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/raid1/www/Hosts/bankrupt/TCREUR_Public/030421.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 Monday, April 21, 2003, Vol. 4, No. 77 Headlines C Z E C H R E P U B L I C UNION BANKA: Seeks Restructuring, Wants Liquidation Cancelled UNION BANKA: Judge, Who Declared Bankruptcy, Ordered Detained F R A N C E ALCATEL: Chairman Positive Company Will Return to Breakeven GIAT INDUSTRIES: 3,000 Employees March to Protest Layoff Plan VIVENDI UNIVERSAL: Apple Denies US$6 Bln Offer for Music Unit VIVENDI UNIVERSAL: Publishing Unit Buyer Files for E.U. Approval G E R M A N Y ALLIANZ AG: Pacific Life to Unload Partial Stake in Subsidiary KIRCHMEDIA GMBH: Mediaset, Saban Negotiate Over Assets THYSSENKRUPP AG: Sells Thyssen Polymer to Belgian Deceuninck H U N G A R Y POSTABANK: Posts Ft1.77 Billion Loss Following Consolidation I T A L Y CIRIO FINANZIARIA: To Present Debt Restructuring Plan Soon FIAT SPA: Finmeccanica Gets Go Ahead to Buy Into Fiat Avio TELECOM ITALIA: Minority Investors Demand Audience Over Merger L U X E M B O U R G MILLICOM INTERNATIONAL: Amends Terms of Exchange Offer N E T H E R L A N D S KONINKLIJKE AHOLD: Former CEO, CFO May Face Charges for Fraud S W E D E N SKANDIA: Announces Changes to the Board Amid Tumult SKANDIA: Presents Results of Annual General Meeting S W I T Z E R L A N D BANQUE CANTONAL: Adds Pascal Kiener to Executive Board U N I T E D K I N G D O M AMEY PLC: Tells Shareholders to Accept Ferrovial Cash Offer AQUILA INC.: Fitch Downgrades Aquila Canada Finance to 'B-' AQUILA INC.: S&P Lowers Asia Pacific Holding Rating to 'B' GLAXOSMITHKLINE PLC: Reaches Civil Settlement with Government JEM EUROPE: Faces Fraud, Tax Evasion Charges in Scotland LAURA ASHLEY: To Raise GBP8.2 Million to Fund Store Closure MARCONI PLC: Announces Compliance with UKLA Listing PIZZAEXPRESS PLC: Presents Third Quarter Trading Update P&O PRINCESS: Lord Sterling Joins P&O Cruises as Life President P&O PRINCESS: Issues Notification of Directors' Interests P&O PRINCESS: Announces Result of Extraordinary General Meeting TADPOLE TECHNOLOGY: Announces Directors' Options Exercise - - - - - - - - =========================== C Z E C H R E P U B L I C =========================== UNION BANKA: Seeks Restructuring, Wants Liquidation Cancelled ------------------------------------------------------------- Italian investor group, Invesmart, which holds the majority stake in Union Banka, petitioned a Czech court last week to reverse its liquidation order and, instead, allow the group to restructure the insolvent bank. The group has recently struck a deal with a subsidiary of Goldman Sachs and Flow East, a local estate and debt recovery company. The consortium has promised to invest about CZK5 billion to repay a portion of the bank's liabilities in exchange for managing the bank's assets. According to the Financial Times, Invesmart asked the court last week to convert the bank's bankruptcy into a composition proceeding to pave the way for its restructuring. Union Banka filed for bankruptcy in February following a liquidity crisis that forced it to close shop and freeze CZK13.8 billion in deposits. It had earlier asked the government for CZK1.8 billion in aid to help plug an estimated CZK4.5 billion hole on its accounts, but the government rejected the request. Last month, the central bank began proceedings to revoke Union Banka's license, while creditors sought the declaration of insolvency. Invesmart, for its part, threatened to bring its row with the government to an international arbitration under a bilateral investment protection treaty. Invesmart, financed by fund manager B&S Group and the Barilla pasta maker, bought a 98 percent stake in Union Banka in October 2002 via a CZK2.7 billion deal to absorb the bank's liabilities to its former owners, a group of local companies. The Financial Times pegs the bank's total assets at CZK17 billion and depositors at 250,000. UNION BANKA: Judge, Who Declared Bankruptcy, Ordered Detained ------------------------------------------------------------- Judge Jiri Berka, who pronounced Union Banka insolvent last month after relying on faked documents, is now in hot water, says Czech Happenings. President Vaclav Klaus and Premier Vladimir Spidla have reportedly ordered authorities to take the judge into custody pending an investigation over his allegedly irregular decision. Under Czech laws, criminal proceedings can only be launched against judges upon consent of the president or the premier. According to Czech Happenings, the Prague high state attorney's office is leading the probe against Mr. Berka, but no charges have been brought against him yet. Judge Berka declared Union Banka bankrupt on March 31, but reversed this three days later after it became clear that the documents he had used as basis were faked. Jaroslav Dolejsi, who works for the high state attorney's office, says the judge is criminally liable because he based his decision on a faked power of attorney, allegedly signed by Union Banka board Chairman Roman Mentlik, board member Michal Gaube and lawyer Michal Paule. Even Milan Kohoutek, chairman of the Usti court where Mr. Berka is assigned, agrees that the latter's conduct was irregular. Meanwhile, according to weekly paper, Respekt, this is not the first time that Mr. Berka figured in a controversial decision. It said Mr. Berka once issued an unusually quick decision over the bankruptcy of engineering firm, Zbrojovka. In a separate development, anti-corruption group, Transparency International CR, has called on Justice Minister Pavel Rychetsky to launch his own investigation. The group believes Mr. Berka's irregular decision was not accidental. In an open letter to the ministry, the group also urged the government to improve bankruptcy legislations, in particular the rule on the appointment of receivers, which accordingly creates room for corruption and does not guarantee an expert handling of bankruptcy cases. =========== F R A N C E =========== ALCATEL: Chairman Positive Company Will Return to Breakeven ----------------------------------------------------------- Alcatel Chairman Serge Tchuruk revealed that selling Alcatel's 9.7% stake in Thales and its 15% stake in Nexans "is not a priority as of the moment". The troubled communications specialist, which recently posted a net loss of EUR1.119 billion for the fourth quarter, has been selling shareholdings and assets in France and Spain. Mr. Tchuruk said Alcatel is in "no hurry" to sell its holding in Thales as the US-based major electronic systems company "could, one day, be the catalyst for bigger transactions in the defense sector". He also believes Alcatel is on track to meet its full-year targets, expecting the company to return to breakeven at the operating level and to start reporting a quarterly net profit before exceptional items toward the year; all this, notwithstanding, the low levels of demand. He said: "We will have completed most of the restructuring work this year, and we will then return to a normal rhythm of restructuring, which is part and parcel of an industry like ours, to constantly improve productivity." Alcatel, which provides end-to-end communications solutions, has scheduled its AGM on the 17th of April and is expected to post first-quarter results on the 19th. GIAT INDUSTRIES: 3,000 Employees March to Protest Layoff Plan ------------------------------------------------------------- Employees of GIAT Industries took to the streets last week to protest a cost-cutting plan that will result in 3,750 job losses over the next three years, reports the Associated Press. Union leaders claim more than 3,000 attended the protest march in Paris, while some establishments participated in their own little way. The news agency says most stores in the town of Saint-Chamond in France's Loire region closed for 30 minutes in support of 700 local GIAT employees. Saint-Chamond City Hall also did the same. The planned layoff, announced on April 7, will affect more than half of GIAT's current workforce. The company manufactures tank and armaments. VIVENDI UNIVERSAL: Apple Denies US$6 Bln Offer for Music Unit ------------------------------------------------------------- Apple Computer CEO Steve Jobs denies his company has offered to invest or buy Vivendi Universal's music division, as part of a plan to launch an online music service. He, however, did not deny the two camps are in talks nor discount the possibility of making that offer, the Financial Times said last week. Board member Claude Bebear, who heads Vivendi's strategy committee, was quoted last week as saying that Apple would "probably" make a US$6 billion bid for the music unit. He considered the figure "a bit low." Despite Mr. Job's denial, Vivendi insiders told the paper a deal is definitely in the offing. The Financial Times, however, says a deal with Apple may not be easy to achieve. The paper cites the pending suit filed against Vivendi by USA Interactive. Accordingly, the sale of Universal Music Group needs the approval of Barry Diller, who chairs USA Interactive's e-commerce group. The latter has already declared that Vivendi could sell "virtually none" of the assets within Vivendi Universal Entertainment, which consists of Universal film and television, Universal Music, a games business and several theme parks. Mr. Diller, who resigned as chairman of VUE last month, also has a pending suit against Vivendi for allegedly breaching its obligations over tax payments. He is demanding "tax distribution payments" relating to USAi's preferred interest in VUE worth US$750 million. His group became a member of Vivendi's empire when he merged his cable channels business with Universal Studios in a complex US$12 billion transaction last year. VIVENDI UNIVERSAL: Publishing Unit Buyer Files for E.U. Approval ---------------------------------------------------------------- Defense and media company, Lagardere SCA, has formally notified EU competition authorities over its EUR1.25 billion acquisition of Vivendi Universal Publishing, Dow Jones Newswires said last week. The move, according to the news agency, is the first step to getting regulatory approval for the deal. Competition authorities have until May 22 to give their nod or subject the matter to further investigation, which runs another four months. Vivendi Universal put the asset on sale in October as part of its debt restructuring efforts. In December, the French media giant assigned VUP to Natexis Banques Populaires SA, allowing it to immediately get the proceeds of the sale, leaving Lagardere with the regulatory risk. Since then, Brussels has been expected to order Lagardere to sell some assets, particularly in educational publishing, to finalize the deal, Dow Jones says. Lagardere CEO Arnaud Lagardere has recently said he will pursue the deal at all cost. Included in the sale are VUP's European and Latin American assets. ============= G E R M A N Y ============= ALLIANZ AG: Pacific Life to Unload Partial Stake in Subsidiary -------------------------------------------------------------- Pacific Life Insurance Co., which holds a 30.5% stake in Pimco, a unit of Allianz AG, will sell one-eight of the stake on April 30 for US$250 million, says Dow Jones Newswires. The transaction is sanctioned under a modified agreement with Allianz that granted Pacific Life the right to exercise a quarterly put option. Under the same agreement, reached mid- March, Allianz also has a call option to buy Pacific's stake in Pimco on the same dates and terms. Pacific Life's stake in Pimco is estimated to be worth US$2 billion, says Dow Jones. Meanwhile, AFX News says Germany's securities trading watchdog, BaFin, has launched a thorough investigation on the books of Allianz's reinsurance business. The regulator did not say what triggered the probe nor did it disclose the purpose for the examination. KIRCHMEDIA GMBH: Mediaset, Saban Negotiate Over Assets ------------------------------------------------------ KirchMedia GmbH's assets are again in the center of acquisition talks, as Italy's largest private broadcaster Mediaset SpA negotiates with US billionaire Haim Saban about buying Kirch's film library. In a shareholders' meeting, Mediaset chairman Fedele Confalonieri confirmed they are in talks with Mr. Saban. "Saban is pulling investors together (to buy KirchMedia assets). There are proposals and counterproposals and we are in talks with them," Mr. Confalonieri said. KirchMedia, which filed for creditor protection early last year, is selling its library of 18,000 movies and series, as well as broadcaster ProSiebenSat.1 Media AG to Mr. Saban. Both the film and the stake in ProSiebenSat are the remains of the collapsed empire of Bavarian entrepreneur, Leo Kirch. The transaction to sell the film library could include KirchMedia's debt, as creditor banks plan to transfer the amount to the unit. Last month, chief executive Giuliano Adreani said Mediaset would be interested in joining Mr. Saban. However, chief financial officer Marco Giordani later said there was a wide gulf between Mr. Saban's proposals and how Mediaset sees the structure of any deal. According to Mr. Giordani, Mediaset is "not going to make an entrance into Germany at any costs." Meanwhile, KirchMedia's creditors are reportedly demanding changes to Mr. Saban's business plan for ProSiebenSat.1 and the film library. German news agency VWD cited unnamed bank industry officials saying, the creditor banks are complaining that the plan includes lower-than-expected repayment rates, higher TV operating costs and unacceptably low transaction costs for Mr. Saban. CONTACT: KIRCHMEDIA GMBH & CO KGAA Rudolf Wallraf RW-Konzept GmbH Phone: +49 (0)9 99562324 Mobile: +49 (0)3 2678888 Hartmut Schultz Hartmut Schultz Kommunikation GmbH Phone: +49 (0)89 99806220 Mobile: +49 (0)170 4332832 SABAN GROUP in Germany: Bernhard Meising Phone: +49 (0)211 5775902 Elisabeth Ramelsberger Phone: +49 (0)211 5775913 Citigate Dewe Rogerson GmbH in USA: Stephanie Pillersdorf Phone: +1 212 687 8080 Citigate Sard Verbinnen THYSSENKRUPP AG: Sells Thyssen Polymer to Belgian Deceuninck ------------------------------------------------------------ As part of its active portfolio management strategy, ThyssenKrupp Technologies has now found a best owner for the Thyssen Polymer business unit. The buyer is the Belgian Deceuninck group, a leading global manufacturer of PVC profiles for the building industry with sales of 362 million euros and 1,776 employees. Deceuninck has 18 subsidiaries with a presence in 32 different countries. Following the sale, Thyssen Polymer will be a core business of the Belgian group. With production sites in Germany and the USA and sales companies in Poland and Thailand, Thyssen Polymer has just under 900 employees and achieved sales of approximately 180 million euros in fiscal 2001/2002. The company is a leading manufacturer of plastic profile systems for windows, doors, conservatories and facades. These are activities which are not earmarked for expansion in the ThyssenKrupp Group. As part of the Deceuninck group, Thyssen Polymer will be ideally placed to continue its successful business. CONTACT: Alfred Wewers, Central Bureau/Public Relations Phone: +49 201 106-3264 Fax: +49 201 106-3265 E-mail: wewers@tkt.thyssenkrupp.com ============= H U N G A R Y ============= POSTABANK: Posts Ft1.77 Billion Loss Following Consolidation ------------------------------------------------------------ The State Audit Office (ASZ) investigation into the consolidation of Postabank has been successfully completed. ASZ concluded that, contrary to earlier charges, the roughly Ft174.5 billion that various Governments devoted to salvaging the State-owned bank was spent appropriately and effectively. The bank is once again operating prudently, with doubtful and high-risk loans having been moved to workout Kft and Reorg- Apports' portfolio. TCR-Europe recently reported that Postabank lost HUF70 billion (US$305 million), or a sixth of its fund, during a run on the bank in February 1997. The state then agreed to consolidate the bank by putting in HUF152 billion (US$662 billion), putting the total rescue package for the bank to HUF300 billion (US$1.3 billion) since the administration of the former Socialist-led Government of Gyula Horn. Presently, the bank reported non-consolidated and audited net losses of Ft1.77 billion in its annual report on 2002 drawn up according to HAS to be presented to the AGM on April 30. Its net losses fell from Ft2.21 billion in 2001, prompting shareholders' equity to fall from Ft 38.4 billion to Ft36.63 billion. However, total assets of the bank rose from Ft363.24 billion to Ft398.80 billion. ========= I T A L Y ========= CIRIO FINANZIARIA: To Present Debt Restructuring Plan Soon ---------------------------------------------------------- Italian agro-food group, Cirio Finanziaria SpA, has completed drafting a plan to restructure the EUR1.1 billion of bonds it defaulted in November, with the help of its appointed advisors, Livolsi & Partners and Rothschild Italia. Cirio said the plan, which is to be presented shortly, sought to assure equal treatment to the company's bondholders and creditor banks. However, such treatment would have to "take into account the current economic and financial situation of the Cirio Group," the company added. The bonds on which the Italian tomato sauce company declared in cross-default late last year were issued under the Cirio Finanziaria name as well as under company units in Luxemburg and the name of Del Monte, a food company Cirio owns. Meanwhile, a group Cirio bondholders has threatened to file a suit against the company to prevent it from converting bonds into Cirio shares. Cirio lost EUR145 million in 2002 and had EUR1.4 billion in long- and short-term debt. CONTACT: CIRIO Phone: ++39 06 4145700 Fax: ++39 06 4145729 Home Page: http://www.cirio.it LIVOLSI & PARTNERS Via Pietro Verri, 8 20121 Milano Phone: +39/02777991 Fax: +39/0277799390 E-mail: livolsistaff@livolsi.com FIAT SPA: Finmeccanica Gets Go Ahead to Buy Into Fiat Avio ---------------------------------------------------------- The board of Finmeccanica SpA last week gave its blessings to the plan to buy a "minority" stake in Fiat Avio, the avionics unit of troubled Italian industrial group, Fiat SpA. Dow Jones says the group had long been rumored to make an offer largely because of the Italian government's pronouncement characterizing Fiat Avio a strategic national defense asset. The government controls Finmeccanica, which is into defense and engineering contracting works. Fiat Avio makes specialty aeronautical equipment for air force jets and, together with U.S. partner The Carlyle Group, fills aerospace orders for satellite launchers estimated to be worth EUR1.6 billion. "Though it's too early in the negotiations to say how much the Finmeccanica stake will be, it's probably going to be less than one third," an industrial source told Dow Jones when asked how the deal might be configured. Italian papers have reported in recent weeks that Finmeccanica would take a third of Avio, with Carlyle taking the remaining two-thirds, the news agency says. TELECOM ITALIA: Minority Investors Demand Audience Over Merger -------------------------------------------------------------- A group of savings shareholders of Telecom Italia SpA has called for an immediate dialogue with both the company's board and that of Olivetti SpA or else face a messy legal action, AFX News said last week. According to Deminor, the firm advising the group, the dialogue will center on the terms of Telecom Italia's merger with Olivetti, which shareholders find as disadvantageous. In particular, the group objects to the 7 for 1 exchange ratio, which accordingly overvalues Olivetti's shares. The group plans to file a formal complaint with the savings share ombudsman to force a dialogue, if necessary. Some analysts say the move has the support of about 10 percent of Telecom Italia's overall capital and large funds like BT Group's Hermes, BP and M&G. A complaint only needs the support of 1% of savings shareholders to be carried out successfully. =================== L U X E M B O U R G =================== MILLICOM INTERNATIONAL: Amends Terms of Exchange Offer ------------------------------------------------------ Millicom International Cellular S.A. (Millicom) (Nasdaq:MICC), the global telecommunications investor, announced Wednesday that it received unconditional commitments from approximately 67% of the holders of its 13-1/2% Senior Subordinated Discount Notes due 2006, or the "Old Notes" to tender their Old Notes in Millicom's ongoing private exchange offer and consent solicitation under certain amended terms as discussed below. In accordance with its agreement with certain holders, as varied by a reduction in unconditional commitments from 68% to 65%, Millicom is amending the terms of its ongoing exchange offer and consent solicitation as follows: Holders of the Old Notes who tender their Old Notes will receive for each US$1,000 of Old Notes validly tendered US$720 of Millicom's newly issued 11% Senior Notes due 2006, or the "11% Notes", and US$81.7 of Millicom's newly issued 2% Senior Convertible PIK (payment in kind) Notes due 2006, or the "2% Notes," both maturing June 1, 2006 (which, when issued, could result in a maximum dilution to existing Millicom stockholders of approximately 30%, assuming no issuance of additional 2% Notes in lieu of cash interest). The 11% Notes will have the right to receive semi-annual amortization payments due June 1, 2004, December 1, 2004, June 1, 2005 and December 1, 2005. The 2% Notes will be convertible into Millicom's common stock at a conversion price of US$10.75 per share (taking into consideration Millicom's recent reverse stock split). At maturity or upon redemption, Millicom will have the right to, at its option, in whole or in part, pay the then outstanding principal amount of the 2% Notes, plus accrued and unpaid interest thereon, in cash or in shares of its common stock. Millicom International Operations B.V., an indirect wholly owned subsidiary of Millicom, will irrevocably and unconditionally guarantee the 11% Notes and 2% Notes. In addition, Millicom continues to solicit consents to certain amendments to the indenture under which the Old Notes were issued. For each US$1,000 of Old Notes who validly deliver a consent and are entitled to vote, Millicom will pay a cash fee of US$50, provided that at least a majority of the holders of Old Notes so consent. The private exchange offer and consent solicitation on these amended terms will be subject to certain conditions as set forth in the revised offering documents (including a tender of 85% of the holders of Old Notes in the exchange offer, unless otherwise waived by Millicom) and will continue to be made only to holders of 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 set forth in these offering documents. Subject to these revised terms, the expiration date for the exchange offer and consent solicitation is extended until May 2, 2003. The record date for holders eligible to participate in the exchange offer is moved to April 16, 2003. The rights of withdrawal for those bondholders who have already tendered their acceptance to the exchange offer and consent solicitation will continue until the new expiration date in accordance with the terms of the private offering documents. About the company 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. The Group's cellular operations have a combined population under license (excluding Tele2) of approximately 382 million people. In addition, MIC provides high-speed wireless data services in six countries. MIC 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 16.8 million customers in 22 countries. The Company's shares are traded on the Luxembourg Bourse and the Nasdaq Stock Market under the symbol MICC. CONTACT: Marc Beuls, President and Chief Executive Officer Millicom International Cellular S.A., Luxembourg Phone: +352 27 759 101 Andrew Best, Shared Value Ltd, London Phone: +44 20 7321 5022 Homepage: http://www.millicom.com ===================== N E T H E R L A N D S ===================== KONINKLIJKE AHOLD: Former CEO, CFO May Face Charges for Fraud ------------------------------------------------------------- Dutch prosecutors have reportedly started pouring over documents recently forwarded by Ahold, sparking speculations that former CEO Cees van der Hoeven and ex-CFO Michel Meurs could be charged criminally, Financial Times said last week. Sources told the paper the documents could shed light on why company auditor, Deloitte Touch Tohmatsu, withdrew audit approval for the group's annual accounts for 2000 and 2001 and suspended its audit of the results for 2002. In February the auditor said its decision was based on "information not previously made available." The Dutch public prosecutor's office has said it is considering an inquiry, following receipt of the documents. The paper says the documents are understood to include information that led Deloitte to be satisfied that Ahold had management control of the ICA joint venture, when in fact it did not. According to the paper, the same documents have also been made available to U.S. authorities who are also conducting separate investigations. The resignations in February of Mr. van der Hoeven and Mr. Meurs were announced alongside Ahold's disclosure that earnings at US Foodservice, a distribution business, had been overstated by more than US$500 million. At the same time, Ahold also launched investigations into accounting issues at Disco, an Argentine subsidiary, and its joint ventures. =========== S W E D E N =========== SKANDIA: Announces Changes to the Board Amid Tumult --------------------------------------------------- At the statutory meeting of Skandia's Board of Directors on April 15, 2003, in accordance with the recommendation of the Nominating Committee, Bengt Braun was elected as the new chairman of Skandia's Board. The Board also made these decisions: Leif Victorin has been appointed as acting CEO beginning April 16, 2003. He will take over for Lars-Eric Petersson, who will leave the company and its board. "Leif Victorin left Skandia in 1997 after many successful years in the company. In his role as Executive Vice President of the company he has been, among other positions, head of the Nordic insurance operations, CEO of Skandia Liv and Chairman of Skandia International. His knowledge and experience make him an outstanding choice. The job of finding a new CEO will begin immediately," says Bengt Braun. Project teams have been assigned to examine strategic alternatives, reporting, compensation, ethics as well as communication and information. "It is important that these basic questions are addressed in consultation with the Board. Skandia's customers, shareholders and other interested parties must have confidence in what we do, why we do it and how we do it," says Mr. Braun. Attorney Otto Rydbeck, in cooperation with authorized public accountant G"ran Tidstr"m, has been appointed to examine transactions between Skandia and Skandia Liv. In addition, their investigation will include an examination of the principles of embedded value and also principles, practices, and decision- making processes in regard to compensation of company executives and board members. Note: Over the past year, Skandia's reputation has been badly damaged by a disastrous share price performance, the failure of a costly expansion into the United States and sustained criticism in the Swedish media over internal dealings between the parent company and its life insurance arm, Skandia Liv, as well as executive perks and bonuses. Reports indicate that analysts view the Skandia board's removal of Mr. Petersson as an attempt to restore investor confidence. CONTACT: SKANDIA LIV Phone: +46-70-328 90 10 SKANDIA: Presents Results of Annual General Meeting --------------------------------------------------- Election of Directors and Directors' fees At Skandia's Annual General Meeting on April 15, 2003, in accordance with the recommendation of the Nominating Committee, Bengt Braun was elected as a new Director on Skandia's Board for a term extending through the 2005 Annual General Meeting, and Bjorn Bjornsson and Leif Victorin were elected as new Directors on Skandia's Board for terms extending through the 2004 Annual General Meeting. Bengt Braun, born 1946, is President and CEO of the Bonnier Group, Chairman of Alma Media Oyj, Vice Chairman of Oriflame International, and a Director of AB Bonnierforetagen, Tieto- Enator AB and Hufvudstaden AB. He served as a Director on Skandia's Board 1989-2001. Bjorn Bjornsson, born 1946, conducts consulting business in the financial sector and is a Director of Bure Equity AB, Billerud AB, JM AB and Ohman Kapitalforvaltning AB, among others. Leif Victorin, born 1940, served as an Executive Vice President of Skandia 1986-1997, Head of Skandia's Nordic operations 1990- 1996, President of Skandia Liv 1990-1996, and Chairman of Skandia International 1996-1997. In addition, Oonagh McDonald, Lars-Eric Petersson and Clas Reuterski"ld were re-elected as Directors of Skandia for terms extending through the 2005 Annual General Meeting. As policyholder representatives on Skandia's Board for the coming year, the Swedish Consumer Agency and the Stockholm Chamber of Commerce appointed Boel Flodgren (re-election) and Maria Lilja (re-election), respectively. Due to the fact that Willem Mesdag recently left the Board, the number of AGM-elected Directors decreased from eight to seven, in accordance with the Nominating Committee's recommendation. Skandia's Board has the following composition: Bjorn Bjornsson, Bengt Braun, Boel Flodgren, Eero Heliovaara, Maria Lilja, Oonagh McDonald, Lars-Eric Petersson, Clas Reuterskiold and Leif Victorin, plus three employee representatives. The Board's fee is unchanged from the preceding year. In contrast to previous years, there is no requirement to purchase Skandia shares. In addition, an appropriation of SEK950,000 was made to be apportioned at the Board's discretion among the Directors in connection with their duties on Board committees. Special Investigation The Annual General Meeting resolved, in accordance with a revised proposal by the Swedish Shareholders' Association, to assign the Board with the task of commissioning a special investigation into certain, specifically indicated areas, for the purpose of restoring confidence in Skandia. Nominating Committee It was resolved that the Nominating Committee shall consist of six members appointed as follows: -- one representative for each of the four largest owners (owner-groups) of Skandia, to be appointed by the respective owners (owner-groups) -- one representative for the small and medium-sized shareholders of Skandia, to be appointed by the Skandia Shareholders' Association or similar -- one representative for the policyholders of Skandia Liv, to be appointed by the Stockholm Chamber of Commerce Skandia's Chairman shall be co-opted to the Committee and be responsible for calling the Committee, while the representative of the largest owner (owner-group) shall serve as chairman of the Committee. Representatives of the largest owners shall be appointed based on the ownership structure of Skandia in connection with the release of the third-quarter interim report, and it shall also be indicated in the report which persons have been appointed to the Nominating Committee. The representative of the small and medium-sized shareholders shall also be appointed at this time. The Nominating Committee's mandate shall entail the drafting and presentation of recommendations concerning: -- election of a person to serve as chairman of the General Meeting -- Directors' fees -- the number of Directors -- election of Directors -- Auditors' fees -- election of Auditors Dividend The Annual General Meeting approved a dividend of SEK 0.30 per share and set the record date for payment of the dividend at April 22, 2003. Dividends are expected to be distributed from VPC on April 25, 2003. CONTACT: Odd Eiken, Executive Vice President, Communication & Strategy, Phone: +46-8-788 28 80 Gunilla Svensson, Press Secretary Phone: +46-8-788 42 97 ===================== S W I T Z E R L A N D ===================== BANQUE CANTONAL: Adds Pascal Kiener to Executive Board ------------------------------------------------------ The Vaud Cantonal Government (Conseil d'Etat vaudois) met and approved a proposal submitted by BCV's Board of Directors that Pascal Kiener be made a Member of the Bank's Executive Board, put in charge of the Finance and Risks Division, and named Chief Financial Officer (CFO). He will take up his post on June 1, 2003. A Strategic Position The post of CFO is of fundamental importance within the Bank's organization, and its holder plays a key strategic role. As CFO, Mr. Kiener will have overall responsibility for the Bank's strategic planning, financial reporting, controlling, risk management and ALM. In addition, he will be responsible for ensuring that the Bank's business and its future development are in line with the relevant legislation and the regulatory framework, in particular that of the Swiss Federal Banking Commission. Mr. Kiener will also play a central role within the Executive Board, supporting its decision-making processes, in particular from a risk, performance and value perspective. A Career Built on Improving Performance For Financial Services Institutions Throughout his career, Mr. Kiener has shown himself to be capable of finding and implementing solutions, at both strategic and organizational levels, that improve the performance of companies. After three years with Hewlett Packard, he joined McKinsey in 1993, and moved up within the company. In 2000 he was made Partner and a Member of the Management Group of McKinsey Switzerland. Mr. Kiener has acquired great experience in the financial services sector over the last few years as an advisor for major financial institutions in Switzerland and Europe. In particular, he has managed large projects on topics such as strategy, risk management, controlling, and business process re-engineering. Mr. Kiener was born on April 22, 1962, and is married, with three children. He lives in Lausanne, Switzerland. He took his M.S. in mechanical engineering from the Swiss Federal Institute of Technology in Lausanne in 1985, and also took an MBA from INSEAD in Fontainebleau, France, in 1992. =========================== U N I T E D K I N G D O M =========================== AMEY PLC: Tells Shareholders to Accept Ferrovial Cash Offer ----------------------------------------------------------- The Company announced Wednesday to the Stock Exchange that it received an offer for the shares of the Amey Group from Ferrovial. The Board of Amey plc is recommending that shareholders to accept this offer. Amey has made a good start to 2003 after a challenging period last year. Over the past few months, a number of approaches have been received by parties interested in acquiring Amey. The offer from Ferrovial delivers value to Amey's shareholders as it represents a significant premium on our current share price. This is a positive development for Amey's customers, employees, suppliers, partners and other stakeholders. Ferrovial will acquire the entire Amey organization and in this way current business activities and commercial arrangements will remain in place. Ferrovial is the largest construction group in Spain and the second biggest in Europe by market capitalization. It is quoted on the Madrid stock exchange with a market capitalization of around 3.6 billion euros. It is financially stable and profitable, with a turnover in 2002 of 5,040 million euros, delivering profits of 456 million euros. It has over 28,000 employees and a presence covering Europe, the Americas and Australia. From its original construction base, Ferrovial has diversified into the complimentary businesses of infrastructure concessions (toll roads, airports and car parks), services and real estate; businesses which now contribute significantly to its revenues. A significant part of Ferrovial's current activities are international, and further international expansion forms part of its strategy. Amey, with its skills, expertise and strong market position, forms an ideal platform for the expansion of Ferrovial in the UK market. In addition, Ferrovial is well positioned to apply some of Amey's service, project organization and delivery skills in its overseas markets. This acquisition will create a powerful new organization by bringing together two businesses which form a good strategic fit: Ferrovial's financial strength and stability will underpin Amey's operational excellence and future prospects, including the valuable London Underground PPP investment. We look forward to working with our new colleagues as we build on Amey's strengths and take our company into the future. Mel Ewell, Chief Executive CONTACT: AMEY Jane Beckley, Head of Communications Director: Phone: 01252 533809 Mobile: 07788 580591 CARDEWCHANCERY Nadja Vetter Phone: 020 7930 0777 AQUILA INC.: Fitch Downgrades Aquila Canada Finance to 'B-' ----------------------------------------------------------- Fitch Ratings has withdrawn the 'B+' rating of Aquila Asia Pacific Ltd. and downgraded the senior unsecured rating of Aquila Canada Finance to 'B-' from 'B+'. In addition, Fitch removes Aquila Canada Finance from Rating Watch Negative. The Rating Outlook for Aquila Canada Finance is Negative based on the entity's relationship with parent guarantor, Aquila, Inc. The 'B+' senior unsecured rating of Aquila Asia Pacific is withdrawn due to the repayment of this debt in entirety earlier in April. The senior unsecured rating of Aquila Canada Finance has been downgraded to 'B-' from 'B+' to reflect the entity's dependence on cash flows from Aquila, Inc, (rated 'B-' by Fitch) for debt service. Aquila Canada Finance is a financing subsidiary of Aquila Inc. that does not hold any Canadian utility operating assets nor does it have any claim upon upstream cash flows from the Canadian utility business. Cash flows to service debt at Aquila Canada Finance are derived exclusively from the parent guarantor, Aquila, Inc., and the entities are closely tied through tax relationships, thus the rating of Aquila Canada Finance is equal to the rating of Aquila, Inc. (ILA). ILA provides network distribution of electricity and gas in the U.S., Canada, Australia and the UK. It also is in the wholesale power generating and trading business in North America. ILA is in the process of selling the Australian and U.K. operations. CONTACT: FITCH RATINGS Sharon Bonelli, New York Phone: +1-212-908-0581, New York Karen Anderson, Chicago Phone: +1-312-368-3165 Carolyn Martin, Brisbane Phone: +61 7 3222 8611 AQUILA INC.: S&P Lowers Asia Pacific Holding Rating to 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services said today that its long-term ratings on the debt issuances by UtiliCorp Asia Pacific Pty. Ltd., UtiliCorp Australia (Gas) Finance Pty. Ltd., and UtiliCorp Australia Finance Pty. Ltd. were lowered to 'B' from 'B+' on April 11, 2003. The action follows the downgrade of the long- term credit rating on Aquila Inc (formerly UtiliCorp United Inc.) to 'B' from 'B+', and the assignment of a negative outlook to the rating. Aquila unconditionally and irrevocably guarantees all the debt issued by the aforementioned three Australian holding companies. The three companies are wholly owned subsidiaries of Aquila and are funding vehicles for the parent's equity interests in Asia-Pacific. The rating downgrade on Aquila was driven by concerns surrounding the company's reliance on asset sales to reduce debt levels and its projected weak cash flows from operations. The negative outlook on Aquila's rating reflects uncertainties regarding the timely execution of its asset sales, the level of debt reduction achievable from the proceeds of asset sale, and the company's ability to restructure its business. Standard & Poor's is a leader in providing widely recognized financial data, analytical research and investment and credit opinions to the global capital markets. With more than 5,000 employees located in 18 countries, Standard & Poor's is an integral part of the world's financial architecture. In Asia, Standard & Poor's has been voted most influential rating agency by Finance Asia and Ratings Agency of the Year by INSTO for the second year running. Additional information is available at http://www.standardandpoors.com.au. CONTACT: FITCH RATINGS ANALYSTS Parvathy Iyer, Melbourne Phone: (61) 3-9631-2034 Laurie Conheady, Melbourne Phone:(61) 3-9631-2036 GLAXOSMITHKLINE PLC: Reaches Civil Settlement with Government ------------------------------------------------------------- GlaxoSmithKline announced Wednesday it has reached a civil settlement with the U.S. Department of Justice, acting through the U.S. Attorney's Office for Massachusetts, the Office of the Inspector General of the US Department of Health and Human Services and the states. The sole issue at the heart of the investigation leading to the settlement was how GSK's heritage companies interpreted an ambiguous aspect of the Medicaid Best Price Statute and how they applied that statute to limited arrangements with a single customer involving the repackaging of a small number of its products. GSK continues to believe that its interpretation of the law was reasonable and in good faith. The company has agreed to a civil settlement to avoid the delay and expense of a trial. In 2000, the government clarified its interpretation of this ambiguous aspect of the statute, and each of the GSK heritage companies discontinued the arrangements in question. The company has cooperated fully with the U.S. Attorney's office since receiving subpoenas on the matter in fall 2000. The arrangements at issue were made before the merger of SmithKline Beecham and Glaxo Wellcome in December 2000 and were terminated prior to the merger. Under the settlement, GSK will pay $87.6 million to be divided among federal and state governments and entities eligible for Public Health Service pricing. The company made full provision for this settlement last year. CONTACT: GLAXOSMITHKLINE European Analyst/Investor Duncan Learmouth Philip Thomson Anita Kidgell Phone: 020 8047 5540 020 8047 5543 020 8047 5542 US Analyst/Investor Frank Murdolo Tom Curry Phone: (215) 751 7002 (215) 751 5419 JEM EUROPE: Faces Fraud, Tax Evasion Charges in Scotland -------------------------------------------------------- Japanese electronics firm, JEM Europe, faces allegations of fraud, tax evasion, and abuse of a Scottish Executive grant aid in Scotland, The Scotsman said last week. According to the paper, an inquiry into these matters is now underway, but it is not clear whether this can prevent the company from transferring operations to France. The report says the group is leaving Scotland after running out of funding from Scottish Executive. The paper says JEM Europe was introduced to Silicon Glen by Locate in Scotland, part of Scottish Enterprise, in a publicity fanfare in October 1997. To qualify for the regional selective assistance (RSA), the company was supposed to employ 12 Scots at its Bathgate-based manufacturing plant, which produces probe cards for testing semi-conductor devices before they are shipped to customers like Motorola and NEC. Former Scottish employees say the company never reached that quota. "There was no way they [JEM] reached the quota of hiring Scottish employees. There was only a few of us at a time, but we were naive and didn't stand up for ourselves," Bryan McKenna, a former employee at the plant, told The Scotsman in an interview. "I joined the company thinking it was a Japanese firm, it would be OK and we'd be treated well. The rules and regulations they introduced were incredible," he added. Mr. McKenna also recounted to the paper how his wage rise of 20p an hour was cut when he refused to pick up rubbish from the street outside the plant. Another employee, Kristofer Eytle, in a separate interview, said he was fined 10 pounds for using a company phone to call a heating company to fix the heating system and lost 10 percent of his salary for leaving a bowl in the sink overnight. The paper says an Inland Revenue inquiry will take up the allegation that the firm deliberately avoided tax by making artificial losses through paying higher costs to its parent company in Japan since 1997. Another inquiry will look into claims that JEM brought ten Japanese workers from its headquarters into Scotland on tourist visas to avoid the expense of applying for work permits and paying taxes. Allegations of an insurance scam regarding a new GBP1,500 central heating system are also being investigated, the paper says. The Japanese company has declined to comment on any of the allegations. Meanwhile, the STUC union has called on Scottish Executive and Scottish Enterprise to recover the money given to the Japanese firm. "When public money is given to a company, wherever they are from, to set up and develop their business in Scotland, it's important they still fill the criteria that are laid down here. The Scottish Executive and Scottish Enterprise should recover the money given to them [JEM] if need be," STUC Assistant Secretary Tracey White told The Scotsman. A Scottish Executive spokesperson refused to reveal the total sum paid to the company in regional selective assistance grant aid, but said: "In order for the grant to be paid in full under the contract, the company was required to hire 23 staff, but by late 1998 the project was reduced in scale and the RSA agreement was, therefore, closed. "The Executive only paid RSA to the company in line with what they achieved under the contract. The company was obliged to continue to use the grant-assisted assets and retain the grant- assisted jobs until November 2002." LAURA ASHLEY: To Raise GBP8.2 Million to Fund Store Closure ----------------------------------------------------------- Laura Ashley Plc, which is closing 46 stores in continental Europe, says its GBP8.2 million rights issue is fully underwritten by Bonham and The Bank of East Asia. The company says proceeds of the 1-for-4 rights issue, at 6 pence a share, will be used to fund the closure of the stores. Accordingly, it has already received proposals for all the stores in continental Europe, including the 19 stores that are not scheduled for closure. The company says the proposals are at an early stage, but if they proceed, the stores which would remain open would continue to trade under the Laura Ashley franchise. Meanwhile, AFX News says the company estimates losses before tax and exceptional items to total GBP4.9 million for the year ended January 25 2003, slightly lower than the previously forecast estimate of a GBP5 million loss. After exceptional items resulting from the closure of its stores, the loss is seen at GBP14.1 million, which the company said is broadly consistent with its previous statements. Laura Ashley claims it has enough working capital for at least the next 12 months from the date of publication of the prospectus. "The closure or disposal of our loss-making operations in Continental Europe will enable us to sharpen our focus on our other operations, particularly in the UK. Completion of the rights issue allows us to complete the closure program and provides us with additional working capital," said CEO Ng Kwan Cheong in an interview with AFX News. MARCONI PLC: Announces Compliance with UKLA Listing --------------------------------------------------- Marconi Corporation plc: EUR500,000,000 5.625% Bonds due 2005 (ISIN: XS109451194) EUR1,000,000,000 6.375% Bonds due 2010 (ISIN: XS109450972) In accordance with rule 1.22(a) of the Listing Rules of the UK Listing Authority (the UKLA), Marconi Corporation plc hereby announces that it intends to request that the UKLA cancels the listing relating to both series of Bonds specified above with effect from the date on which its previously announced Scheme of Arrangement becomes effective (which is expected to be not earlier than 19th May, 2003). About Marconi plc Marconi plc is a global telecommunications equipment and solutions company headquartered in London. The company's core business is the provision of innovative and reliable optical networks, broadband routing and switching and broadband access technologies and services. The company's aim is to help fixed and mobile telecommunications operators worldwide reduce costs and increase revenues. The company's customer base includes many of the world's largest telecommunications operators. The company is listed on the London Stock Exchange under the symbol MONI. Additional information about Marconi can be found at http://www.marconi.com/. CONTACT: MARCONI PLC Joe Kelly/David Beck Public Relations Phone: +44 (0) 207 306 1771 E-mail: joe.kelly@marconi.com Heather Green Investor Relations Phone: +44 (0) 207 306 1735 E-mail: heather.green@marconi.com Private Shareholder Enquiries only Company Secretary's Office Phone: +44 (0) 207 306 1410 E-mail: shareholder.enquiries@marconi.com PIZZAEXPRESS PLC: Presents Third Quarter Trading Update ------------------------------------------------------- PizzaExpress PLC announces its trading update for the 14 weeks to 6 April 2003: Like-for-like sales to 6 April 2003 14 weeks 40 weeks PizzaExpress (UK, Ireland and Channel -9.4% -6.4% Islands) CafAc Pasta / Marzano (UK and Ireland) -2.2% +2.6% As disclosed in the recent offer announcements, sales in the core UK pizza operation have further weakened since the interim results. A number of operational initiatives have been introduced but intense competition, coupled with well documented economic and political factors, continue to delay improvements in sales performance. Management is also concentrating on reducing the cost base throughout the central administration of the business and savings in this area will partially mitigate the effect of the like-for-like sales decline. Trading in other areas, namely Gourmet, International and Retail are in line with internal expectations. Exceptional costs incurred in responding to bids for the Company have increased to approximately GBP1.5m as at the end of the third quarter and further costs will be incurred before the year-end. The exact amount of such costs will depend on whether a transaction is completed. Notes: 1. Like-for-like sales figures relate to restaurants open for at least 12 months at the beginning of the financial year and include restaurants which have been refurbished or are undergoing refurbishment. 2. The Gourmet and International restaurants are excluded from these like-for-like sales figures. CONTACT: PIZZAEXPRESS PLC Phone: 01895 618618 Contacts: Nigel Colne, Non-Executive Chairman David Page, Chief Executive Paul Campbell, Group Finance Director Citigate Dewe Rogerson Phone: 020 7638 9571 Sue Pemberton P&O PRINCESS: Lord Sterling Joins P&O Cruises as Life President --------------------------------------------------------------- Carnival Corporation (Carnival) and P&O Princess Cruises plc (P&O Princess) (together the Combined Group) announced Wednesday that, upon completion of their dual listed company transaction (the DLC Transaction), the Lord Sterling of Plaistow GCVO, CBE, is to become Life President of P&O Cruises, which will be the Combined Group's largest UK brand. Lord Sterling has also agreed to act as a Special Adviser on international governmental affairs to Micky Arison, who will become the Chairman and Chief Executive of the Combined Group. Commenting on the announcement, Micky Arison said: "I am delighted that Lord Sterling has agreed to become Honorary Life President of P&O Cruises. The creation of this honorary position acknowledges his enormous contribution to the development of P&O's cruise businesses over the last 20 years. Having Lord Sterling as Life President also reflects our commitment both to the values embodied in the P&O Cruises brand and to continuing to provide outstanding holidays for its British passengers." Speaking of his future role Lord Sterling said: "It gives me great pleasure to remain associated with P&O Cruises, which I have seen grow into the UK's most successful cruise company and which is now set to enjoy an outstanding future within the new Carnival Group. I have known Micky Arison for many years and we share similar values and pride in our respective companies. I have no doubt that P&O Cruises will continue to strive for the very best standards and British traditions which make it such a great company." David Dingle, Managing Director of P&O Cruises, said: "Lord Sterling is the leading figure in British shipping and it is an honour for us to have him as Life President. There can be no better ambassador for P&O Cruises." Notes to editors The Lord Sterling of Plaistow, GCVO, CBE. Lord Sterling has been Chairman of P&O Princess Cruises plc since its demerger from The Peninsular and Oriental Steam Navigation Company in October 2000. He is to retire as Chairman of P&O Princess on completion of the DLC Transaction. Lord Sterling is also Chairman of P&O, having joined its Board as a non-executive director in 1980. He was appointed Executive Chairman of P&O in 1983. Prior to his involvement in P&O, Lord Sterling founded Sterling Guarantee Trust and was a Special Adviser to successive U.K. Secretaries of State for Industry and then Trade & Industry from 1982 to 1990. Lord Sterling has previously been President of the General Council of British Shipping and President of the European Community Shipowners' Association. Carnival and P&O Princess shareholders have each voted to approve the DLC transaction at shareholder meetings held this week in New York and London. Completion of the DLC Transaction is expected to occur on Thursday 17 April 2003. On completion of the DLC Transaction, P&O Princess Cruises plc will be renamed Carnival plc. About Carnival Corporation and Carnival plc On completion, Carnival Corporation and Carnival plc will be the largest cruise vacation company in the world, with a portfolio of 13 distinct brands comprised of the leading cruise operators in both North America and Europe. The brands of Carnival Cruise Lines, Holland America Line, Windstar Cruises, Seabourn Cruise Line, Cunard Line, Costa Cruises, Princess Cruises, P&O Cruises, Ocean Village, Swan Hellenic, AIDA, A'ROSA, and P&O Cruises Australia are all included in the Combined Group. Together, these brands operate 66 ships totaling more than 100,000 lower berths with 17 new ships scheduled for delivery between now and mid-2006. They also operate three riverboats on Europe's Danube River and the leading tour companies in Alaska and the Canadian Yukon, Holland America Tours and Princess Tours. Traded on both the New York and London Stock Exchanges, Carnival Corporation & Carnival plc will be the only group in the world to be included in both the S&P 500 and the FTSE 100 indices. P&O Cruises is the largest cruise operator in the UK and one of the best-known cruise brands. The four-ship fleet consists of Aurora, Oriana, Oceana and Adonia. P&O Cruises offers cruises to destinations including the Caribbean, South America, Scandinavia, Mediterranean, Canary Islands as well as Round the World cruises. Adonia and Oceana are the latest ships to join the P&O Cruises fleet. Together with Aurora and Oriana, they will spend summer 2003 operating European cruise holidays to the Mediterranean, Baltic and Fjords from P&O Cruises' homeport of Southampton. CONTACT: P&O PRINCESS CRUISES PLC Phone: +44 20 7805 1214 Caroline Keppel-Palmer, Brunswick Phone: +44 20 7404 5959 P&O PRINCESS: Issues Notification of Directors' Interests --------------------------------------------------------- The Company announced changes in directors' interests in Company shares, as set out below. Share Awards for 2002 bonus As disclosed in the Company's annual report published last month, 50% of each director's bonus for the year ended 31 December 2002 is in the form of an award (Share Award) over ordinary shares of 50 cents each in the Company (Shares), granted under the rules of the P&O Princess Cruises Deferred Bonus and Co-Investment Matching Plan (the Matching Plan). The grant of Share Awards relating to the 2002 bonuses would normally have been made shortly after the announcement of the 2002 results of the company in February 2003 but, on this occasion, has been delayed until the completion of the dual listed company transaction (the DLC Transaction) with Carnival Corporation (Carnival). On 15 April 2003, The Royal Bank of Scotland Trust Company (Jersey) Limited (the Trustee), trustee of the P&O Princess Cruises Employee Benefit Trust (the Trust), granted Share Awards to two directors in relation to their bonuses for 2002, as set out below. In accordance with the rules of the Matching Plan, no consideration was paid for the grant of the awards. Share Award Value No. of shares Lord Sterling GBP123,750 26,613 Nick Luff GBP101,250 21,774 As a result of the DLC Transaction with Carnival, and as set out in the Circular sent to shareholders on 17 March 2003 regarding the DLC Transaction, these Share Awards are exercisable by the individuals concerned immediately. Each of Lord Sterling and Nick Luff has exercised his award for the payment of o1. Lord Sterling has sold, at a price of 465p, 10,911 of the Shares he received in order to meet the tax liability resulting from the exercise of the Share Award. He has retained the remaining 15,702 Shares. Nick Luff has sold, also at a price of 465p, all 21,774 of the Shares he received. Matching Awards were not granted against these Share Awards as they would have been outstanding for less than 12 months at the time of completion of the DLC Transaction, and hence would have lapsed in accordance with the rules of the Matching Plan. The remaining executive director, Peter Ratcliffe, will continue as a director of the company after the DLC Transaction. Notwithstanding the potential release of the award due to completion of the DLC Transaction, Peter Ratcliffe has agreed to leave the Share Award relating to his 2002 bonus in retention. Consequently, this Share Award, and the related Matching Award, will be granted to Peter Ratcliffe after completion of the DLC Transaction. Grant of Executive Share Options On April 15, 2003, in accordance with its normal practice for annual grants of share options, the following options to subscribe for Shares were granted under the P&O Princess Cruises Executive Share Option Plan (the Option Plan) to Directors of the Company. These options would normally have been granted shortly after the announcement of the 2002 results of the company in February 2003 but, on this occasion, the grant has been delayed until the completion of the dual listed company transaction the DLC Transaction. Director Number of Shares under Option Exercise price Peter Ratcliffe 170,400 US$7.32 Nick Luff 54,530 465p Nick Luff 54,530 US$7.32 The exercise price of 465p is the mid market price at the time of grant. The exercise price of US$7.32 was determined by converting the sterling exercise price to dollars at an exchange rate of US$1.574=GBP1. These grants were part of a general grant of options made to employees under the Option Plan as a result of which options over a total of approximately five million Shares have been granted to approximately 800 employees. These options are normally exercisable between the third and tenth anniversaries of the date of grant. The number and price of the options will be adjusted to take account of the share consolidation that will occur due to the DLC Transaction. Exercise of existing share and matching awards Directors hold LTIP Awards, Share Awards and Matching Awards in the Matching Plan as a result of awards rolled over from the P&O Long Term Incentive Plan at the time of demerger, and as a result of awards in connection with bonuses for 2000 and 2001. As a result of the DLC Transaction, and as set out in the Circular sent to shareholders on March 17, 2003, these awards are now exercisable. Accordingly, on April 15, 2003, Directors exercised awards granted to them under the Matching Plan as follows: LTIP and Share Matching Total Awards Awards Director Lord Sterling 298,337 150,852 449,189 Peter Ratcliffe 176,220 251,452 427,672 Nick Luff 72,249 143,273 215,522 Lord Sterling has sold, at a price of 465p, 184,168 of the Shares he received in order to meet the tax liability resulting from the exercise of these awards. He has retained the remaining 265,021 Shares. Peter Ratcliffe has sold, at a price of 465p, 88,110 of the Shares he received in order to meet the tax liability resulting from the exercise of the LTIP and Share Awards. He has retained the remaining 88,110 Shares. He has also sold, at a price of 465p, all 251,452 Shares he received from exercising his Matching Awards. Nick Luff has sold, also at a price of 465p, all 215,522 of the Shares he received. Following these transactions, including the exercise of awards relating to 2002 bonuses as described above, the Directors' direct interests in Ordinary Shares of the Company, excluding remaining Share Awards, Matching Awards and Share Options, are as follows: Ordinary shares Lord Sterling 1,349,213 Peter Ratcliffe 241,038 Nick Luff 55,574 P&O Princess Cruises Employee Benefit Trust Shares required to satisfy the exercise of Share Awards or Matching Awards are held by the Trust. In order to meet awards being made, the Trustee has acquired 913,731 Shares. The Trustee has released 1,785,472 Shares as a result of the exercise of awards. As a result, the Trustee now holds a balance of 603,742 Shares. Each of the directors listed above is a potential beneficiary of the Trust and is regarded for Companies Act purposes as interested in all the Shares held by the Trust, although the Shares held are also for the benefit of other employees of the Company. Despite the technical interest in the Shares, a director will only be entitled to receive from the Trust that number of Shares to which he would be entitled on exercise of an award or option which has been granted to him. The directors of P&O Princess accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of P&O Princess (who have taken all reasonable care to ensure such is the case), the information contained herein for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. P&O PRINCESS: Announces Result of Extraordinary General Meeting --------------------------------------------------------------- P&O Princess Cruises plc (P&O Princess) and Carnival Corporation (Carnival) announce that at the P&O Princess EGM held earlier today, the resolution set out in the P&O Princess shareholder circular dated March 17, 2003 relating to, inter alia, the DLC transaction with Carnival was passed on a show of hands. Proxy votes announced at the EGM were 408,679,183 votes cast in favour, representing 99.7% of shares voted, and 1,118,826 votes cast against, representing 0.3 % of shares voted. There were 3,854,706 votes refrained or abstained. The DLC transaction has now received all necessary shareholder and regulatory approvals and is expected to close on 17 April 2003. The DLC structure will allow P&O Princess shareholders to retain their shares with their exposure to the cruise industry and its significant growth potential in North America, Europe and the rest of the world. Combining P&O Princess and Carnival creates the world's largest cruise vacation group, with a wide range of complementary and well known cruise brands. The portfolio of 13 brands will cover all sectors of the cruise vacation market and is among the strongest in the industry with Carnival Cruise Lines and Princess, as well as Holland America, being the three top lines in North America; P&O Cruises and Cunard Line the leading brands in the UK; Costa Cruises the best known brand in Southern Europe; Aida the leader in Germany; and P&O Australia the leader in Australia. The Combined Group will have 66 ships with a further 17 on order equating to 100,000 berths and 42,300 berths respectively. In addition, the Combined Group will have substantial financial flexibility, with strong operating cash flow, low leverage and a strong balance sheet. The pro forma combined revenue for the group for the year ended November 2002 was $6,891million with net income of $1,333 million. In total 4.7 million passengers were carried during this period. Under the DLC structure, the Combined Group is expected to remain in both the S&P 500 and the FTSE 100 indices. Lord Sterling of Plaistow, who is to retire as Chairman of P&O Princess on completion of the DLC Transaction, said: "I am pleased that the shareholders of P&O Princess and Carnival have decided to combine their two great companies. As I retire as Chairman of P&O Princess, I have the pleasure of knowing that our people, both at sea and on shore, will have a tremendous future working together with their Carnival colleagues in this new global cruising enterprise" Micky Arison, who will become Chairman and Chief Executive of the Combined Group, said: "Such an overwhelming vote in favour of the DLC transaction demonstrates the logic of combining our two companies. Our primary focus will now be on organic growth and extracting the benefits of the combination for shareholders and customers alike. Carnival and P&O together are in the best position to ride the current geo-political uncertainties and benefit from the positive long term prospects for the cruising industry. "In virtually every market in the world where cruise vacations have established a foothold in the overall leisure travel business, Carnival Corporation & P&O Princess are leaders. In addition these brands offer very different experiences allowing us to cater to virtually every lifestyle and budget. We offer, quite literally, something for everyone." Notes to Editors Timetable to completion Carnival and P&O Princess shareholders have each voted to approve the DLC transaction at shareholder meetings held this week in New York and London. Completion of the DLC Transaction is expected to occur on Thursday, April 17, 2003. On completion of the DLC Transaction, P&O Princess Cruises plc will be renamed Carnival plc. Following completion, trading will commence on the London Stock Exchange in Carnival plc shares on Tuesday, April 22, 2003 under the ticker symbol CCL. The Carnival plc ADS programme will continue to be traded on the NYSE under the ticker symbol CUK. Terms used in this announcement have the same meaning as in the announcement dated 8 January 2003. The directors of P&O Princess accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of P&O Princess (who have taken all reasonable care to ensure such is the case), the information contained herein for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Merrill Lynch International and UBS Warburg Ltd., a subsidiary of UBS AG, are acting as joint financial advisors and joint corporate brokers exclusively to Carnival and no one else in connection with the Carnival DLC transaction and the Partial Share Offer and will not be responsible to anyone other than Carnival for providing the protections afforded to clients respectively of Merrill Lynch International and UBS Warburg Ltd. as the case may be or for providing advice in relation to the Carnival DLC transaction and the Partial Share Offer. Citigroup Global Markets Limited ("Citigroup") and Credit Suisse First Boston (Europe) Limited are acting for P&O Princess and no one else in connection with the matters referred to herein and will not be responsible to any other person for providing the protections afforded to clients of Citigroup or Credit Suisse First Boston (Europe) Limited or for providing advice in relation to the matters referred to herein. About Carnival Corporation and Carnival plc On completion, Carnival Corporation and Carnival plc will be the largest cruise vacation company in the world, with a portfolio of 13 distinct brands comprised of the leading cruise operators in both North America and Europe. The brands of Carnival Cruise Lines, Holland America Line, Windstar Cruises, Seabourn Cruise Line, Cunard Line, Costa Cruises, Princess Cruises, P&O Cruises, Ocean Village, Swan Hellenic, AIDA, A'ROSA, and P&O Cruises Australia are all included in the Combined Group. Together, these brands operate 66 ships totaling more than 100,000 lower berths with 17 new ships scheduled for delivery between now and mid-2006. They also operate three riverboats on Europe's Danube River and the leading tour companies in Alaska and the Canadian Yukon, Holland America Tours and Princess Tours. Traded on both the New York and London Stock Exchanges, Carnival Corporation & Carnival plc will be the only group in the world to be included in both the S&P 500 and the FTSE 100 indices. CONTACT: P&O PRINCESS CRUISES PLC Phone: +44 20 7404 5959 Contacts: Sophie Fitton (Brunswick) Sarah Tovey CARNIVAL Phone: +44 20 7831 3113 Contact: Nic Bennett (Financial Dynamics) TADPOLE TECHNOLOGY: Announces Directors' Options Exercise --------------------------------------------------------- Tadpole Technology PLC, announces Mr. David Lee and Mr. Keith Bigsby, both Directors of the Company, were granted 2,000,000 and 1,000,000 share options respectively on Tuesday 15 April at an exercise price of 4.75p, being the mid market price at close of trading on Tuesday 15 April 2003. Following this grant Mr Lee and Mr Bigsby hold in total options over 2,000,000 and 2,750,000 Ordinary Shares. No consideration was paid for the grant of these options and they are exercisable three years from the date of grant. Mr. Lee and Mr. Bigsby have also agreed that, notwithstanding their increased responsibilities, the fixed element of their remuneration packages will be frozen at the current level until the Group becomes profitable. The fixed element of their remuneration packages comprises, for Mr. Lee, his annual salary of GBP48,000 and, for Mr. Bigsby, his annual salary of GBP125,000 plus car allowance and pension contributions totaling GBP37,000 per annum. The variable element of their remuneration packages comprises, for both Mr. Lee and Mr. Bigsby, a performance related bonus and further share option awards, which will reward the achievement of short-term and long-term objectives designed to increase shareholder value. ***** Tadpole Technology in January posts operating loss before goodwill amortization and foreign exchange of GBP0.5 million for year ended September 30, 2002. The goodwill of GBP3.8 million includes an impairment of GBP2.9 million in connection with the disposal of the hardware division after the year-end. Following the successful completion of the sale of the hardware business, Graham Brown, who served as president of the business unit has resigned as a director. ********* 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. 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