focused on the discovery, in-
licensing, development and commercialization of novel drug
candidates for central nervous system and other disorders,
including cardiovascular and urological, that involve alterations
in neuronal processing. The company has six product candidates
undergoing clinical development that address therapeutic
indications with significant unmet needs.
===================
L U X E M B O U R G
===================
MILLICOM INTERNATIONAL: Extends Exchange Offer to Noteholders
-------------------------------------------------------------
Millicom International Cellular S.A., the global
telecommunications investor, announces that it is extending the
private exchange offer and consent solicitation to holders of 13-
1/2% Senior Subordinated Discount Notes due 2006, or the "Old
Notes", who are not U.S. persons, or who are U.S. persons that
are either "qualified institutional buyers" or "institutional
accredited investors" (as each of those terms are defined under
the Securities Act of 1933, as amended) and who can make the
representations to exchange, upon the terms and subject to the
conditions set forth in the private offering documents, until
5:00 p.m. New York City time on April 11, 2003, unless further
extended by Millicom.
The rights of withdrawal for those bondholders who have already
tendered their acceptance to the exchange offer and consent
solicitation shall continue until the new expiration date in
accordance with the terms of the private offering documents.
Millicom also announces that it has received conditional
commitments from approximately 50% of the holders of the Old
Notes to exchange their Old Notes for new securities in the
ongoing private exchange offer under certain revised terms.
The commitments by these holders remain subject, among other
things, to the satisfactory completion of a due diligence review
of Millicom's publicly available information by the legal and
financial advisors of such holders, expected to last for no more
than two weeks. The commitment by Millicom to amend the terms of
the existing private exchange offer and to re-circulate the
related private offering documents is subject, among other
things, to the completion of the due diligence referred to above
and additional holders of Old Notes delivering binding
commitments to participate in the exchange offer on such amended
terms.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell Millicom's securities and is not
being made to, nor will tenders be accepted from, or on behalf
of, holders of Old Notes in any jurisdiction in which the making
of the exchange offer and consent solicitation or the acceptance
thereof would not be in compliance with the laws of such
jurisdiction.
Millicom International Cellular S.A. is a global
telecommunications investor with cellular operations in Asia,
Latin America and Africa. It currently has a total of 16 cellular
operations and licenses in 15 countries. Millicom's cellular
operations have a combined population under license (excluding
Tele2) of approximately 360 million people.
In addition, Millicom provides high-speed wireless data services
in seven countries. Millicom also has a 6.8% interest in Tele2
AB, the leading alternative pan-European telecommunications
company offering fixed and mobile telephony, data network and
Internet services to over 16 million customers in 21 countries.
Millicom's shares are traded on the Nasdaq Stock Market under the
symbol MICC.
Lazard is acting for Millicom International Cellular S.A. in
connection with the exchange offer and consent solicitation and
no-one else and will not be responsible to anyone other than
Millicom International Cellular S.A. for providing the
protections offered to clients of Lazard nor for providing advice
in relation to the exchange offer or consent solicitation.
CONTACTS: MILLICOM INTERNATIONAL
Marc Beuls, President and Chief Executive Officer
Phone: +352 27 759 101
Homepage at http://www.millicom.com
LAZARD, NEW YORK
Jim Millstein
Phone: +1 212 632 6000
LAZARD, LONDON
Peter Warner
Phone: +44 20 7588 2721
Daniel Bordessa
Cyrus Kapadia
SHARED VALUE LTD, LONDON
Andrew Best
Phone: +44 20 7321 5022
=====================
N E T H E R L A N D S
=====================
JOMED N.V.: Discloses Results of Discussions With Creditors
-----------------------------------------------------------
On March 27, 2003 at an informal creditors' meeting held in
Amsterdam, the administrators in the preliminary suspension of
payments of JOMED N.V. in cooperation with management and the
chairman of the Supervisory Board discussed current developments
with the most important and largest creditors of JOMED N.V.
During the meeting the administrators and management released the
following information.
The quality of the financial information up till now has been
poor, due to lack of transparency in the financial administration
within the JOMED Group. An independent financial advisor has been
hired to look into all available financial information. His
review will presumably be finalized at the beginning of April.
His preliminary findings show that there is a negative cash flow,
at least for the coming months. There is an immediate need for
liquidity at JOMED GmbH, a German subsidiary of JOMED N.V., and
JOMED Inc., a U.S. subsidiary of JOMED N.V. If no additional cash
will flow into these subsidiaries which are essential to the
company within the next days, they will be forced to file for
bankruptcy proceedings in their jurisdictions. Internal
restructuring to achieve positive cash flow in the near future is
continuing.
CSFB, a leading investment bank that has been assisting JOMED in
previous assignments, has been instructed on behalf of the
administrators and management to solicit bids for parts or the
entire business of the JOMED Group. Non-binding offers, from
approximately 15 seriously interested parties, are expected in
the coming week. Only one firm offer has been received up till
now.
In the meeting the administrators consulted the creditors present
with the request to use in total approximately EUR 10 million
from the suspension-of-payment account held by the administrators
to fund the cash shortage on the subsidiary level for the next
two months. From this amount approximately EUR 5 to 6 million
would be used to solve the liquidity need in the two afore-
mentioned subsidiaries. This request is being considered by the
creditors and a definite answer is expected on Monday.
Discussions with investors are continuing in a positive way with
the aim of completing a financial restructuring of the company
within the next two weeks. Simultaneously discussions with
parties interested in buying the company or parts of the company
are continuing.
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. JOMED's shares are listed on the main segment of the
SWX Swiss Exchange (SWX: JOM). For more information, please visit
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
KLM ROYAL: To Discontinue Agent Commission in North Europe
----------------------------------------------------------
KLM Royal Dutch Airlines will no longer pay commission to travel
agents in Norway, Sweden and Denmark effective July 1, 2003. The
measure also applies for tickets issued by KLM's partner
Northwest Airlines. Until July 1, KLM will continue to pay travel
agents the usual 7% commission for every ticket sold. The
discontinuation of agent commission in North Europe reflects
KLM's strategy to reduce distribution costs and ensure greater
transparency for customers.
KLM's decision to stop paying agents commission is in line with
current trends in the Northern European market. Other airlines
have already stopped paying commission or intend to do so in the
near future.
The new system will see KLM charging net ticket prices in Norway,
Sweden and Denmark. Travel agents may then charge their customers
a service fee on top of the ticket price. This will offer
customers greater transparency regarding ticket-pricing
structure, because the relationship between the ticket price and
the value added by the travel agent will be clearer.
In Norway, Sweden and Denmark KLM will charge the same net ticket
prices via its direct sales channels, the KLM Call Center and its
website www.klm.com. KLM charges customers in these countries a
service fee for reservations made via these channels.
These service fees are listed below:
These service fees are listed below:
Call Center Internet
Europe
Business Class EUR 49 EUR 16
Economy Class EUR 32 EUR 16
Intercontinental
Business Class EUR 82 EUR 16
Economy Class EUR 60 EUR 16
Customers who opt for an e-ticket will get an EUR 5.50 discount
on the above fees.
Travel agents have been notified of these service fees and can
adjust their own fees accordingly.
KONINKLIJKE AHOLD: Sara Lee Responds to Alleged Link With Unit
--------------------------------------------------------------
The company (Sara Lee) has not been contacted by investigators
and is unaware of any questions surrounding its business
relationship with U.S. Foodservice.
Sara Lee Corporation responded to a story in Wall Street Journal
in which an anonymous source alleges that the company has acted
inappropriately in its customer relationship with Ahold's U.S.
Foodservice division.
C. Steven McMillan, chairman, president and chief executive
officer of Sara Lee Corporation stated, "Last month, when Ahold
announced that it had found accounting irregularities in its U.S.
Foodservice business, we immediately reviewed all of our records
associated with each of our foodservice distributors and
confirmed that our conduct and accounting was appropriate and
accurate.
Moreover, we have not been contacted by any investigators -
either from the U.S. Attorney's office, the Securities and
Exchange Commission or Ahold's outside auditor, Deloitte & Touche
- regarding our relationship with U.S. Foodservice. We are
prepared to cooperate fully should any of these investigative
bodies contact us. To the best of our knowledge, we have always
conducted our business with U.S. Foodservice and all of our
customers with the highest ethical standards."
Sara Lee Corporation (http://www.saralee.com)is one of the
world's leading branded consumer packaged goods companies,
selling its products in nearly 200 countries. The company has
three global businesses - Food and Beverage, Intimates and
Underwear, and Household Products - through which it manufactures
and markets products of exceptional quality and value under
leading, well-known brand names such as Sara Lee, Earth Grains,
Jimmy Dean, Douwe Egberts, Chock full o'Nuts, Hanes, Playtex,
Bali, Dim, Kiwi, Ambi-Pur and Sanex.
CONTACT: SARA LEE
For analysts
Aaron Hoffman
Phone: 312.558.8739
KONINKLIJKE AHOLD: Conagra Clarifies Link With U.S. Foodservice
-------------------------------------------------------------
ConAgra Foods, Inc. announced on Friday that it is aware of the
Royal Ahold NV investigation, based on news reports regarding
Royal Ahold and public statements issued by Royal Ahold.
ConAgra Foods is a supplier to Royal Ahold and, like all
suppliers, in the ordinary course of business, received requests
from Royal Ahold's outside auditors to confirm amounts payable by
ConAgra Foods to Royal Ahold.
ConAgra Foods systematically refused to verify confirmation
requests that were inaccurate. Recent news accounts to the
contrary with respect to ConAgra Foods' relationship with Royal
Ahold are misleading.
ConAgra Foods' sales to Royal Ahold reflect ordinary and
appropriate business practices in the foodservice industry, and
ConAgra Foods is not aware of any financial impact to ConAgra
Foods because of the Royal Ahold investigation.
ConAgra Foods, Inc. is one of North America's largest packaged
food companies, serving consumer grocery as well as restaurant
and foodservice establishments.
ROYAL PHILIPS: Adds New Senior Executives to Help Fuel Growth
-------------------------------------------------------------
Royal Philips Electronics announced that it has added two new top
executives to its Medical Systems division.
Randy E. Dobbs, former president and CEO of GE Capital
Information Technology Solutions for North America, will become
the new CEO for the North America's Sales & Service Region.
Barbara D. Franciose, former president and general manager for
worldwide Nuclear Medicine at Siemens Medical Solutions, will
become the new global CEO for the Ultrasound business line. Both
will join the company on April 1, 2003 and will report directly
to Jouko Karvinen, president and CEO of Philips Medical Systems.
They will be responsible for helping to capitalize on the
company's increased breadth and capabilities and significantly
grow the business, increase its overall market share, and
solidify Philips as a leader in the healthcare industry.
In his former CEO position at GE Information Technology
Solutions, Mr. Dobbs was responsible for spearheading improved
performance that increased income in a highly competitive
business and economic environment. Mr. Dobbs created and led a
high-performance team that substantially improved the overall
business performance. He also held several other top-level
positions with GE including executive vice president of Global
Services, vice president of Engineering Services, as well as
general manager of services for Medical Systems.
In her former president and general management role at Siemens,
Ms. Franciose was responsible for significantly growing revenue
and overall market share in the Nuclear Medicine and Molecular
Imaging markets. Ms. Franciose has also held a number of other
top-level positions with Siemens including vice president and
general manager of the Angiography Division, division head of
Cardiac Imaging, and group manager of Engineering. Ms. Franciose
replaces Tim Mickelson, who will become the new CEO of Global
Customer Services, focused on leveraging the new strengths of the
company and significantly growing the services component of
Philips Medical.
"Crucial to our ability to leverage the strength of our company
is having a high-performance team and that starts at the top,"
said Jouko Karvinen, president and CEO of Philips Medical
Systems. "Randy Dobbs and Barbara Franciose are proven leaders in
technology businesses of similar scale and complexity to Philips
Medical Systems. We are confident in their ability to make
significant contributions to our overall business performance and
long-term success and are thrilled to have leaders of their
caliber join the Philips organization."
===========
P O L A N D
===========
BANK PEKAO: Enters Loan Agreement With Pekao Faktoring
------------------------------------------------------
Management Board of Bank Polska Kasa Opieki SA informs that on
Friday Bank Pekao SA signed a loan agreement with Pekao Faktoring
Sp. z o.o., a subsidiary of Bank Pekao SA (Bank holds 100% of
shares). Total value of the agreement amounted to PLN 250.000.000
(two hundreds fifty millions). The loans will be used to finance
factoring transactions with the Client.
Legal basis:
(para. 5, section 1, point 8, Decree of the Council of Ministers
dated 16th of October, 2001 - Dz. U. Nr 139, poz. 1569 with later
changes)
(chapter 2, para. 4, section 3, point 8, Appendix No 1 to the
Regulations of Central Quotation Table S.A. )
*****
In August, Fitch Ratings downgraded Bank Pekao's individual
rating from 'C' to 'C/D'.
Fitch said the present negative macroeconomic environment in
Poland has materially affected Pekao's loan portfolio quality.
The bank reported a net loss for 2Q 2002, caused by high loan
loss provisions.
BANK PEKAO: Announces Decision of the Central Quotation Table
-------------------------------------------------------------
Management Board of Bank Polska Kasa Opieki SA informs, that
received information, that on March 27, 2003 the Management Board
of Central Quotation Table (CeTO) has made resolution no. 40/03
to adopt to the trading on bonds market 314.056 (three hundred
fourteen thousand and fifty six) Ordinary Bearer Bonds Series D
(code PEKAO04) of Bank Polska Kasa Opieki SA with nominal value
of PLN 100 each, which were issued within the Program of Retail
Bonds Issue.
The first day of quotation of these bonds is set on March 31,
2003, and the last day of trading the bonds is set on December
16, 2003.
Legal basis:
(para. 43, point 3 and 4, Decree of the Council of Ministers
dated 16th of October, 2001 - Dz. U. Nr 139, poz. 1569 with later
changes)
(CeTO chapter 1, para. 25, point 4 and 5)
KREDYT BANK: Members of the Management Board Resign
---------------------------------------------------
The Management Board of Kredyt Bank S.A. announces that at
Wedesday's meeting of the Supervisory Board of Kredyt Bank S.A.
the following members of the Management Board submitted their
resignations:
-- Mr. Waldemar Nowak, Deputy President of the Management Board,
as from March 26, 2003
-- Mr. Frank Jansen, Deputy President of the Management Board, as
from June 30, 2003. KBC Bank will propose its new representative
to become the Management Board Member.
-- Mrs. Bronislawa Trzeszkowska, Deputy President of the
Management Board - Chief Accountant of the Bank, as from March
26, 2003. Simultaneously Mrs. Trzeszkowska is taking the function
of the Managing Director, Chief Accountant of the Bank.
The Supervisory Board of the Bank, accepting these resignations,
gave acknowledgement for their work to the Bank.
These resignations have to be seen in the context of reduction of
the number of Management Board members as Kredyt Bank is seeking
for the most effective and efficient management structure of the
institution.
The Supervisory Board, including the representatives of KBC as a
major shareholder, unanimously reconfirms its confidence in the
strategy and the rearranged Management Board of the Bank.
KREDYT BANK: Share Capital Increase of Zagiel Registered
--------------------------------------------------------
The Management Board of Kredyt Bank S.A. announces that on March
18, 2003 the share capital increase by the amount of PLN
23,464,050 of Zagiel S.A. was registered, effected by way of
issuance of 469,281 bearer shares, nominal value of each share is
equal to PLN 50,-.
All the shares issued were acquired by Kredyt Bank S.A.
After the registration the share capital of Zagiel S.A. is equal
to PLN 23,964,050 and is divided into 479,281 shares.
The Bank holds 99.99% participation in the capital and votes at
the company's General Assembly.
=========
S P A I N
=========
SOL MELIA: Ratings Lowered on Continued High Financial Leverage
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Spain-based hotel company Sol Melia
S.A. (Sol Melia) to 'BB+' from 'BBB-', and its senior unsecured
debt ratings on the company and related entity Sol Melia Europe
B.V. to 'BB' from 'BBB-', reflecting the company's continued high
financial leverage in an uncertain global travel industry.
The outlook is stable.
In addition, the ratings on preference stock guaranteed by Sol
Melia were lowered to 'BB-' from 'BB'. At the same time, all
ratings were removed from CreditWatch where they had been placed
on Feb. 27, 2003.
"The downgrade mainly reflects Standard & Poor's view that it is
unlikely that Sol Melia will regain an investment-grade financial
profile over the next 2 to 3 years, given the company's current
levels of financial leverage in an uncertain travel environment,"
said Standard & Poor's credit analyst Melvyn Cooke.
There is a one-notch difference between the long-term corporate
credit rating and the senior unsecured debt rating on the company
because secured financial debt and priority obligations amount to
more than 15% of Sol Melia's total assets (adjusted for
intangibles).
Although Sol Melia's operating performance was relatively in line
with that of its European peers in 2002, its free cash flow
generation was significantly less than expected because hotel and
lodging companies continued to suffer from an economic slow down
and weak demand for travel.
This was the result of a 3% year-on-year EBITDA decline in 2002
on the back of operating losses in Tunisia, as well as higher-
than-expected capital expenditure. Sol Melia has subsequently
reduced its exposure to the Tunisian market.
Although revenue-per-available-room trends are expected to remain
weak in 2003, Sol Melia should manage to improve its debt
protection measurements in line with the current ratings, by
focusing on profitability and limiting capital expenditure to
maintenance requirements in 2003-2004.
More than 75% of the company's hotel portfolio has already been
renovated.
In addition, Sol Melia's debt reduction should be further helped
by cost savings and the divestment of loss-making hotels in the
next three years.
"The stable outlook reflects Standard & Poor's belief that Sol
Melia's solid competitive position in Spain, as well as its plans
to reduce capital spending over the next two years, should lead
to a gradual recovery in lease-adjusted credit measures, bringing
them in line with the current ratings," added Mr. Cooke. "The
outlook also reflects the company's ability to use its portfolio
of hotel assets to refinance upcoming maturities with secured
debt or proceeds from asset disposals."
VIA DIGITAL: Parent to Recapitalize Unit Ahead of Planned Merger
----------------------------------------------------------------
Via Digital SA's parent company, Telefonica S.A., is planning to
recapitalize the loss-making arm way ahead of the planned merger
with Sogecable SA's Canal Satelite Digital.
The Expansion newspaper reported that Telefonica will fully
subscribe a EUR164 million capital hike at Via Digital by
covering bonds that it already owns into shares of the digital
company.
Under the terms of the digital merger accord with Sogecable,
which has been modified over time, Telefonica is required to
reduce Via Digital's debt to EUR425 million from about 900
million in 2002.
To this effect, completion of recapitalization will see Via
Digital's share capital double to EUR328.7 million.
The Spanish government approved the merger in December, with the
condition that subscription fees will be suspended for four years
and Telefonica will not market exclusive TV movies and football
matches on other platforms, such as mobile telephones and
broadband networks. The conditions installed cover broadcast
rights for first-run movies and football matches held by
Sogecable.
The merger will result to the new company controlling more than
80% of Spain's pay-TV market, with 2.8 million subscribers and
annual sales of EUR1.3 billion (US$1.29 billion).
=====================
S W I T Z E R L A N D
=====================
SEZ GROUP: Exit From Wet Bench Leads to Operating Loss
------------------------------------------------------
Unchanged large growth potential for SEZ Spin-Process-Technology
Restructuring resulted in negative reporting for 2002
In the business year 2002 the SEZ Group (SEZN: SWX Swiss
Exchange) achieved net sales of CHF 199.0 million (business year
2001: CHF 250.8 million), while the market for wet surface
preparation shrank by nearly 40 percent (Dataquest: January
2003). Moreover, SEZ increased its market share despite a decline
in sales of 20.6 percent.
Closure of the SEZ wet bench manufacturing facility in
Donaueschingen, Germany resulted in impairments of CHF 27.1
million, which lead to an operating loss (EBIT) of CHF 13.0
million (2001: CHF 42.0 million). The resulting net loss was CHF
13.5 million in comparison to a net profit of CHF 29.2 million in
the previous year 2001. Compared to 2001, expenses for research
and development increased slightly from CHF 37.0 million to CHF
37.6 million, while investments in assets and intangible assets
were lowered from CHF 38.4 million to CHF 35.3 million. Equity
ratio as of December 31, 2002, improved from 60.5 to 72.5
percent. Additionally, the SEZ Group has a high liquidity of CHF
79.6 compared to CHF 79.5 million in the previous year 2001.
Large growth potential for SEZ Spin-Process-Technology
The Asia-Pacific region provided the majority share of SEZ's
equipment sales in 2002, with 41 percent (32.1 %). For the second
year in a row, independent silicon foundries were the primary
order makers. Despite a weakened economy, sales volume in the
North American region remained stable and the share of the SEZ
Group's sales increased from 19.4 to 24.0 percent. Meanwhile, 19
percent (18.4 %) of SEZ's global sales came from Japan. European
sales declined from 30.1 to 16.0 percent, mainly due to the slump
in demand for wet benches. In total, the SEZ Group recorded an
8.4 percent increase in orders to CHF 191.3 million compared to
CHF 176.5 million in the previous year 2001, as well as an
improved book-to-bill-ratio of 0.96 compared to 0.70 in the year
2001. On December 31, 2002, SEZ's order backlog stood at 40.9
million (December 31, 2001: CHF 47.1 million). Growth in order
intake is attributed to single-wafer-technology products (Spin-
Processors) with a sales share of approximately 90 percent. Spin-
Processors for the treatment of 300 mm wafers accounted for 40
percent of SEZ's sales and increased significantly from 25
percent in the previous year. In the business year 2002 the SEZ
Group has further strengthened its position in the market for
single-wafer processing.
Due to onward miniaturization of structure widths, the single-
wafer sector, dominated by SEZ, will increase further. Based on
current market indications, an increase of market share for
single-wafer equipment for advanced cleaning steps in the market
for wet process equipment from 20 to 30 percent in 2005 is
likely. An expected market volume of more than USD 2.2 billion in
2005 (Source Dataquest, January 2003) opens additional growth
opportunities for the SEZ Group. Moreover as a result of this
strongly reduced cost basis, the high liquidity and the equity
ratio above-average, the SEZ Group is in the position to benefit
from its strong position in the market for single-wafer-
processing and achieve sustainable growth with surpassing
profitability in a long-term.
Positive influence of restructuring from Q3 - Break-even 2003 CHF
161 million.
With an expected sales of about CHF 32 million (Q1/2002: CHF 49.2
million), the SEZ Group will record a net loss for the first
three months of 2003. As order intake of about CHF 23 million
(Q1/2002: CHF 33.5) until March 26, 2003 stay below the previous
year, sales for the second quarter 2002 is not expected to
improve significantly. For the first six months the management of
the SEZ Group expects net sales of about CHF 65 million.
Additionally restructuring costs of about CHF 3 million will be
charged against the half-year result of 2003. The refocus of
development projects on single-wafer-technology as well as the
prefaced global headcount reduction from 750 to 600 will enable a
significant lowering of the break-even-level to about CHF 37
million starting from the third quarter 2003. For the business
year 2003 the Management expects net sales between CHF 130
million to CHF 165 million. With its clearly reduced operating
expenses the SEZ Group will show a positive cash flow with net
sales of CHF 130 million. By achieving net sales of CHF 161
million the result will be positive.
About SEZ
The SEZ Group is a leading supplier of wet wafer surface
preparation equipment to the global semiconductor manufacturing
industry. The company's breakthrough proprietary Spin-Processor
technology forms the basis of a broad portfolio of single wafer
backside and frontside wafer surface conditioning products for
semiconductor chipmakers worldwide. SEZ maintains development,
manufacturing, sales, marketing and service operations in Europe,
Japan, Asia-Pacific and North America. Registered in Zurich,
Switzerland, SEZ Holding AG is listed on the Swiss Exchange under
the symbol (SWX: SEZN) since 1996.
===========
T U R K E Y
===========
TURKISH BANKS: Sector Challenged by High Risk Profile - S&P
-----------------------------------------------------------
In a report on the Turkish banking system--"Bank Industry Risk
Analysis: Turkey (Republic of)--published on Thursday, Standard &
Poor's Ratings Services noted that the Turkish banking sector has
a very high risk profile, which is the product of the country's
fragile economic and financial environment.
Most of the factors behind the ratings on the Republic of Turkey
(B-/Stable/C) constitute major risks for the banks. "The
government's huge budget deficit and interest rate burden mean
that banks, which finance the majority of domestic government
debt, are at the mercy of the state's monetary policies and are
also vulnerable to the latter's potential payment problems," said
Standard & Poor's credit analyst Emmanuel Volland.
"In addition, banks face the challenge of improving their poor
asset quality and capitalization, diversifying revenues, and
reducing the high-risk practice of intragroup lending," added Mr.
Volland.
While the surviving banks still have a chance to improve, any
further systemic shocks could have dire consequences on the
sector. Apart from the economic environment, profitability and
capitalization will drive the credit quality of Turkish banks in
2003 and beyond.
A full copy of the report is available on RatingsDirect, Standard
& Poor's Web-based credit analysis system.
TURKIYE VAKIFLAR: Fitch Downgrades Long- and Short-term Ratings
---------------------------------------------------------------
Fitch downgraded Turkiye Vakiflar Bankasi's ratings in
conjunction with the rating agency's downgrade of the Republic of
Turkey's long-term foreign and local currency ratings to 'B-'.
The ratings downgraded are:
-- FC Long-term rating to 'CCC+' from 'B- (B minus)';
-- FC Short-term to 'C' from 'B';
-- LC Long-term to 'CCC+' from 'B- (B minus)';
-- National rating downgraded to 'BBB- (BBB minus) (tur)' from
'BBB (tur)'.
The long-term ratings have a negative outlook. The outlook
reflects a time scale of one to two years.
YAPI VE KREDI: Fitch Downgrades Long- and Short-term Ratings
------------------------------------------------------------
Fitch downgraded Yapi Ve Kredi Bankasi's ratings in conjunction
with the rating agency's downgrade of the Republic of Turkey's
long-term foreign and local currency ratings to 'B-'.
The ratings downgraded are:
-- FC Long-term rating to 'CCC+' from 'B- (B minus)';
-- FC Short-term to 'C' from 'B';
-- LC Long-term to 'CCC+' from 'B- (B minus)';
-- National rating to 'BBB- (BBB minus) (tur)' from 'BBB+ (tur)'.
The outlook for the long-term ratings is negative.
===========================
U N I T E D K I N G D O M
===========================
AMP LIMITED: Announces Transfer of U.K. Portfolio to Newcastle
--------------------------------------------------------------
AMP has entered an agreement to transfer its U.K. Banking
portfolio to Newcastle Building Society, in the latest step to
significantly restructure the operations of AMP Banking.
The U.K. Bank's mortgage portfolio of around A$950 million (o360
million), deposit portfolio of around A$160 million (o60 million)
and loans on policy totaling around A$30 million (o12 million)
will be transferred to Newcastle Building Society.
The transaction will result in a small net premium to book value
after transfer costs.
Subject to regulatory approval and contractual obligations, the
transfer is expected to complete within three months. The final
purchase price is dependent on account balances at the date of
completion.
The transfer is one of a series of transactions to restructure
AMP Banking, as announced on November 14, 2002. It follows the
sale of the Australian and New Zealand credit card portfolio to
American Express, announced on 23 December 2002. The goal of the
restructuring programme is to release around A$500 million (o190
million) in capital by the end of 2003.
CONTACT: AMP LIMITED
Level 24, 33 Alfred Street
Sydney NSW 2000 Australia
ABN 49 079 354 519
Contact: Mark O'Brien, Investor Relations
Phone: 9257 7053
BIG FOOD: Investor Baugur May Make an Offer for Iceland Chain
-------------------------------------------------------------
Baugur Group hf, the Icelandic raider that owns 23% in The Big
Food Group plc, is believed to be preparing a bid for the
retailer and owner of the Iceland supermarket chain.
According to The Scotsman, the Reykjavik-based is understood to
be drawing up plans for a takeover, after the City rules that
prevented it from bidding for a half year expires next month.
Baugur's interest was rekindled by the recent bidding war for
supermarket chain Safeway, encouraging the raider to believe
there would be buyers for parts of Iceland if it were to be
broken up.
A bid would mirror its strategy over clothing chain Arcadia last
year, wherein Baugur was prevented from bidding for it, but
emerged as a bidder as soon as the six-month limit ended, the
report said.
In January, rating agency Moody's Investors Services downgraded
the senior implied rating of Big Food to Ba2 from Ba1, and the
senior unsecured issuer rating of the group to B1 from Ba3. It
also downgraded from Ba3 to B1, the bond rating on the group's
GBP150 million senior notes due 2012.
A TCR-Europe report said that the rating agency believes that
despite counter measures, the business's medium-term prospects
still give rise to some concerns. Moody's reviewed the group's
operations in October due to the ongoing decline in like-for-like
sales at the group's Iceland food retail network during the
second quarter of its 2002/2003 financial year.
Headquartered in Deeside, U.K., The Big Food Group Plc is an
integrated food provider offering access to U.K. consumers
through retail, wholesale and food distribution channels. It had
revenues in 2001 of GBP5.278 billion.
CONTACT: THE BIG FOOD GROUP
Bill Grimsey, Chief Executive
Phone: 020 7796 4133
Phone: 01933 371 148
Bill Hoskins, Finance Director
David Sawday - Public Relations
Hudson Sandler
Andrew Hayes
Phone: 020 7796 4133
Noemie de Andia
BRITANNIA REFINED: Proposes to Close Northfleet Lead Refinery
-------------------------------------------------------------
Britannia Refined Metals Limited, a wholly owned subsidiary of
M.I.M. Holdings Limited, is putting a proposal to its workforce
and trade unions to close one of the operation's three refineries
at Northfleet, U.K. This proposal will be the subject of a
consultation period of at least 30 days.
MIM Managing Director Vince Gauci said that the proposal to close
the low margin No 2 primary refinery followed the cessation of
crude lead supply from MIM's Avonmouth zinc smelter, which was
closed a month ago as part of the company's exit strategy from
its two loss-making European zinc smelters.
"The proposed closure includes measures to further improve the
productivity and competitiveness of the Northfleet operation and
thus enhance its value. Under the proposal the remaining two
refineries will continue processing crude lead from the company's
Mount Isa mine and from recycled batteries and scrap," he said.
"As a result of the proposed closure and improvement measures, it
is likely that about a quarter of the Northfleet workforce of 330
may be made redundant.
"No sales tonnages have been contracted from the No 2 refinery
for the current calendar year.
"No significant net cash impact is expected from the proposed
closure and restructuring.
"The No 2 refinery has been dedicated to refining crude lead from
the company's now discontinued European zinc smelters. Therefore,
retrenchment costs and asset write downs in connection with the
closure of the No 2 refinery will add an estimated EBIT loss of
GBP5 million/A$13 million (net loss after tax of GBP4
million/A$10.5 million) to the company's discontinuing operations
in the current half year.
The continuing operation at Northfleet is expected to record an
EBIT profit in the current half year," Mr Gauci said.
About MIM
MIM is an Australian-based mining and mineral processing company
producing copper, coal, zinc, lead, silver and gold in Australia,
U.K. and Argentina. The group has around 8,000 employees
worldwide and in 2001/2002 generated sales revenue of $3.5
billion.
MIM aims to create shareholder value as an efficient and
competitive mining and exploration company.
Safety has the highest priority with employees at MIM, and the
company has a strong commitment to environmental management and
reporting.
CONTACT: M.I.M. HOLDINGS LIMITED
ABN 69009814019
Level 3 West Tower
410 Ann Street
Brisbane, Queensland
Australia, 4000
GPO Box 1433,
Brisbane, Queensland
Australia, 4001
Phone: (61 7) 3833 8000
Fax: (61 7) 3832 2426
Homepage: http://www.mim.com.au
Contact: Collin Myers Allan Ryan,
General Manager Corporate Affairs
Phone: (61 7) 3833 8285
Mobile: 0419 703 145
Principal Adviser Investor Relations
Phone: (61 7) 3833 8295
Mobile: 0419 781 380
EMI GROUP: To Report Success in Implementing Cost-Cutting Drive
---------------------------------------------------------------
EMI Group is expected to report in its annual results
presentation in May that it has successfully achieved its target
of cutting costs amidst dire conditions in the music market.
The company's chief executive, Alain Levy, is believed ready to
disclose a GBP76 million cut in fixed cost, helping the company
to come up with a dividend of 8p per share for the year.
The executive, hired for the purpose of sorting out the company's
troubles, will warn, however, that 2004 payment could be cut if
market deteriorates.
Investors expect EMI's recorded music sales to decline 10% this
year and a further 5% in 2004.
The group restructured its recorded music arm after worldwide
music sales slumped as a result in part of Internet piracy. It
lowered the fixed salary bill of its label managers by making the
remuneration more performance based. It also tightened its
control of the money spend marketing new release.
About one-fifth of the record company's 9,500 workforce was made
redundant in the process.
EVANS & SUTHERLAND: Updates Outlook for First Quarter
-----------------------------------------------------
Evans & Sutherland Computer Corp. announced updated information
on its outlook for the first quarter of 2003.
Comments from James R. Oyler, President and Chief Executive
Officer:
"Orders are strong, and backlog will increase for the quarter.
Our new products are enjoying good success, and are going into
production faster than expected.
"However, rapid acceptance of new products is also reducing
demand for some of our older product lines. While further
analysis of the quarter is still needed, we believe we may need
to reduce inventory and other assets related to certain older
product lines. If this is necessary, the charges will be taken in
the first quarter. We are also reducing total employment to the
level appropriate for the product mix going forward, and will
report a restructuring charge for this action.
"We have previously forecasted a loss for the first quarter.
Either or both of these actions will increase the reported loss,
though the amount is not yet known. Neither action will affect
our cash position, which remains in line with expectations.
"While the effect on quarterly results will be negative, these
actions should have a positive effect in the future, since they
are consistent with a faster transition to new products which our
customers desire and are more profitable for E&S."
About Evans & Sutherland
Evans & Sutherland produces hardware and software to create
highly realistic 3D images. E&S business units deliver high-
quality visual systems and visual databases for simulation and
training in defense and commercial applications; digital
theaters; and related applications throughout the world. Visit
the E&S Web site at http://www.es.com
E&S is a registered trademark of Evans & Sutherland Computer
Corp.
CONTACT: EVANS & SUTHERLAND COMPUTER CORP.,
Salt Lake City
William Thomas
Phone: 801/588-1508 (Financial)
E-mail: bthomas@es.com
GKN HOLDINGS: Ratings Lowered on Key Credit Measures Concern
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit and senior unsecured debt ratings on U.K.-based
engineering group GKN Holdings PLC to 'BBB' from 'BBB+',
following concerns about the group's ability to restore key
credit measures to past levels, given the risk of increasing
unfunded post-retirement liabilities from an already high level,
as well as weaker short-term prospects for new car production in
Europe and North America.
The outlook is stable.
At the same time, the ratings were removed from CreditWatch,
where they were placed on Feb. 7, 2003.
At Dec. 31, 2002, GKN had GBP834 million ($1.3 billion) of net
financial debt and GBP684 million of net unfunded post-retirement
liabilities.
"The ratings on GKN are constrained by the group's increasing
challenge to offset on going price reductions through
productivity gains and cost improvements, from an already
streamlined structure and without the support of rising volumes,"
said Standard & Poor's credit analyst Virginie
Casin. "Furthermore, it is unlikely that GKN's main division,
Driveline, will benefit from a volume upturn in 2003 for the car
models it equips in Europe and North America."
These factors, together with a delayed recovery of the economic
environment, are likely to delay the hoped-for improvement in
GKN's cash flow-to-debt measures from current levels, despite the
full-year effect of earlier restructuring and cost-reduction
measures.
GKN's business profile is constrained by the group's exposure to
competitive and cyclical markets (especially automotive and
aircraft components, and military helicopters). Furthermore,
although GKN holds several strong niche positions, it tends to
lack pricing power in cyclical downturns.
Nevertheless, the ratings continue to benefit from the group's
participation in industrial segments that follow different growth
patterns and target different customer groups, as well as its
geographical diversification and strong positions in certain
niche segments.
After several further quarters of challenging automotive and
civil aerospace demand, GKN should be able to improve its ratio
of funds from operations to net debt and debt-like liabilities.
The current ratings also factor in the expectation that GKN will
continue to generate positive free operating cash flows in the
foreseeable future.
GLAXOSMITHKLINE PLC: Chairman's Letter, Notice of AGM
-----------------------------------------------------
To the holders of the company's Ordinary Shares and American
Depositary Shares and, for information, to the holders of the
SmithKline Beecham plc Loan Stock.
Dear Shareholder,
I took over as Chairman of GlaxoSmithKline ('GSK') after last
year's AGM. Since then, much has occurred of relevance and
interest to shareholders, including: the completion of GSK's
second financial year following the merger, a decline in the
market value of the company along with equity markets in general,
greatly heightened interest in corporate governance generally,
and the media coverage of the company on the subject of
remuneration.
I want to comment in this letter on each of these before making
the normal points about the 2003 AGM to be held on 19th May.
Performance
A copy of the 2002 Annual Review is enclosed. It includes a joint
statement from Dr Garnier and myself commenting generally on the
company's position; and also much factual detail, which will
reassure you about GSK's health and vitality. At the AGM itself
we will be emphasising some of the year's highpoints and will of
course be available as a Board to answer questions. For now I
would like to make three important points about performance.
First, having observed or been involved with mergers myself for
most of my commercial life, I know how challenging it is for
management to capture in practice all the benefits anticipated in
theory. I believe that GSK's management has more than succeeded
in achieving the objectives of the merger as far as could
reasonably have been expected at this stage, and that there is
already plenty of evidence for this. For example, our greater
commercial strength is demonstrated by the tremendous success of
Seretide/Advair which has become GSK's number one product in
Europe and market leader in the important U.S. asthma market.
Since the merger we have developed a leading position as partner
of choice within the industry and the Group has signed 24 major
external collaborations over the two years. GSK is ahead of the
cost savings targets set when the merger was planned, both in
terms of the amount and the speed at which they are being
realised. And, most importantly, our research organisation is
making good progress towards building the best product pipeline
in the industry.
Secondly, an important test of a healthy company is the way it
responds to adverse events beyond its control. By this standard
GSK is alive and well. It has responded robustly and effectively
to a particularly hostile pharmaceutical industry environment,
whether the challenge has come from generics companies, from
pressures on prices, or from unusually severe political and
regulatory pressures.
Thirdly, the company is meeting its social obligations. For
example, we are an integral part of the global response to the
healthcare crisis in the developing world. Our contribution
includes research and development to discover new and improved
medicines and vaccines, preferential pricing, and community
investment. For instance, we offer all of our antiretroviral
medicines ('ARV's) at not-for-profit preferential prices to all
Least Developed Countries and all of Sub-Saharan Africa. We were
the first company to take this step. At the end of 2002, we had
120 arrangements to supply preferentially-priced ARVs to patients
in 50 of the world's poorest countries. As a result, we have seen
a tenfold increase between Q1 2001 and Q4 2002 in shipments to
the developing world of our core ARV, Combivir.
Market valuation
Share prices are not infallible guides to the performance of
companies since they can be greatly influenced, as now, by wider
macroeconomic factors. In 2002 the bear market in equities
intensified to become the most severe such setback for many
years. This and the particular difficulties facing the
pharmaceutical industry have had a negative effect across the
sector. Over the period from the start of 2001 to the end of 2002
shares of GSK declined 37%. This decline was in line with the
FTSE 100 and the average of our peer group of global
pharmaceutical companies, both of which declined by 37%.
One important point: a large number of GSK's employees are
shareholders too - many of them with a substantial investment in
the company in relation to their other assets. So a weak share
price causes wealth loss internally as well as externally. That
is a healthy additional boost to the company's determination to
increase its market valuation.
Governance
GSK has deep roots on both sides of the Atlantic. In addition, it
has broad, global reach, operating in almost every country in the
world. The United States market represents 54% of revenues and is
vital to GSK's success. The Chief Executive is based in the U.S.
along with two thirds of the Corporate Executive Team, which
currently has executives from six different nationalities. GSK's
corporate base is in the U.K. and more than two thirds of its
shares currently are held by U.K.-based shareholders. The extent
to which GSK's headquarters is divided between the U.K. and the
USA is unique amongst large U.K. companies. This duality is
deliberately reflected in the composition of GSK's Board, upon
which both sides of the Atlantic are strongly represented.
The U.K./U.S. structure accords well with the requirements of
running a global company effectively. However, it does on
occasion expose GSK to significant differences of view between
the U.K. and the USA - such as those which currently exist on
aspects of corporate governance and remuneration.
With regard to governance, we support the U.K. view that the
roles of Chairman and Chief Executive should be separated and
have used this separation to assist the U.K.-U.S. balance with a
U.K. based Chairman and U.S. based CEO. However, we are more in
tune with the U.S. practice in our 10:2 ratio of non-executive to
executive directors; and also perhaps in our view of what
constitutes "independence" in a non-executive director. On such
matters we welcome the 'comply or explain' philosophy which
applies in relation to the Code establishing the principles for
governance in U.K.-based companies.
Remuneration
With regard to remuneration of executives, there is a big
difference between U.S. and U.K. cultural attitudes. This is a
serious matter for GSK in so far as it threatens our ability to
pay competitively our top cadre of management. The issue goes to
the heart of GSK's effectiveness.
The quality of management matters enormously in a large and
complex company like GSK and we attach great importance to
recruiting, developing and motivating managerial talent.
The pharmaceutical industry is international and characterised by
a handful of companies that compete as intensely for talent as
they do for business. The top managers are very much in demand,
are widely known and are internationally and corporately mobile.
The way our managers are rewarded and developed therefore has to
be competitive within the global industry. This is crucial to
retaining and motivating them.
The Board's Remuneration Report (to which Resolution No. 2
applies) is set out in full in the Annual Report and summarised
in the Annual Review. In essence the remuneration policy is the
same as was set out at the time of the merger and endorsed by
shareholders at that time. That is, to pay at industry -
competitive levels with a heavy emphasis on pay for performance
and 'at risk' compensation. We believe this policy has made a
major contribution to the success of the merger so far.
The problem lies in reconciling the approach in the U.K. to
remuneration with what is required for GSK to be competitive,
particularly in the USA where so many of its main global
competitors are based. The current analyses of competitive data
provided by the Board's external advisers show that GSK is
considerably behind the competition in the level of long-term
incentive awards to senior executives.
Following last November's consultations with shareholders and
adverse publicity in the U.K., the Board has not made any
adjustment to close this competitive gap in long-term incentive
remuneration. The Remuneration Committee will continue to monitor
closely the quantum and trend of our competitors' awards and will
consider carefully and open-mindedly what should be done in the
best interests of the company.
Annual General Meeting 2003
I am pleased to enclose the Notice of the Meeting for the third
Annual General Meeting ('AGM') of GlaxoSmithKline plc. The AGM
will be held at 2.30pm on Monday, May 19, 2003 at the Queen
Elizabeth II Conference Centre, Broad Sanctuary, Westminster,
London SW1.
If you will not be attending you may wish to appoint a proxy
electronically via http://www.sharevote.co.ukor by completing
and returning the enclosed form of proxy. In either case notice
of your appointment of a proxy should reach the company's
registrar no later than 2.30pm on Saturday, May 17, 2003.
The Annual Review enclosed contains summary financial statements
for the year to December 31, 2002. A copy of the Annual Report is
also enclosed for those who have requested a copy. A resolution
referring to the financial statements is included in the ordinary
business of the AGM. Explanatory notes for the special business
of the AGM are given on page 4 of this document.
Recommendation
Your Board believes that the resolutions contained in the Notice
of Meeting are in the best interests of the company and
shareholders as a whole and recommends you to vote in favour of
them, as your Directors intend to do in respect of their
beneficial shareholdings.
Yours sincerely
Sir Christopher Hogg
Chairman
GlaxoSmithKline
GlaxoSmithKline Notice of Meeting
NOTICE IS HEREBY GIVEN that the third Annual General Meeting of
GlaxoSmithKline plc will be held at the Queen Elizabeth II
Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE,
on Monday, May 19, 2003 at 2.30 pm to consider and, if thought
fit, pass the following resolutions. Resolutions 1 to 15 will be
proposed as ordinary resolutions and resolutions 16 and 17 will
be proposed as special resolutions.
Section 95 of the Act to allot equity securities (within the
meaning of the Act) pursuant to the authority conferred by
Resolution 20 passed at the Annual General Meeting held on May
21, 2001, as if section 89(1) of the Act did not apply to such
allotment, provided that this power shall be limited:
(a) to the allotment of equity securities in connection with a
rights issue (as defined in Article 12.5 of the company's
Articles of Association); and
(b) to the allotment (otherwise than pursuant to sub-paragraph
(a) above) of equity securities up to an aggregate nominal amount
of GBP75 million, and shall expire at the end of the next Annual
General Meeting of the company to be held in 2004 or, if earlier,
on 18th November 2004.
Purchase of own shares by the company (Special resolution) THAT
the company be and is hereby generally and unconditionally
authorized for the purposes of section 166 of the Act to make
market purchases (within the meaning of section 163 of the Act)
of its own Ordinary Shares of 25p each provided that:
(a) the maximum number of Ordinary Shares hereby authorized to be
purchased is 600 million;
(b) the minimum price which may be paid for each Ordinary Share
is 25p;
(c) the maximum price which may be paid for each Ordinary Share
is an amount equal to 105% of the average of the middle market
quotations for the company's Ordinary Shares as derived from the
London Stock Exchange Daily Official List for the five business
days immediately preceding the day on which the Ordinary Share is
contracted to be purchased; and (d) the authority conferred by
this resolution shall, unless renewed prior to such time, expire
at the end of the next Annual General Meeting of the company to
be held in 2004 or, if earlier, on 18th November 2004 (provided
that the company may enter into a contract for the purchase of
Ordinary Shares before the expiry of this authority which would
or might be completed wholly or partly after such expiry).
By Order of the Board
Simon Bicknell Registered Office
company Secretary 980 Great West Road
Brentford
March 28, 2003 Middlesex TW8 9GS
INFOGRAMES: Founder Clings to Post and Hope of Recovery
-------------------------------------------------------
The chief executive and founder of Infogrames, Europe's largest
computer games developer, refused to step down from his post
despite pressures from the board.
Bruno Bonnell says he is "convinced" the company will be able to
untangle itself from its current debt, which consists of a EUR346
million (US$371 million) debt repayment for convertible bonds,
due July 2004 and July 20, 2005.
Several board members criticized Mr. Bonnell's strategy and
called for him to resign after three years of heavy losses and a
collapse in the company's market capitalization.
Shares in Infogrames fell sharply from a peak of EUR58 in March
2000 to Friday's close of EUR2.53.
Two of the company's board departed earlier: Patrick Sayer, chief
executive of Eurazeo, which has a 4.7% stake in Infogrames,
stepped down from the board last year; Thierry Dassault,
representing Dassault Multimedia's 2%, followed earlier this
year.
Mr. Bonnell has no intention to leave the company now that to him
there are already developments in his effort to turn the company
around. This is highlighted by the EUR102 million debt repayment
the company made last month.
The payment was funded using part of its treasury stock and its
first ever positive operating cashflow of EUR48 million achieved
in the six months to December 31, 2002.
"This was really important to prove to the banks we are capable
of producing positive cashflow and increase confidence ahead of
negotiations on refinancing the rest of the debt," he says.
The company might just be saved by its game, Enter the Matrix, to
be launched on May 15 to coincide with the release of the sequel
to the blockbuster movie The Matrix, according to the Financial
Times.
Mr. Bonnell expects the game to bring the company "a great deal
of cash," when it hits the market with 2.5 million copies sold in
its first six weeks.
One analyst refutes the analysis saying Infogrames will need to
sell about 5 million to 6 million copies before it starts earning
a return on its investment.
According to the report, even then Infogrames will struggle to
generate enough cashflow to pay off debt falling due over the
next two years.
MARCONI PLC: Regulator's Report to Spark Questions on Conduct
-------------------------------------------------------------
Former executives at telecom equipment maker Marconi are expected
to be grilled with questions after the Financial Services
Authority publishes the results of its inquiry into the conduct
of past and present directors.
Included in the latest draft of the inquiry is the recommendation
for formal censure for former chairman, Sir Roger Hurn, and
former chief executive Lord Simpson of Dunkeld, according to The
Times.
The executives will be hold accountable for not keeping investors
properly informed about the company's financial health until it
reported a profit warning in July 2001.
The report will as well point out inaccurate forecasting and poor
cost control at the communications division as the causes of
Marconi's financial troubles.
Although, current chief executive and former director, Mike
Parton is not directly addressed with the criticisms, the report
will to him be an "uncomfortable reminder" of his role in the
company's trouble, according to the report.
Neither the company nor the executives will be fined.
The document is due to be published in the middle of next month
if no appeals are lodged against it.
It might not be published at all, however, if Marconi
successfully liquidated its parent company in favor of a wholly
owned subsidiary as part of its restructuring.
The parent is the subject of the inquiry, and once it ceases to
be listed the regulator's jurisdiction ends, according to the
report.
MARLBOROUGH STIRLING: Chief Executive Coxell Steps Down From Post
-----------------------------------------------------------------
Marlborough Stirling announces that Graham Coxell, Chief
Executive, is leaving the company by mutual agreement.
Huw Evans, Chairman and founder, will assume the responsibilities
of Chief Executive until a suitable external candidate is
appointed. Huw Evans founded Marlborough Stirling in 1987 and, as
Chief Executive, led the growth of the company from then until
October 2000. There are no other changes to either the Board or
executive management.
Trading in early 2003 is in line with expectations announced at
the time of our annual results on March 4, 2003.
Commenting, Huw Evans, said:
'Graham has made a major contribution to Marlborough Stirling
over many years.
He has led the company through a period of significant growth and
change, including the I.P.O. and the successful completion of 2
key strategic initiatives: the acquisition and integration of
Exchange FS, the UK's leading financial services intermediary
platform, and the transformation in scale of our outsourcing
capability. The Board and everyone else at Marlborough Stirling
wish him well for the future.
Marlborough Stirling remains well positioned to take advantage of
the significant opportunities available within the financial
services market. We have an unparalleled depth of understanding
of our markets and are committed to being a key enabler of
transformation in financial services.'
The company anticipates giving a further update on trading
performance in May at the time of the Annual General Meeting.
*****
Marlborough Stirling reported pre-tax loss of GBP34.5m for year-
ended December 31, 2002.
CONTACT: MARLBOROUGH STIRLING
Phone: +44 (0)1242 547000
Bob Beveridge, Finance Director
Huw Evans, Chairman and Chief Executive
CITIGATE DEWE ROGERSON
Phone: +44 (0)20 7638 9571
Toby Mountford
Alex Brown
MOTHERCARE PLC: Appoints Bernard Cragg Non-executive Director
-------------------------------------------------------------
Mothercare plc is delighted to announce the appointment of
Bernard Cragg as a Non-executive director to the Board with
immediate effect.
Bernard Cragg (48) is Chairman of Datamonitor and a Non-executive
director of Bank of Ireland, U.K. Financial Services and Bristol
& West plc. He was formerly Group Finance Director & Chief
Financial Officer of Carlton Communications plc where he was a
key member of the management team that led Carlton's growth into
a leading U.K. media company. He was also Non-executive Director
of Arcadia plc.
Brian Hardy, who is currently a Non-Executive director will step
down at Mothercare's Annual General Meeting in July 2003 and
handover the role of Chairman of the Audit Committee to Bernard
Cragg.
Commenting on the appointment, Ian Peacock, Chairman, said:
'I am delighted to welcome Bernard Cragg to the Board of
Mothercare. Bernard has significant financial and corporate
expertise and his strategic approach will be a real asset to
Mothercare. This appointment will strengthen the Board as it
works to turn the business around and deliver long-term sustained
growth.'
CONTACT: BRUNSWICK GROUP LIMITED
Susan Gilchrist/Phil Power
Phone: 020 7404 5959
MYTRAVEL GROUP: To Meet Bankers About Possible Refinancing
----------------------------------------------------------
Mytravel is due to meet its bankers this week regarding a
proposal to put a refinancing plan that would cover debts of some
GBP680 million, according to The Times.
The meeting is scheduled after concerns that the tour operator
could lose its license emerged last week.
The Civil Aviation Authority is understood to have scrutinized
the operator's ability to comply with strict financial fitness
regulations under the terms of its license.
The rules, designed to protect holiday-makers flying to distant
destinations abroad, require the company to demonstrate to the
regulator at any point that it is financially sound.
The talks with the regulator were "constructive," the company
assured.
Two weeks ago, the company warned it faced "difficult" trading
conditions and deterioration in its bookings. The slump in
bookings was particularly felt after the September 11 terrorists
attack in the US.
The war in Iraq is further expected to put pressure on the
businesses.
But the company dismissed City speculation that the growing
damage to the tourism business from the conflicts could sink it.
MyTravel flies 12 million people a year to holiday destinations.
ROYAL MAIL: Labor Expert Recommends Privatization as Solution
-------------------------------------------------------------
Dan Corry, former senior policy adviser to the Government,
recommends privatization of Royal Mail for the interest of the
organization, its workforce and customers.
The adviser to three successive Labor and Trade Industry
Secretaries described the courier as being forced to operate with
"one hand tied behind its back" as the postal market is opened to
competition, according to Independent News.
Mr. Corry is now executive director of the New Local Government
Network.
He said Royal Mail lacks full commercial freedom and recommended
that the option of full privatization of postal services be
included at the next election.
"Is it fair to have competition soon to be rampaging through
postal services and not let the Post Office move fast to make the
investment decisions and deals that it will need to survive in
this world?" he said in a report published by the Institute for
Public Policy Research, according to Independent News.
The system of having Royal Mail heavily regulated, despite being
100% government owned, has disabled the company's ability to
battle against competitions.
Royal Mail still has to guarantee to deliver to every address in
the country for the same price under its universal service
obligation.
It also could not issue shares of its own to buy other companies
without fresh primary legislation.
ROYAL & SUNALLIANCE: To Raise as Much as AU$2.1 Billion From IPO
----------------------------------------------------------------
Royal & Sun Alliance expects to raise between AU$1.6 billion and
AU$2.1 billion (US$1.26 billion) from the initial public offering
of its Australian and New Zealand businesses, according to a
person familiar with the transaction.
The transaction, which marks the world's largest insurer's exit
in the region, involves the sell-off of Promina Group Ltd.
The source did not specify the number of shares being offered,
nor their price range. But Goldman Sachs Group Inc., joint-lead
manager of the IPO, values Promina at AU$2.1 billion to AU$2.5
billion. The firm expects the unit to be worth between AU$1.9
billion and AU$2.3 billion once trading starts.
Macquarie Bank Ltd., the other joint lead-manager, on the other
hand, valued Promina at between A$2.02 billion and A$2.48
billion, with an IPO valuation of A$1.8 billion to A$2.2 billion.
The unit includes Australia's No. 3 car and home insurer, New
Zealand's biggest combined general and life insurer and the
Tyndall fund management business.
Proceeds of the sale will be used to plug a GBP800 million
(US$1.25 billion) capital shortfall after a 75% plunge in the
company's stock price last year.
The insurer is also cutting as many as 12,00 jobs to raise
capital needed to pay claims, including from attacks on the World
Trade Center and from people who became sick from asbestos-
related diseases.
The war in Iraq is also expected to stifle demand for equity
worldwide.
Bidding for the stocks will be on May 7 to May 9, and shares will
start trading May 12.
ABN Amro Rothschild, JBWere Ltd., J.P. Morgan Chase & Co. and
Merrill Lynch & Co. are helping sell the shares.
Promina brands in Australia include AAMI, Australian Pensioners
Insurance Agency, Shannons, Royal & Sun Alliance and Tyndall. In
New Zealand, they include AA Insurance, Royal & Sun Alliance,
Guardian Trust, SIS and International Marine.
The businesses include commercial insurance, mortgage insurance
and income protection.
SIMON GROUP: Posts GBP22.5 MM Loss for Year Ended December 2002
---------------------------------------------------------------
Highlights
2002 2001
GBPm GBPm
Continuing group turnover 111.7 102.9
Continuing operating (loss)/profit
(pre exceptional items) (7.6) 1.1
(Loss)/Profit before tax 22.5) 54.8
Earnings per share+ (1.5p) 3.5p
Dividend 1.30p 1.30p
Humber Sea Terminal Phase II tidal
works consent received -- --
Storage Division sold for GBP63.85m -- --
+ before exceptional items and amortization of goodwill.
Commenting on the results, Timothy Chadwick, the newly appointed
Chairman of Simon, said:
"Following the end of the sale process the management is now
focused on developing the Ports and Logistics businesses. The
Directors intend to continue to develop the Humber Sea Terminal
and will continue to closely review the turnaround process at
Seawheel."
CHAIRMAN'S STATEMENT
Sale Process
Shareholders will have seen from the announcement on March 21,
2003 that the company is no longer in discussions with any
potential offerors and therefore no longer in an offer period.
The offer period commenced in January 2002 and over the last 13
months the Board and its advisers held discussions with a number
of parties potentially interested in the entire Group or its
constituent parts. Ultimately, no credible definitive offer for
the Group was forthcoming.
In November 2002 the Board received an offer from Patron Capital
to acquire the Storage Division, which was subsequently approved
by shareholders. The disposal was completed in January 2003 and
the net sale proceeds have been used to clear the Group's bank
debt and to provide working capital for the Group's remaining
operations, Ports and Logistics.
Results
Group turnover on continuing activities increased during the year
to GBP111.7 million from GBP102.9 million in 2001. Exceptional
losses of GBP22.3 million (of which GBP15.6 million related to
the writing off of Logistics' goodwill) resulted in a loss before
taxation for the year of GBP22.5 million (2001: profit before tax
GBP54.8 million).
Basic earnings per share fell from 29.4 pence per share last year
(3.5 pence before exceptional items and amortization of goodwill)
to a loss per share of 19.7 pence this year (loss of 1.5 pence
before exceptional items and amortization of goodwill).
Following the sale of the Storage Division, the Group had a net
cash position of approximately GBP18 million in January 2003.
Dividend and Dividend Policy
The Board has recommended a final dividend of 0.87 pence per
Ordinary share which, when taken with the interim dividend paid
on 21 October 2002 of 0.43 pence per Ordinary share, will give a
total dividend for the year of 1.3 pence per Ordinary share
(2001: 1.3 pence). The final dividend will be paid on June 13,
2003 to Ordinary shareholders on the register on May 23, 2003.
Following the payment of the proposed final dividend for 2002,
the Board will consider its future dividend policy for the
company given the absence of the profit and cashflow generated by
Storage Division, sold in January 2003.
Future Strategy
The Group is now focused on being a ports and logistics operator.
After 2 years in operation, Humber Sea Terminal (HST) Phase I now
handles approximately 170,000 units per annum. HST has received
the principal statutory consent to enable it to construct Phase
II, which will double its current capacity. Construction of
Phase II will commence once the Board is satisfied that HST has
customer support for the new berths.
Seawheel has continued to perform poorly through 2002. A new
management team, under the leadership of Alan Jones, has been
appointed since December last year and is undertaking a root and
branch systematic overhaul of Seawheel.
As has been previously stated, the Board will consider when
appropriate a return of any cash to shareholders following a
determination of the future capital requirements of the Group.
Board Changes
In the last twelve months Maurice Dixson, Michael Davies and
Giles Coode-Adams have all left the Board. I was appointed
Chairman by the Directors on March 21, 2003. On behalf of the
continuing Board and all the shareholders I wish to thank each
for his contribution to the Group.
I am also very pleased to welcome Niall Nolan to the Board as
Finance Director. Niall was previously Group Financial
Controller.
As currently constituted the Board comprises three executives and
two non-executive directors. We have begun a search to secure
the services of at least one additional non-executive.
Prospects
With the sale process having run its course, the Directors
believe that the best value for shareholders will be achieved by
unlocking the potential that lies within the Ports and Logistics
Divisions.
The Directors intend to continue the development of HST by
commencing Phase II as soon as all the requisite consents and
customers are secured. Phase III, involving two further berths,
will result in six berths in total. At Seawheel the turnaround
process is aimed at restoring value to the Group's investment and
this will continue to be closely reviewed.
I am confident that with a new team and sharper focus, we are
well placed to grow shareholder value.
TIMOTHY CHADWICK
Chairman
CHIEF EXECUTIVE'S REVIEW
The past year has been one of considerable change and uncertainty
for the Group. To maximise value for shareholders the Board is
now focused on growing profitably the Group's remaining
operations, Ports and Logistics.
Ports Division
Having completed its second full year of operation HST is now
established as a highly competitive Ro/Ro facility serving the
North Sea freight ferry market. Our launch customer, Stena Line,
saw volumes increase by some 13% during 2002 on its now daily
service between the Hook of Holland and HST. With a high
occupancy on its existing ships used on this route, the prospects
for significant further volume growth are now dependent on Stena
Line putting larger ships on the route.
Ferryways commenced operation of a new Ro/Ro service between HST
and Oostende in January 2002. Operating six sailings per week at
night, the route has been slow to develop but volumes have been
increasing in recent months. With Ferryways operating at night
from the same berth as Stena Line we have full occupancy of the
available sailing 'slots' on this berth.
Seawheel's former CCTL service to Hamburg continued to operate
four Ro/Ro sailings per week to Hamburg, with one ship making
calls at Esbjerg in Denmark. This service has also operated
largely at night, carrying a mixture of unaccompanied trailer and
container traffic. Despite the many issues impacting Seawheel
and the Group in the past year, volumes on this route have been
stable and the prospects for growth in traffic with North Germany
are encouraging.
In September 2002 the remaining daytime sailing 'slot' on the
second berth was taken by Seawheel starting a new daily Ro/Ro
service from HST to Rotterdam which is referred to again later.
Ro/Ro volumes through HST in 2002 amounted to approximately
123,000 units compared with 74,000 in 2001. In the second half
of 2002 we also started to handle on an occasional basis the
importation of new trade cars. In all seven car ships have
berthed at HST and we have handled approximately 7,500 trade
cars. The handling and storage of trade cars presents good
opportunities for the future. These volume increases have
brought with them significant further landside developments. A
new trailer park capable of accommodating some 270 vehicles was
opened during the Summer, together with additional new check-in
facilities. At the same time further investment has been made in
the general site infrastructure at HST including new roads
providing better access throughout the site and improved rail
facilities.
We have continued to work throughout 2002 to secure the detailed
statutory consents necessary to construct Phase II of the marine
development of HST, which will give us a further two berths.
Despite no major issues being raised, the consents process, which
involves a number of Government departments and other agencies,
has been ongoing for some two years. HST has secured the key
tidal works consent to construct Phase II. We have progressed
the selection of a preferred contractor and are in a position to
place a contract for the works to start. Construction is
expected to take approximately twelve months depending upon when
in the year work actually commences. Discussions with parties
interested in securing use of this new capacity are in hand.
We are now finalizing the relevant applications for Phase III of
the development at HST, which involves increasing the total
number of berths to six. We believe that Phase III will make HST
the premier Ro/Ro ferry terminal on the Humber and provide a
major direct gateway between the Midlands and North of England
and the Continent. With increasing congestion on the UK's roads
and the imminent restriction of drivers hours through the Working
Time Directive we believe that direct ferry access to major
markets will become increasingly attractive.
The market for the Killingholme Wharfage business remained very
competitive in 2002 and both margins and volumes through the
three berth tidal facility showed some decline.
Progress continued to be made in the warehousing and distribution
business conducted on Humberside by Simon Distribution. Major
contracts with Conoco and the London Metal Exchange have
continued and the storage and redistribution of increasing
volumes of imports into the Humber are now being handled for
customers such as B&Q and VGB.
Port Sutton Bridge's market also remained difficult during the
year with both margins and volumes under pressure. As in 2001,
grain exports continued to be well down on historical levels.
Steel import tonnages have remained constant despite pricing
pressures. The new bespoke warehouse for Broste of Denmark was
completed ahead of schedule during the Summer of 2002 and a new
ten year contract with them will provide a stable income stream
for the port. With a better harvest in 2002, grain exports are
expected to improve in 2003.
Across the Division rising costs increased the pressures on the
business. Insurance premia have continued to rise sharply,
particularly with regard to employers' liability insurance for
port operatives and cover for buildings and equipment. The costs
borne by the Division in facilitating the increasing activities
of the security and immigration services at the ports in the wake
of heightened national concerns in these areas have also risen.
Strenuous efforts are being made by the Division's management to
offset the effect of these increases.
Logistics Division
Although a number of changes in senior management were made, the
performance of Seawheel in recent years has been unsatisfactory.
Following a comprehensive financial and operational review in
late 2002, a complete change of the senior management team was
undertaken and Alan Jones was appointed Managing Director in late
December 2002. This new management, assisted by a specialist
turnaround team, are addressing Seawheel's key operating controls
and are now concentrating on Seawheel's historic core activities
of moving containers door to door across Europe.
In September 2002 Seawheel converted its Lo/Lo service from
Rotterdam to Goole on the Humber to a Ro/Ro service operating
from HST. This change was designed to improve Seawheel's service
levels by operating a faster and more reliable service compared
with the Goole operation, which was handicapped by tidal
restrictions and the need to use small vessels. This major
change in Seawheel's operations has had a negative impact on the
route's financial performance during the start-up of the
operation, however this is expected to show improvement over
time.
Investment in systems and the upgrading of equipment has
continued and this, together with a series of cost reduction and
profit programs, gives grounds for encouragement in terms of
improved future operating performance.
Storage Division
In the year leading up to the disposal of the Storage Division,
the business continued to trade well despite some weakness in the
chemicals market. This weakness was offset by improved demand
for petroleum storage due to the uncertainties in the Middle East
and the impact of escalating oil prices which resulted in the
take up of a significant amount of spare capacity at improved
rates.
In line with market trends, the Storage Division's future
performance was adversely affected by higher pension and
insurance costs. It was estimated that these costs would have
added approximately GBP1.8 million, in a full year, to the
Division's cost base.
For many years the Storage Division was a safe and steady
provider of both profits and cash to the Group. It maintained
its position at the forefront of its market despite the various
pressures on both the Group and the U.K. chemical market that its
serves. I wish its management well under its new ownership.
Restructuring
In line with the recent significant changes within the Group the
Head Office costs needed to be reduced and in November we
announced that the corporate head office would be relocated out
of London to other Group offices in Redhill, Surrey. The
relocation was completed at the end of January 2003.
Over the same period we have reduced the number of staff in the
Head Office and as a result it is expected that the cost of
running the Headquarters will reduce by GBP1.4 million per annum
to an annual rate of approximately GBP2.2 million.
With the Storage Division disposal and Headquarters relocation
behind us, we can continue to work through the issues arising
from the Group's long history and extensive disposal program.
Substantial progress has been made to wind-up or liquidate
dormant or non-trading entities both in the U.K. and in many
overseas locations.
The proceeds from the Storage disposal means that we have repaid
all of our outstanding debt and have available the necessary
financial resources to continue with the development of our two
remaining businesses.
Pensions
Following an informal revaluation of the Group's principal
pension scheme, the Group resumed making cash contributions to
the scheme from November 2002. Following the disposal of the
Storage Division these contributions will reduce from GBP1.5
million to approximately GBP0.6 million per annum.
The company has continued to account for its pension schemes in
accordance with SSAP24 for 2002 along with the additional
disclosures required by FRS17. The surplus in the principal
scheme calculated in accordance with FRS17 was GBP6.0 million at
December 31, 2002
TIM REDBURN
Chief Executive
To See Financial Statement:
http://bankrupt.com/misc/Simon_Group.htm
CONTACT: SIMON GROUP PLC
PO Box 492
Redhill
RH1 1XR
United Kingdom
Phone: +44 (0) 1737 372660
Fax: +44 (0) 1737 372670
E-mail: info@simongrp.co.uk
Home Page: http://www.simongroup.plc.uk
Contact: Timothy Chadwick
Tim Redburn
GAVIN ANDERSON & COMPANY
Phone: 020 7554 1400
Contact: Liz Morley
SMG PLC: DTI Approves GBP16M Sale of Publishing Division
-------------------------------------------------------
SMG plc welcomes the announcement by the DTI clearing the GBP216
million sale of SMG's publishing division (SMG Publishing) to
Gannett U.K. Limited. The disposal is now expected to complete
shortly.
On December 23, 2002, SMG announced that it had agreed the sale
of its publishing division to Gannett, which was subject to an
automatic referral to the DTI under the provisions of the Fair
Trading Act. SMG shareholders approved the disposal on January
24, 2003.
The successful completion of this transaction will sharpen SMG's
focus on national advertisers and strengthen its balance sheet.
The proceeds of the sale will be used to significantly reduce the
group's debt. New finance facilities have been put in place and
will be available for drawdown from completion of the sale
through to December 2005.
SMG indicated when the sale was announced that it intended to pay
a dividend for the year of 2.5 pence (2001: 3.0 pence) on
completion. SMG now plans to formally propose payment of the
dividend at the company's AGM on June 6, 2003. Shareholders on
the share register at August 29, 2003 will qualify to receive the
dividend on October 1, 2003.
Andrew Flanagan, Chief Executive of SMG, said:
"We've achieved an excellent deal for an excellent business at a
price that was well ahead of expectations. I'm confident that the
business will continue to thrive under its new owner. Delivery of
this transaction will provide us with both regulatory and
financial flexibility and we'll be well placed to capitalise on
the opportunities that the Communications Act promises to
present."
March 28, 2003
SMG Publishing consists of three newspapers: The Herald, Sunday
Herald and Evening Times; a stable of 11 business to business and
specialist consumer magazine titles; and an online advertising
and content business. SMG's other businesses are: Scottish and
Grampian TV; Virgin Radio; Pearl & Dean (cinema advertising); and
Primesight (outdoor advertising).
CONTACT: SMG PLC
Andrew Flanagan, Chief Executive
Phone: 0141 300 3300
George Watt, Group Finance Director
Callum Spreng, Corporate Affairs Director
Brunswick
James Hogan
Ben Brewerton
Phone: 020 7404 5959
SIMON BORROWS GREENHILL & CO.
Phone: 020 7440 0400
TADPOLE TECHNOLOGY: Announces Equity Issue, Additional Listing
--------------------------------------------------------------
The company announced the issue of 6,000,000 Ordinary Shares at a
price of 4.53p to GEM Global Yield Fund Limited, pursuant to the
equity line of credit provided to the company by GEM Global Yield
Fund Limited and GEM Advisors Inc., details of which are
contained in a circular to shareholders dated 31 January
2002.
Application has been made to the U.K. Listing Authority for the
6,000,000 Ordinary Shares to be admitted to the Official List and
to the London Stock Exchange for these shares to be admitted to
trading. These shares will rank pari passu with the existing
ordinary shares of the company and dealings are expected to
commence on April 2, 2003.
* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
Shareholders Total Working
Equity Assets Capital
Ticker (US$MM) (US$MM) (US$MM)
------ ----------- ------ --------
AUSTRIA
-------
Libro AG (111) 174 (182)
CZECH REPUBLIC
--------------
Ceskomoravska Kolben &
Danek Praha Holding (88) 192 (2,186)
BELGIUM
-------
Real Software REAL (35) 244 (1)
DENMARK
-------
Elite Shipping (28) 101 19
FRANCE
------
Banque Nationale
de Paris Guyane (41) 352 N.A.
BSN Glasspack (102) 1,151 179
Bull SA BULP (39) 1,512 (17)
Compagnie
des Machines Bull (6) 231 (3)
Compagnie Francaise de
l'Afrique Occidentale (66) 256 21
Cofidur SA (5) 102 19
European Computer System (110) 682 377
Grande Paroisse SA (845) 383 107
Immobiliere Hoteliere HOIN (66) 185 (54)
Pneumatiques Kleber SA (34) 480 139
Centrest Societe
de Developpement
Regional (132) 252 N.A.
Sa des Usines Chausson (23) 249 35
SDR Picardie (135) 413 N.A.
Soderag (41) 352 N.A.
Sofal SA (305) 6,619 N.A.
Spie-Batignolles (16) 5,281 75
St Fiacre Financiere (1) 111 (33)
Trouvay Cauvin TRCN 0 134 10
GERMANY
-------
Brau Und Brunnen AG BBAG (14) 508 (210)
Dortmunder
Actien-Brauerei DABG (13) 118 (29)
Edel Music AG EDLG (66) 353 159)
Eurobike AG EUBG (32) 158 (31)
F.A. Guenther & Sohn AG GUSG (8) 111 N.A.
Kaufring AG KAUG (19) 151 (51)
Mobistar SA MOSG (30) 1,039 (61)
Nordsee AG (8) 195 (31)
ITALY
-----
Binda SpA BND (11) 129 (20)
Credito Fondiario
e Industriale SpA CRF (200) 4,218 N.A.
Vemer Siber Group SpA VEM (3) 235 (79)
NETHERLANDS
-----------
Baan Company N.V. BAAN (8) 610 46
Laurus N.V. (139) 1,326 (922)
NORWAY
------
Northern Oil ASA NOI (9) 204 (272)
Northern Offshore Ltd. NOF (9) 204 (30)
POLAND
------
Animex SA (1) 108 (86)
Exbud Skanska SA EXBUF (9) 315 (330)
SPAIN
-----
Altos Hornos de Vizcaya SA (116) 1,283 (278)
Santana Motor SA (46) 223 41
SWITZERLAND
-----------
Kaba Holding AG KABZN (64) 515 252
TURKEY
------
AlternatifBank AS (20) 759 N.A.
Yasarbank (948) 623 N.A.
UNITED KINGDOM
--------------
Abbot Mead Vickers (2) 168 (16)
Alldays Plc ALD (120) 252 (202)
Bonded Coach
Holiday Group Plc (6) 188 (44)
Blenheim Group (153) 198 (34)
Booker Plc BKRUY (60) 1,298 (8)
Bradstock Group BDK (2) 268 5
Brent Walker Group (1,774) 867 (1,157)
British Nuclear Fuels Plc (2,627) 36,359 1,948
British Sky Broadcasting BSY (459) 3,364 179
British Telecom Group (408) 39,442 732
Compass Group CPG (668) 2,972 (298)
Cox Insurance
Holdings Plc COX (15) 1,917 N.A.
Dawson Holdings Plc DWN (32) 135 (25)
Electrical and Music
Industries Group (1,267) 2,731 (1,158)
Euromoney Institutional ERM (119) 173 20
Gallaher Group GLH ( 435) 4,867 (11)
Gartland Whalley & Barker (11) 145 (8)
Galil Agribiotech Galiltec
Tropitec Group PLC (156) 408 (18)
Heath Lambert
Fenchurch Group PLC (10) 4,109 (10)
HMV Group PLC HMV (606) 664 (133)
Imperial Chemical
Industries Plc ICI (337) 9,160 (1,027)
Imperial Tobacco Group ITY (117) 10,083 (180)
Intertek Testing Services ITRK (343) 318 (12)
IPC Media Ltd. (685) 254 16
Lambert Fenchurch Group (1) 1,827 (3)
Lattice Semiconductor LSCC (1,290) 12,410 (1,228)
Marconi PLC MNI (2,204) 7,205 (756)
Misys PLC MSY (86) 961 (7)
Orange PLC ORNGF (594) 2,902 7
Rentokil Initial Plc RTO (932) 2,639 (178)
Saatchi & Saatchi SSI (119) 705 (41)
Seton Healthcare (11) 157 0
William Hill WMH (59) 1,344 5
Yell Group PLC (71) 3,137 325
Each Tuesday day edition of the TCR-Europe contains a list of
companies with insolvent balance sheets based on the latest
publicly available balance sheet available to our editors at the
time of publication. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell
short. Don't be fooled. Assets, for example, reported at
historical cost net of depreciation may understate the true value
of a firm's assets. A company may establish reserves on its
balance sheet for liabilities that may never materialize. The
prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.
************
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Kimberly
MacAdam, Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee
Gonzales, Editors.
Copyright 2003. All rights reserved. ISSN 1529-2754.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.
Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.
The TCR Europe subscription rate is US$575 per half-year,
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each. For subscription information,
contact Christopher Beard at 240/629-3300.
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