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/raid1/www/Hosts/bankrupt/TCREUR_Public/030530.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Friday, May 30, 2003, Vol. 4, No. 106 Headlines * A U S T R I A * SANOCHEMIA PHARMAZEUTIKA: Low Demand for Galantamine Downs Sales * D E N M A R K * MAERSK AIR: Decides to Adjust Capacity in Bid to Survive KVICKLY: To Dismiss Employees Due to Lower-than-Expected Sales * F R A N C E * ARIANESPACE: Pleased with Measures Taken at ESA Council Meeting VIVENDI UNIVERSAL: Long-Term Corporate Credit Rating at 'BB' VIVENDI UNIVERSAL: Closes Sale of Comareg to France Antilles VIVENDI UNIVERSAL: EU to Probe in Depth Deal With Lagardere * G E R M A N Y * ADCON TELEMETRY: Reports Results, Insolvency of Dutch Subsidiary ADVANCED PHOTONICS: Bad Market Conditions Affect Q1 Results ALLIANZ AG: Considers Selling 45% Stake in Russia's Rosno DRESDNER BANK: Announces Changes to Board of Managing Directors EM.TV & MERCHANDISING: Q1 Marked by Success in Restructuring FARMATIC BIOTECH: Anticipates Erosion of Current Equity Capital GAUSS INTERPRISE: Revenues in First Quarter Declined by 30% GRUNDIG AG: Focuses Search for Investors on Business Units HEIDELBERGCEMENT: Moves to Strengthen Shareholders' Equity Base NEXUS AG: Announces Improvement of EBT Despite Weaker Sales PROCON MULTIMEDIA: Reports Effect of Cost-Cutting Measures T-ONLINE INTERNATIONAL: Sells t-info to DeTeMedien for EUR86 MM USU-OPENSHOP: Q1 Results Show Progress of Restructuring Measures VCL FILM: First Quarter 2003 Figures Below Previous Year * N E T H E R L A N D S * GETRONICS N.V.: Completes Ownership Transfer of HR Solutions VERSATEL TELECOM: German Subsidiary to Operate Under New Name * P O L A N D * GYDNIA SHIPYARD: State Treasury Holds Hopes for Consolidations KREDYT BANK: Explains Discrepancies of Annual and Q4 Reports KREDYT BANK: Announces Agenda Taken by Ordinary General Assembly * U N I T E D K I N G D O M * EASYJET PLC: Announces Decision to Commence Hedging Program EQUITABLE LIFE: Share Offering Helped Prevent Total Collapse LASTMINUTE.COM PLC: Appoints New Non-executive Director THUS GROUP: Signs Agreement With Banks to Reduce Loan Facility ============= A U S T R I A ============= SANOCHEMIA PHARMAZEUTIKA: Low Demand for Galantamine Downs Sales ---------------------------------------------------------------- Sanochemia reports sales revenues of EUR 6.8 million (EUR 9.8m). As in the first quarter, the fall is entirely attributable to slower than expected demand for synthetic galantamine. This led to an operating result of EUR -4.3m, which was also due to high scheduled R&D spendings, double those of a year earlier, necessary to prepare several galantamine derivatives for clinical phase I. Financial results of EUR 2.4m (EUR 1.3m) and tax credits brought the half-yearly result to EUR -1.1m (EUR 1.0m), or EPS of EUR - 0.10 (EUR +0.10) Synthesis Divisional turnover here amounted to EUR 1.6m (EUR 4.4m). It was not possible to fully make up for the influence of lost revenues on segment results. Consequently, the divisional operating result was marginally negative at EUR - 0.1m (EUR 1.9m). However, improvements in both revenue and results terms are expected in the 3rd quarter on the basis of existing orders levels. Human Pharmaceuticals Sales revenues in this segment were EUR 5.2m (EUR 5.4m). The operating result of EUR -1.3m (EUR -1.0m) includes positive contributions toward results from the regional operations, such as our German subsidiary breaking even. Research And Development remain top priority Important events linked to research activities have included initial, very positive results from the research cooperation with Layline Genomics to investigate galantamine, and now to be continued based on galantamine derivatives. Considerable progress has also been made in categorizing galantamine derivatives. The first category is completing preclinical tests (mainly toxicological and side effect safety tests) before entering clinical phase I. In the second category, six lead molecules have been pharmacologically profiled sufficiently to form the basis for further optimization. Outlook Based on the current situation, we forecast that we will be able to reach our previously published targets for the current financial year: growth of 10% - 20% based on possible initial milestone payments and increasing human pharmaceutical revenues; this despite the temporary drop in synthesis turnover. Galantamine stocks appear to have been largely exhausted, and further orders are expected from the 4th quarter. ============= D E N M A R K ============= MAERSK AIR: Decides to Adjust Capacity in Bid to Survive -------------------------------------------------------- To secure the competitiveness necessary for survival as a Danish airline, we have decided to adjust Maersk Air's capacity in response to the hard pressed market for both scheduled and charter flights. As a result of this adjustment, there will be four aircraft too many for the winter timetable 2003 / 4. Unfortunately, this means we must give 40 pilots and 120 cabin crew notice. Maersk Air has therefore begun negotiations with the two associations - MAK and MAP - on reductions in staff. Managing Director Flemming Ipsen says: This has been a very difficult decision, but we do not believe there will be a substantial improvement in the market in the foreseeable future. We have to take the consequences of this and for airlines today there are only two possible options - to adjust to market conditions or to close down. And as Maersk Air must continue to be a prominent Danish airline with both scheduled and charter flights on its timetable, we have chosen to tighten our belts and adapt to the situation in order to ensure the best possible starting position when there is an upswing in the market. Maersk Air plans to maintain all its present routes, with however certain adjustments. CONTACT: MAERSK AIR Per Brinch, Head of Public Relations Phone: 3231 4415 KVICKLY: To Dismiss Employees Due to Lower-than-Expected Sales -------------------------------------------------------------- Kvickly, the supermarket unit of Danish retail store chain Coop Danmark, will lay off 400 employees due to lower-than expected sales in its stores in the first four months of 2003, managing director Jan Neilson told the Danish News Digest. Coop Danmark is cutting jobs to save costs in order to increase annual earnings by several million Danish crowns. Kvickly also hit the headlines two weeks ago after its controversial plastic sandals bearing the images of Jesus and the Virgin Mary raised public clamor. The Danish supermarket chain was forced to remove the item from its 86 stores after more than 200 people filed a complaint against the product, said Jens Juul Nielsen, spokesman for Coop Danmark. Jan Lindhardt, the Lutheran bishop of Roskilde, added it was very clumsy, stupid and foolish of Kvickly to sell footwear with religious images, according to reports. =========== F R A N C E =========== ARIANESPACE: Pleased with Measures Taken at ESA Council Meeting --------------------------------------------------------------- -- Following the ministerial level meeting of the European Space Agency Council, Arianespace thanked ESA members and announced that it was pleased with the measures taken at the meeting. The measures taken at the ESA Council meeting fully comply with the recommendations submitted by the Arianespace Board of Directors. On April 24, the Board approved in principle the Ariane 5 support plan, and then on May 23 came out in favor of Arianespace operating the Soyuz launcher. The decisions taken by ESA member-states will guarantee the long- term viability of the company. The Ariane 5 support program will enable qualification the most powerful version of the launcher, the Ariane 5-ECA, increase government use of Ariane 5, and reorganize the launcher industry by setting up closer links between production and development. Furthermore, the collaboration established with Russia will enable Arianespace to operate the Soyuz launcher from the Guiana Space Center, Europe's Spaceport. These decisions will enable Arianespace to meet all customer requirements offering a range of launchers - Ariane, Soyuz and Vega - covering all commercial and government mission requirements. In addition, the decisions by ESA will bolster the quality of customer service offered by the company, and therefore its market position, which benefits the entire European space industry. VIVENDI UNIVERSAL: Long-Term Corporate Credit Rating at 'BB' ------------------------------------------------------------ Standard & Poor's Ratings Services said that it has assigned its 'BB' long-term corporate credit rating to U.S.-based Vivendi Universal Entertainment LLLP (VUE), a 93%-owned subsidiary of French media giant Vivendi Universal S.A. (VU; BB/Stable/B). The outlook is stable. At the same time, Standard & Poor's assigned its 'BB+' rating to VUE's proposed $950 million senior secured term loan maturing in 2008. The loan amount may be increased to $1,450 million. "We've rated the term loan one notch higher than VUE's corporate credit rating, as we believe that the asset collateral is sufficient for lenders to reasonably expect full recovery in a default scenario," said Milan-based Standard & Poor's credit analyst Guy Deslondes. The corporate credit rating primarily reflects VUE's majority ownership by VU. On a stand-alone basis, VUE's solid business characteristics and sound financial profile suggest stronger credit quality than that reflected in the corporate credit rating. However, Standard & Poor's considers VU's current ownership of VUE and its increased access to VUE's cash flow and assets upon completion of the latter's debt refinancing to be major constraints on the rating, together with the uncertainties surrounding the planned sale of this subsidiary. VUE primarily encompasses VU's U.S. filmed entertainment (Universal Pictures Group (UPG)) and TV (Universal Television Group (UTG)) assets. UPG and UTG have enjoyed solid business positions and consistent operating performance over the past few years. UPG's credit profile is impaired by the "hit-driven" characteristics and high operating-capital intensiveness of its business. These factors are mitigated, however, by the company's excellent track record of successful film releases and by sound control of production and marketing costs over the past few years. UTG's business characteristics are very sound from a credit standpoint. They include: high operating margins; strong free cash flow generation; a vast film and TV production library; and sustainable market positions based on the strength of the two main cable networks, USA Network and Sci Fi. UTG's exposure to the volatile, competitive advertising market, together with the significant investments in programming required to support advertising and TV production sales, increases credit risks, however. The stable outlook primarily reflects that on parent VU. Accordingly, any change in VU's ratings or outlook would likely lead to a similar change in the ratings or outlook on VUE within the speculative-grade category. "VU's announced sale of VUE cannot currently be factored into the latter's rating, since it would likely radically change the company's credit profile," said Mr. Deslondes. Standard & Poor's expects VUE to maintain a sound balance sheet structure (at year-end 2002 the ratio of lease- and pension- adjusted net debt to EBITDA was 2.3x) and good liquidity. Standard & Poor's also expects any cash funneled upstream to VUE's parent to remain compatible with the financial covenants of the planned senior secured term loan and of the series A preferred stock. The series A preferred stock limit any additional indebtedness to a maximum of $800 million, which, if incurred, would still leave the credit metrics in line with the 'BB' rating category. Barring any potential cash draw by VU, VUE's net debt is expected to decrease steadily over the coming years. VIVENDI UNIVERSAL: Closes Sale of Comareg to France Antilles ------------------------------------------------------------ Vivendi Universal announced Wednesday that it had closed the sale of Comareg to the France Antilles group, chaired by Philippe Hersant. The amount of the transaction, received Wednesday is EUR135 million. The transaction was approved by the French competition authority. Comareg will now be chaired by Frederic Aurand, Managing Director of the France Antilles group. ***** Vivendi Universal targets to dispose a large chunk of its assets to raise EUR7 billion (US$7.8 billion) by the end of the year. Proceeds of the sales will go down to paring the group's EUR11 billion debt. CONTACT: VIVENDI UNIVERSAL Investor Relations Paris Daniel Scolan Phone: +33 (1).71.71.3291 Laurence Daniel Phone: +33 (1).71.71.1233 or New York Eileen McLaughlin Phone: +(1) 212.572.8961 VIVENDI UNIVERSAL: EU to Probe in Depth Deal With Lagardere ----------------------------------------------------------- The sale of Vivendi Universal's publishing business to its French rival Lagardere will be the subject of a European Commission's in-depth inquiry in the coming four months, according to the Financial Times. Vivendi and Lagardere are involved in a transaction that would give the latter some 60% of the market for book distribution in France for EUR1.3 billion. The Commission's competition department is believed to have concluded that the transaction could harm competitors across Europe, and have asked EU Commissioner Mario Monti to keep the deal in Brussels. Mr. Monti, though, has to make a final decision on the matter. The French authorities' request to have the examination in France would likely be rejected, according to the report. The probe on the transaction is expected to spark conflicts between Brusells authorities and the French government who have always been keen about issues concerning culture and publishing. It is also expected to delay the deal, forcing the companies to dispose of some of the businesses to allay the Brussels authorities' concerns, according to the report. But it would not prevent Vivendi from reducing its EUR18 billion debt because the French group has already received the payment for the sale. ============= G E R M A N Y ============= ADCON TELEMETRY: Reports Results, Insolvency of Dutch Subsidiary ---------------------------------------------------------------- -- Q1/03 Still Burdened by Weak Economic Situation and Dollar Exchange Rate -- Insolvency of Dutch Subsidiary Inevitable -- Changes in the Executive Board For the first quarter of 2003 Adcon reported consolidated sales totaling Euro 2.77 Million (Euro 3.18 Million). The drop in sales was primarily due to problems encountered in the Applications Division as a result of the depressed economic situations. EBITDA improved by 28.3 % from minus Euro 0.98 Million in Q1/02 to minus Euro 0.70 Million. in Q1/03. At minus Euro 1.58 Million. EBIT was also up in the period-to-period comparison (minus Euro 1.87 Million). The result for the period in the first quarter of 2003 was minus Euro 1.79 Million. (minus Euro 1.43 Million). The deterioration in the result for the period was primarily due to realized and unrealized currency losses relating to the weakness of the dollar and capitalization of deferred taxes on losses carried forward in the same quarter of the previous year. Earnings per share came to minus Euro 0.17 compared with minus Euro 0.15 (primary and diluted) for the same period of the previous year. These results show a first success of the current restructuring program. Insolvency of Dutch subsidiary Adcon RF Technology B.V. inevitable Given the fact that US partner Microchip Technology Inc. has terminated the joint cooperation and the cooperation with US AMI Semiconductor Inc. has been put on hold for the time being, the economic situation of Dutch design center Adcon RF Technology B.V. has deteriorated dramatically. The company is insolvent. Due to the loss of these two major accounts and the associated positive continuation projection the Adcon Executive Board will initiate insolvency proceedings for Adcon RF Technology B.V. Depending on the outcome of this insovlency proceeding value adjustments in the Adcon Telemetry AG balance sheet will be necessary. Changes in the Executive Board; annual shareholder meeting postponed CEO Gunther Walcher has resigned from the Executive Board with immediate effectiveness. The remaining member of the Executive Board and COO, Claus Wortmann, will temporarily take over the agendas from Gunther Walcher. The Supervisory Board has accepted this resignation and will shortly nominate a new CEO. Due to the current events, the annual ordinary shareholder meeting scheduled for June 30, 2003 has to be postponed to a later occasion. The new situation will have a significant influence on the whole Adcon group. In its latest meeting the Adcon Supervisory Board has approved accelerated and intensified restructuring measures elaborated with the support of external experts. The current business plans for 2003 and further will also be revised. CONTACT: ADCON TELEMETRY AG Andrea Woelbitsch, Investor Relations Inkustrabe 24 A-3400 Klosterneuburg Phone: 0043 (0)2243 38280 0 Fax: 0043 (0)2243 38280 6 E-mail: investor-relations@adcon.at Home Page: http://www.adcon.com ADVANCED PHOTONICS: Bad Market Conditions Affect Q1 Results ----------------------------------------------------------- The first quarter of the financial year 2003 brought the AdPhos AG decrease in sales around approximately 20% from 7.4 millions euros in the first quarter 2002 on 5.9 millions euros. The operating result (EBIT) with -2.2 million euros was unexpected bad (1st quarter 2002: 0.1 millions euros). Business and result are affected by the continuous bad market conditions in the printing industry. The strong dependence of the AdPhos-Group on the printing industry makes a short term turnaround difficult Therefore the company forces the efforts on the development of new application fields and on the marketing of the NIR technology with strategic partners and investors. For the company the product row for the steal and aluminum industry in the field of Industrial Applications shows high potential. Meanwhile further incoming orders for equipment of large steel manufacturers can be registered. For the future the management board plans further rationalization measures apart from the development of new applications to close the fiscal year 2003 successfully despite the bad operating result in the first quarter. ALLIANZ AG: Considers Selling 45% Stake in Russia's Rosno --------------------------------------------------------- Allianz AG, the German bank which recently had its ratings put under review for possible downgrade by Moody's, is reportedly considering selling its 45% stake in Russian insurance company Rosno. Russia's Vedomosti daily said Allianz wants to raise some cash after a very unsuccessful financial year 2002. Thus, it will sell the stake it bought in 2001 for an estimated US$25 million to US$30 million. Rosno is the fourth-largest insurer in the country. It is 47%- owned by financial group AFK Sistema. If a sale pushes through, Allianz would have to give Sistema first offer on the stake, Vedomosti said. Allianz offers a range of insurance products and services through some 100 subsidiaries and affiliates, including life, health, and property & casualty. Other businesses include risk consulting and public investment funds. Its operating performance deteriorated significantly over the past two year. The group posted a bottom-line loss of EUR1.2 billion, mainly due to operating losses at Dresdner Bank of EUR2.0 billion. TCR-Europe reported Tuesday that Moody's placed its ratings for the Allianz Group under review for possible downgrade, and maintained its negative outlook on the ratings of the group in connection with the company's rights issue process announced in March. The company plans to raise up to EUR5 billion through rights offering in order to strengthen its capital base. CONTACT: ALLIANZ AG Koniginstrasse 28 D-80802 Munich, Germany Phone: +49-89-38-00-00 Fax: +49-89-34-99-41 Home Page: http://www.allianz.com Contact: Paul Achleitner Member of the Management Board (Finance) DRESDNER BANK: Announces Changes to Board of Managing Directors --------------------------------------------------------------- Heinrich Linz moves to Allianz in Munich - Otto Steinmetz appointed as his successor - Baudouin Croonenberghs and Thomas K. Naumann new Senior General Managers Member of the Board of Managing Directors and Chief Risk Officer Heinrich Linz, 45, will leave Dresdner Bank with effect from 31 May 2003 in order to expand the Allianz Group's global financial risk management activities in Munich as an expert for asset- liability and portfolio management and for derivatives. At its meeting today, the Supervisory Board of Dresdner Bank appointed Otto Steinmetz, 59, as his successor. Mr Steinmetz will join the Board of Managing Directors of Dresdner Bank as from 1 June of this year. Until 2000, Steinmetz was the Divisional Board member responsible for credit risk and portfolio management at Deutsche Bank. Since then, he has been active as a freelance management consultant. In addition, the Supervisory Board appointed two new Senior General Managers: Baudouin Croonenberghs, 43, previously Chief Operating Officer (COO) of the Corporates & Markets division, will perform this function for the entire Bank with effect from 1 June 2003. Dr. Thomas K. Naumann, 36, will join the newly created Institutional Restructuring Unit (IRU) as Chief Financial Officer (CFO). The IRU bundles Dresdner Bank's non-strategic and non- performing loans and transactions. Naumann was previously Group Head of Accounting and Taxes at Commerzbank. The Supervisory Board and Board of Managing Directors thanked Heinrich Linz for his dedication and achievements during his 20 years' service with the Bank. ***** Dresdner lost more than 11,000 jobs since May 2000 as the company's position in the market drops. It went down from being the ninth top company in the field of advising global mergers in 2001, to 18th last year, Bloomberg data showed. It also fell to 32nd in global sales from 17th in 2001. CONTACT: DRESDNER BANK Dr. Hartmut Knuppel Phone: +49 (0)69 2 63-49 74 Karl-Friedrich Brenner Phone: +49 (0)69 2 63-8 36 37 Elke Pawellek Phone: +49 (0)69 2 63-1 67 12 EM.TV & MERCHANDISING: Q1 Marked by Success in Restructuring ------------------------------------------------------------ EM.TV & Merchandising AG achieved a group sales amounting to EUR 67.5 million in the first quarter of 2003 equivalent to an increase of 61.5 % versus the previous year's level of EUR 41.8 million. This significant increase resulted from the premature settlement of a license sale from the EM.TV subsidiary The Jim Henson Company to Sesame Workshop arising from an agreement entered into in December 2000. Adjusted by this one-time inflow of liquid funds which, however, had almost no effect on the result, sales would have fallen about 20 % below the previous year's level. Apart from the weak market place, this was particularly due to the sales shortfall arising in the business relations with the pay-TV platform Premiere. According to IFRS, the EM.TV Group reports earnings before interest, taxes and depreciation and amortization (EBITDA) of minus EUR 4.4 million (previous year: plus EUR 0.4 million). Taking into account depreciation and amortization, the earnings before interest and taxes (EBIT) amounted to minus EUR 18.0 million versus minus EUR 14.6 million in the first quarter 2002. The group's net result totaled minus EUR 29.9 million (previous year: minus EUR 24.5 million). The group's operating cash flow amounted to EUR 43.5 million in the first quarter 2003 (previous year: EUR 10.7 million). The total cash inflow received in the reporting period amounted to EUR 21.4 million (previous year: total cash inflow EUR 0.3 million). The group's equity as per March 31, 2003 amounted to EUR 96.7 million (December 31, 2002: EUR 129.9 million). The equity ratio fell from 14.6 % to 12.2 %. The group's short-term bank liabilities were further reduced from EUR 137.5 million to EUR 106.1 million. In the EM.TV & Merchandising AG which draws up its balance sheet in accordance with the German Commercial Code (HGB), equity amounted to EUR 220.9 million (December 31, 2002: EUR 237.5 million), thus significantly exceeding the subscribed capital of EUR 146.1 million). CONTACT: EM.TV & MERCHANDISING Frank Elsner Kommunikation fur Unternehmen GmbH Phone: +49 - 5404 - 91 92 0 +49 - 89 - 99 500 450 FARMATIC BIOTECH: Anticipates Erosion of Current Equity Capital --------------------------------------------------------------- In the process of preparing the 2002 annual financial statements for Farmatic Biotech Energy AG, a detailed examination of the company's equity interests and valuations has in recent days led to further writedowns and adjustments. Losses have resulted from the revaluation of loans granted on the one hand to an investment company and on the other to a (biogas) plant operating company. In addition, in the first few months of the current year some new orders have been deferred and planned revenues have consequently not been realized. Given the current status of the annual financial statements and present developments, the Executive Board of Farmatic Biotech Energy AG is duty bound to anticipate that at least one half of the current equity capital has been eroded by these losses. In accordance with 92, Para. 1 of the German Stock Corporation Act [AktG], the Executive Board therefore intends to immediately convene a general meeting at which the loss will be notified. The comprehensive restructuring of Farmatic initiated by the newly appointed Board at the end of 2002 will continue. An important element of this program is the introduction of fresh capital. A recently developed finance plan, which includes both an increase in existing credit lines as well as the provision of new equity capital is already in an advanced stage of implementation and is due to be completed in the immediate future. CONTACT: FARMATIC BIOTECH ENERGY AG Kolberger Strasse 13, D-24589 Nortorf Phone: +49 (4392) 9177-200 Fax: -197 Home Page: http://www.farmatic.com Karen von der Brelie, Corporate Communications E-mail: brelie@farmatic.com GAUSS INTERPRISE: Revenues in First Quarter Declined by 30% ----------------------------------------------------------- Gauss Interprise AG (Prime Standard: GSO, ISIN DE 0005074603) closes the first quarter of 2003 as follows: Gauss Interprise AG, which reports according to US GAAP, generated revenues of EUR 5.3 million (previous year EUR 7.6 million). After the positive development in 2002 and the operating EBITDA profitability achieved for the first time in the 3rd quarter of 2002, revenues in the quarter under review declined by 30% against the previous year. The main reasons were the continuing negative worldwide investment climate and the devaluation of the USD. Losses from foreign currency translation amounted to EUR -0.675 million (previous year EUR -0.082 million). The US accounted for 57% of revenues (previous year 70%), 26% were generated in Germany (previous year 21%) and 17% in the rest of Europe (previous year 9%). The gross profit/loss after directly attributable manufacturing costs amounted to EUR 3.5 million (previous year EUR 5.2 million), which resulted in a gross profit margin of 66% (previous year 70 %). The EBITDA loss that amounted to EUR -1.1 million remained at the same level of the Q1 2002 and increased by about 38 % against the Q4 2002. The continuation of the strict cost management again resulted in a significant reduction of all costs and thus offset the decline in revenues at least partly. The U.S.-American subsidiary was profitable for 6 quarters in succession, whereas Gauss Interprise AG still generates deficits in the EMEA sales region. The Group's net loss was EUR -1.9 million (previous year EUR -1.78 million). The loss per share amounted to EUR -0.05 (previous year EUR -0.06). With liquid funds and short-term financial assets of EUR 3.4 million at the end of the Q1 of 2003, the financial reserves of Gauss Interprise AG declined by 32% against the same quarter of the previous year (EUR 5.0 million). This development is due to the operating loss. However, the negative cashflow from operating activities dropped to EUR -0.6 million in Q1 of 2003 (previous year EUR -2.2 million). At the end of the first quarter, Gauss had 195 employees (previous year 244). For the 2nd quarter, Gauss Interprise AG expects a revenues and EBITDA at the level of the first quarter of 2003. Issuer's information/explanatory remarks concerning this ad-hoc- announcement: Revenues development Despite the extremely difficult market situation, companies from certain sectors and fields invest in making their IT systems more efficient in order to achieve competitive advantage through a better service. These sectors include, for example, the insurance sector, the public sector and public authorities as well as the supply and transportation industry. The Gauss customer structure shows that the company has many customers in these areas. In the software product business, which is required to report on, the company's revenues developed as follows: license revenues amounted to EUR 1.7 million (previous year EUR 2.3 million) and accounted for 33% (previous year 30%) of total revenues. The company acquired seven new license customers in Europe and nine in the U.S. Companies such as Alfa Laval, HSBC Trinkaus Equipment Finance, United States Pharmaceutical Group, or Unipharm are among the new customers in the first quarter of 2003. Revenues generated by the Professional Services Group (PSG) - the product-focused services for new installations or migrations - amounted to EUR 3.4 million, which corresponds to a 26% decline in revenues against the same quarter of the previous year (EUR 4.6 million). Operating result The total operating expenses of EUR -5.8 million (previous year EUR -7.6 million) led to an operating loss of EUR -2.3 million (previous year EUR -2.3 million) for the Gauss Group. In the first quarter of 2003, the operating costs of the Gauss Group amounted to EUR -7.6 million (EUR -9.4 million). Financial security At the end of the first quarter, the Gauss Group's shareholders' equity amounted to EUR 7.5 million (previous year EUR 9.5 million) or 34,4% of the balance sheet total. In an extraordinary shareholder meeting held on February 4, 2003, the proposals of the executive and supervisory boards for a simplified reduction of share capital through a reverse split at a ratio of 5 to 1 were approved with a great majority. This resolution and the reduction of the negative cashflow from operating activities improve the long-term financial stability of the Gauss Group. The capital increase scheduled for the year 2003 from the currently issued bond of EUR 4 million will increase the stockholders' equity ratio to approximately 54%. Strategy and outlook Overall, the result generated by the Gauss Group in the first quarter was disappointing. The Group was able to maintain operating profitability in the TAMS region, gain significant customers such as American Events and UniPharm, and strengthen existing customer relations. However, given the figures of the first quarter and the expected revenues for the coming quarters, the Group no longer holds on to the guidance for 2003 (revenues of EUR 30 million, EBITDA break-even). On the basis of the figures realized so far and the recessive economic situation, the Gauss Group expects total annual revenues of only EUR 23 to 26 million. Against this background, the company anticipates an operating EBITDA loss of EUR 3 to 3.5 million for the entire year. Due to the difficult economic situation, the Gauss Group decided to restructure its marketing strategy to make it more cost- efficient. The American subsidiary also expects positive response to the Gauss User Conference, which takes place in early June. Additionally, the strict cost management will be continued in the entire Group. In Germany, temporary short-time work will be introduced in the internal divisions. GRUNDIG AG: Focuses Search for Investors on Business Units ---------------------------------------------------------- The board of the Grundig AG has filed for insolvency on April 14, 2003 and requested the court to allow self-administration. Hereby - and once the insolvency proceedings have been allowed- the board can act under supervision of an appointed attorney. So far, the court had not ruled on this authorization since the legal insolvency proceedings would have been to come later on. The board of the Grundig AG has decided to retract the request for self-administration from the court. a) In the mean time it became clear that investment for parts of the Grundig activity is probable, and must not be promoted in the interest of employees. An investor for the whole company is not presently visible. For the core company division of the Grundig AG. - television, video, audio -, there remain negotiation options with investors. A potential investor brought to the expression that the previous top management shall remain in business and would do so in the future context while becoming stakeholders to a minor degree. In order to maximize all chances, the members of the board of directors Dr. Saalfrank and Dr. Moissl have communicated their willingness to do so. Considering this, self-administration would not be conceivable anymore. b) Further, the prior expected agreement with the Austrian subsidiary on prusuit of production has not been achieved. The subsidiary's insolvency led to stopping any activity so far. Hereby, the opening of the insolvency proceeding on July 1, 2003 will have to concentrate on selling the current core business activities and assets. Herefore, a self-administration in which the board is taking the function of insolvency administrator does not make sense anymore. Therefore, the board of Grundig has unanimously decided to withdraw the previous self-administration request from the court. The preliminary insolvency administrator has asked the members of the board to remain in function under the legal conditions taking place after July 1, 2003. Therefore and hereby, Dr Saalfrank and Dr Moissl have the mission to secure and maintain operations as widely as possible until a solution for most of Grundig's activity arrise. Dr. Brau was appointed to the board of directors to cover all legal, commercial and organisational activities considering the intended self-administration. Since withdrawl of self-adminstration request, Dr Braun has resigned from his function. The company and the preliminary insolvency administrator has asked Dr. Braun to take over consulting function during the up-coming proceedings. HEIDELBERGCEMENT: Moves to Strengthen Shareholders' Equity Base --------------------------------------------------------------- The Managing Board of HeidelbergCement AG has resolved, with the consent of the Supervisory Board, to implement a capital increase with subscription rights for shareholders to strengthen the shareholders' equity base. This measure is part of an overall financing concept consisting of a capital increase, syndicated loan and bond. By this means, HeidelbergCement will refinance existing liabilities, improve its financial flexibility and continue to utilize competitive advantages and growth opportunities related thereto. The company expects cash proceeds from the capital increase with subscription rights for shareholders in an amount of EUR 400 million. In light of the facts that a major shareholder has undertaken to take up a large portion of the transaction in case other shareholders do not exercise their subscription rights and firm subscription undertakings have already been given by other major shareholders, we expect that this transaction will be completed successfully. The terms of the subscription rights offering will be determined shortly prior to the commencement of the transaction depending on prevailing market conditions. The negotiations conducted concurrently regarding the refinancing of the two outstanding syndicated loans (EUR 700 million, USD 700 million) by means of a new syndicated loan are at a very advanced stage and will probably be concluded in June/July 2003. Furthermore and at the same time, the issuance of a bond is envisaged. The total volume of three measures, to be carried out in a close timely correlation, ensures that HeidelbergCement has a comprehensive and secure financial basis in the following years. Heidelberg, 27 May 2003 The Managing Board ***** Rating agency Standard & Poor's issued the following statement this week: Standard & Poor's Ratings Services said that it had lowered its long-term and short-term corporate credit ratings on HeidelbergCement AG to 'BB+' and 'B', from 'BBB-' and 'A-3', respectively, and removed the ratings from CreditWatch, where they had been placed on April 2, 2003. The outlook is negative. At the same time, the rating on HeidelbergCement's long-term senior unsecured debt was lowered to 'BB+' from 'BBB-', and remains on CreditWatch with negative implications. The watch placement will be resolved once HeidelbergCement has completed upcoming refinancing. In addition, Standard & Poor's lowered its Nordic commercial paper rating on HeidelbergCement's guaranteed subsidiary HeidelbergCement Financial Services A.B. to 'K-4' from 'K-3', and removed the rating from CreditWatch, where it had been placed on April 2, 2003. HeidelbergCement AG is the fourth-largest cement producer worldwide. The group generated EUR6.6 billion of sales in 2002. Unadjusted net financial debt was EUR4.3 billion at year-end 2002. The ratings actions were based on Standard & Poor's reassessment of HeidelbergCement's credit profile in light of recent developments, including: -- The group's aggressive financial policy and its tight financial flexibility; -- The effect of the German cement market's ongoing price war on the group's near-term cash generation; and -- A EUR250 million cartel fine recently imposed on the group by the German cartel office, against which the group has lodged an appeal. "We believes these factors, together with an overall cyclical decline in most of HeidelbergCement's markets, are likely to weigh on the group's financial profile in the medium term," said Standard & Poor's credit analyst Xavier Buffon. Low volumes and prices in Germany, declining construction business in the U.S. and mature European markets, and the risk of weaker prices spilling over into the Benelux region will put some pressure on cash generation. Cost improvements and the substitution of local production for less profitable imports in the U.S., good prospects in Eastern Europe, and the light materials division will likely provide only partial relief. The negative outlook reflects the execution risks related to projected asset sales, and the group's heightened sensitivity to a prolonged cyclical downside, and its tight financial flexibility. Over the cycle, the adjusted ratio of funds from operations to net debt should average around 20% to sustain the rating. "The current ratings take into account Standard & Poor's expectation that HeidelbergCement will successfully complete required refinancing in 2003, thereby relieving any liquidity concerns," added Mr. Buffon. NEXUS AG: Announces Improvement of EBT Despite Weaker Sales ----------------------------------------------------------- Nexus AG, specialized in medical software, was able to improve its result before taxes by approximately 29% to TEUR -481 (Q1 2002: TEUR -674) despite fewer sales in the first quarter 2003. Sales amounted to EUR 2.5 million compared to EUR 3.1 million in the same period of the previous year. The weaker sales can be mainly attributed to accounting procedures, and as a result total performance remained almost unchanged at EUR 3.2 million. The EBITDA was substantially better at TEUR 9 (Q1 2002: TEUR - 408) than in the previous year. Because NEXUS decided not to capitalize deferred taxes on the loss carry forward due to the uncertain legal situation, the Group deficit after taxes increased compared to the previous year to TEUR -557 (Q1 2002: TEUR -336).The amount of new orders developed positively in the first quarter, especially in foreign countries from where a number of large orders were received. The orders will affect sales figures positively in the following quarters. Nexus AG has a healthy balance sheet. Cash resources were approximately EUR 18.0 million on March 31st, 2003, and the equity ratio is 88%. CONTACT: NEXUS AG Angelika Rebholz- Auf der Steig 6- D-78052 Villingen-Schwenningen Phone: +49 (0) 77 21/84 82 320 Fax: +49 (0) 77 21/84 82 888 E-mail: angelika.rebholz@nexus-ag.de Home Page: http://www.nexus-ag.de/ PROCON MULTIMEDIA: Reports Effect of Cost-Cutting Measures ---------------------------------------------------------- Figures of first quarter 2003 -- Consolidation process is progressing -- Results at the previous year's level despite declining sales PROCON MultiMedia AG, listed in the Prime Standard segment of the German stock exchange, has pushed ahead its consolidation efforts as cost-cutting measures have started to take effect during he first quarter of 2003. The cost of materials ratio improved, for example, from 38.5% in the first quarter of 2002 to 35.5% in the first three months of 2003. Personnel expenses and other operating expenses were reduced by a total of approx. EUR 540,000. In a market environment characterized by economic weakness and a recessionary trend, first-quarter sales declined by 12% to EUR 15.2 million (previous year: EUR 17.2 million). PROCON's results from ordinary activities nevertheless improved slightly. In the first three months of 2003, PROCON reported EBITDA of EUR 2.1 million, compared to EUR 2.2 million in the same period of the previous year. Results from ordinary activities improved from EUR -3.7 million in the first quarter of 2002 to EUR -3.5 million in the first three months of 2003. DVFA/SG results amounted to EUR -3.4 million, after EUR -3.7 million in the previous year. Accordingly, earnings per share increased slightly to EUR -0.49 (previous year: EUR -0.55). PROCON will continue its consolidation process in the current fiscal year. In addition, marketing activities in Germany and abroad will be stepped up with the aim to significantly improve the company's results and further increase its market shares in a continued weak environment. The Managing Board is confident that the projected year-on-year cost reduction by EUR 10 million will be achieved in FY 2003. In view of the difficult economic environment and the uncertain economic outlook, reliable sales and earnings forecasts are not possible at this time. T-ONLINE INTERNATIONAL: Sells t-info to DeTeMedien for EUR86 MM -------------------------------------------------------------- T-Online International AG on Wednesday sold its subsidiary, t- info GmbH, for approximately EUR 86 million to DeTeMedien, Deutsche Telekom Medien GmbH, a 100% subsidiary of Deutsche Telekom AG, effective for financial reporting purposes from 1 April 2003. t-info GmbH provides information services and specialized directories via the Internet and mobile terminal devices such as PDAs and mobile phones. The Supervisory Boards of T-Online and DeTeMedien gave their approval to the transfer of t-info GmbH. DeTeMedien made T-Online International AG an offer that includes interest on the capital already invested at a rate of 11 percent. The sale will give T-Online other operating income of about EUR 24 million (minus the book value of t-info GmbH), which will appear in the financial statements in the second quarter. Both partners agreed that the valuation should be based on a report drawn up by an independent auditing company to set the purchase price. t-info contributed 2 % to the total revenues of T-Online for 2002. The effect on EBITDA for the whole year 2002 was EUR 1 million. ***** T-Online recently posted a first-quarter loss of EUR30 million (US$34.6 million) or 2 cents a share compared with a loss of EUR90 million or 7 cents a share, in the year-earlier period. The loss narrowed as access time rose during the war in Iraq and it added broadband customers, according to the company. USU-OPENSHOP: Q1 Results Show Progress of Restructuring Measures ---------------------------------------------------------------- Despite difficult conditions, in the first quarter of 2003 USU- Openshop continued the development of the fourth quarter of 2002 and posted an EBIT result of EUR -0.8 million (PY: EUR -3.2 million, PY: pro forma*: EUR -6.3 million). In particular in a comparison to the first quarter of 2002, these figures show the sustained impact of the restructuring measures and the resulting reduction of the cost burden in the group. In the reporting period it was particularly operating costs such as marketing and selling costs, research and development and general administrative expenses which were considerably down on the previous year at EUR 2.9 million (PY: EUR 4.2 million, PY pro forma: EUR 8.1 million). In the first quarter of 2003 sales of EUR 5.6 million were generated (PY: EUR1.9 million, PY pro forma: EUR 6.3 million). The year-on-year decline on a pro forma basis resulted from the portfolio streamlining and necessary staff reduction, including in the consultancy area. By division, USU-Openshop generated EUR 2.4 million sales in IT-Controlling division and EUR 3.2 million in the Business Solutions division. As a result of the stable sales situation in the core business and the considerably reduced cost basis, the net loss of the period of EUR -0.2 million was considerably less that that of the previous year with a loss of EUR -2.5 million (PY pro forma: EUR -7.8 million). As a result with an average number of 17,211,186 shares (PY and PY pro forma: 11,299,277 shares), the result improved from EUR -0.22 per share in the first quarter of 2002 (PY pro forma: EUR -0.69 per share) to EUR -0.01 per share in the reporting period. As of 31 March 2003 liquid funds and investments totalled EUR 52.0 million. For the second quarter the Board of Management is still expecting a negative result to be posted. However, for the second half of the year the company anticipates a more positive business trend and expects to post a profit for the whole year. *The reporting period covers the first three months 2003. The comparative period of the previous year relates to the three months 2002. USU was consolidated in the previous year on 11 March 2002. To secure comparability of the figures with those of the following periods, additional pro forma information on the profit and loss account has been provided, showing a pro forma consolidation of USU AG as of 1 January 2002. VCL FILM: First Quarter 2003 Figures Below Previous Year -------------------------------------------------------- VCL Film + Medien AG (Security ID No. 509850) on Wednesday announced the figures for the first quarter of the current fiscal year. Sales of EUR 3.6 million (previous year: EUR 11.8 million) generated by the home entertainment media corporation were slightly below expectations. Earnings before interest, taxes, depreciation and amortization (EBITDA) amounted to EUR -0.1million (previous year: EUR 5.9 million). Earnings before interest and taxes (EBIT) totaled EUR - 0.6 million (previous year: EUR 0.4 million) in the first quarter. Earnings before tax were EUR -0,9 million (previous year: EUR -0.1 million), and the net loss for the year was EUR - 0.9 million (previous year: EUR -0.6 million). The earning per share is -0.05 (previous year: EUR -0.03 million). The sales decline to EUR 3.3 million in the home entertainment sector (previous year: EUR 7.6 million, including the cinemas segment) continues to be the result of a reduced availability of top titles due to the liquidity situation and also the missing theatrical sales. The exploitation of the existing program contributed substantially to the total sales. The segment of license trading continues to be reduced and totaled sales of only EUR 0.3 million (previous year: EUR 4.2 million). The investment into filmrights is EUR 0.5 million. As of Feb. 28, 2003, VCL Film + Medien AG has 51 (previous year: 58) employees. Financial commitments were further reduced and now total EUR 12.7million (November 30,2002: EUR 18,8 Million). The corporation's liquidity situation nonetheless remains tight. In the current fiscal year the VCL Group is concentrating on acquiring home entertainment rights and reducing its license trading activity. The goal is to stabilize thereby the group's liquidity position. To generate financial resources and secure operative business and the acquisition of film rights, financing projects, especially with a major U.S. studio, will shortly be concluded. ===================== N E T H E R L A N D S ===================== GETRONICS N.V.: Completes Ownership Transfer of HR Solutions ------------------------------------------------------------ Getronics and NIB Capital Private Equity have finalized the previously announced sale and purchase of Getronics Human Resources Solutions BV (GHRS) for circa EUR 315 million. Earlier this year Getronics' new management concluded that the Human Resources Solutions business unit was non-core and should be divested as part of the new route for the company called 'the entrepreneurial solution'. Getronics will use the proceeds from the sale of GHRS to pay to its Bondholders the sum of EUR 325 million on the proposed Effective Amendment of Terms Date to the subordinated convertible bonds due 2004 and 2005. Full details of the Bondholders proposal to amend the subordinated convertible bonds due 2004 and 2005 were announced on 23 May 2003. Getronics vice-chairman Klaas Wagenaar comments: "The sale of GHRS is a milestone in the realization of the entrepreneurial solution, which enables Getronics to accomplish a solid financial arrangement with the trustee and bondholders. GHRS will have an excellent future with NIB Capital Private Equity as the new shareholder and we wish them well for the future." ABN AMRO Corporate Finance has acted as financial advisor and Greenberg Traurig has acted as legal advisor to Getronics in respect of the divestment of GHRS. VERSATEL TELECOM: German Subsidiary to Operate Under New Name ------------------------------------------------------------- Versatel Telecom International N.V. on Wednesday announced that as of June 1, 2003, its German subsidiary CompleTel Deutschland GmbH will continue its German operations under the new company name Versatel Germany GmbH. The re-branding of CompleTel in Versatel represents a significant step in connection with the integration process following the acquisition of CompleTel and tesion by Versatel earlier in March of this year. CompleTel's operations partly overlap with the other business units of Versatel in Germany, making the rebranding a next logical step in creating a transparent company structure going forward. Additionally, this process will further improve customer service and make a one-stop shopping model possible for both existing as well as prospective customers. Jan van Berne, Managing Director of Versatel Deutschland Holding GmbH, points out: "With a more uniform brand strategy, we believe to be in an even better position to seize the sales opportunities on the German market. The name change will make it easier for our large business customers and other carriers in Germany to recognise us as a high-quality and efficient partner. I am also pleased to see that Versatel and CompleTel have been working closely together from the start of the transaction and that the companies will now continue to operate with one face to the market, thereby optimising marketing and sales efforts." Versatel has ensured that the re-branding process will not affect daily operations of CompleTel or Versatel's other German subsidiaries. Deutschland GmbH. CompleTel Deutschland, based in Munich, is a specialised supplier of fibre-based city networks in first and second tier cities in Germany. Leveraging its own local access fibre networks, CompleTel Germany offers a full portfolio of voice, data and Internet services to the business market. CompleTel Germany owns and operates 1,100 km of fibre optic networks in the cities of Berlin, Hamburg, Essen, Dortmund, Gelsenkirchen, Duisburg, N�rnberg, Fuerth, Erlangen and Munich. Versatel Telecom International N.V. (Euronext: VRSA). Versatel, based in Amsterdam, is a competitive communications network operator and a leading alternative to the former monopoly telecommunications carriers in its target market of the Benelux and Germany. Founded in October 1995, the Company holds full telecommunication licenses in The Netherlands, Belgium and Germany and had per 31st of March 2003 approximately 860,000 customers and over 1,242 employees. Versatel operates a facilities-based local access broadband network that uses the latest network technologies to provide business customers with high bandwidth voice, data and Internet services. Versatel is a publicly traded company on Euronext Amsterdam under the symbol "VRSA". News and information are available at http://www.versatel.com Note to Editors: The Versatel logo is a registered trademark in The Netherlands, Belgium, Luxembourg, Germany and several other European countries. Contact: VERSATEL Anoeska van Leeuwen Director Corporate Communications Phone: +31-20-750-1322 E-mail: anoeska.vanleeuwen@Versatel.nl AJ Sauer Investor Relations & Corporate Finance Manager Phone: +31-20-750-1231 E-mail: aj.sauer@Versatel.nl =========== P O L A N D =========== GYDNIA SHIPYARD: State Treasury Holds Hopes for Consolidations -------------------------------------------------------------- The State Treasury is hopeful the Office for Competition and Consumer Protection will decide positively regarding the restructuring of Poland's Gdynia Shipyard. Deputy Treasury Minister responsible for the shipbuilding industry, Tadeusz Soroka, expects that the ruling would favor consolidations in the sector. "We are expecting a positive decision, as this is the only way to save the sector," he said, according to Warsaw Business Journal. Players in the process should be Gdynia Shipyard, the New Szczecin Shipyard, and those plants cooperating with them, H. Cegielski for instance, and the Czestochowa Steel Mill, according to Mr. Soroka. He also expects other plants to join the group in the near future. In April the supervisory board of Poland's Gdynia Shipyard dismissed its long-standing manager as part of a plan to consolidate the ship-constructing sector. Janusz Szlanta was removed in a secret vote that was requested by shareholders, according to spokesman Miroslaw Piotrowski. The move came after the company, once viewed as a post-communist success story, slipped back into the red. Currently SG's commercial liabilities amount to almost PLN 400 million. CONTACT: GDYNIA SHIPYARD GROUP C/o. Polservice Sp. z o.o. Poland-Warsaw Embassy of the Republic of Poland Camp 50M, Shantipath, Chanakyapuri New Delhi - 110 021, India Phone/Fax: 91-11-6889181 KREDYT BANK: Explains Discrepancies of Annual and Q4 Reports ------------------------------------------------------------ In connection with the presented 2002 Annual Report the Management Board of Kredyt Bank S.A. informs that the main reason of the difference between the financial result of Kredyt Bank S.A. presented in the Annual Report and that disclosed in the quarterly report (for the fourth quarter of 2002) released on February 4, 2003 is the verification of the Bank's approach to the assessment of credit portfolio generated in the co-operation with Zagiel S.A. in which the Bank holds 99.99% of shares. The Bank has adopted a principle of establishing provisions for all credit receivables generated in co-operation with Zagiel S.A. pursuant to the Decree of Finance Minister dated December 10, 2001 (on the principles of establishing provisions for the risk connected with the activity of banks). Zagiel S.A. - as the financial intermediary - is not obliged to comply with the provisions of the above mentioned Decree on provisions, nevertheless Kredyt Bank S.A., applying the principle of a prudent assessment of assets, decided that these principles are applied not only by the Bank, but also by Zagiel S.A. In consequence of such approach the additional provisions established were charged to the company's net assets. In connection with the above the value of Zagiel S.A. shares assessed by ownership rights method in the 2002 financial statement of Kredyt Bank S.A. was negative and along with the depreciation of goodwill amounted to PLN 88.6 million, which decreased the Bank's result by PLN 62.6 million in comparison with the information contained in the financial statement for fourth quarter 2002. The other differences changing the financial result mainly result from the adjustment of the Bank's costs of activity due to establishing additional provisions by the reason of employees' benefits (including pension severance payments), increased cost of fixed assets depreciation due to identification of the financial leasing and the adjustments resulting from the assessment of built-in derivatives in accordance with the regulations in force. KREDYT BANK: Announces Agenda Taken by Ordinary General Assembly ---------------------------------------------------------------- The Management Board of Kredyt Bank S.A. make publicly known the resolutions taken by the Ordinary General Assembly of Kredyt Bank S.A. held on May 14,2003: R E S O L U T I O N NO. 1/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 Pursuant to & 14 point 1 of the by-laws of Kredyt Bank S.A., in connection with article 395 & 2 item 1 of the Commercial Companies Code the following resolution is taken: & 1 The Bank's 2002 financial statement, containing the following, has been approved:: -- balance sheet with its total assets and total liabilities equal to PLN 24,060,493,433.19 (say: twenty four billion sixty million four hundred ninety three thousand four hundred thirty three and 19/100 ), -- profit-and-loss account showing loss equal to PLN 415,865,455.62 (say: four hundred fifteen million eight hundred sixty five thousand four hundred fifty five and 62/100), -- cash flow statement showing an increase in net cash equal to PLN 62,370,005.65 (say: sixty two million three hundred seventy thousand five and 65/100), -- specification of changes in equity, -- additional information. & 2 This resolution becomes effective as from the day of its passing. R E S O L U T I O N NO. 2/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 Pursuant to & 14 point 1 of the by-laws of Kredyt Bank S.A., in connection with article 395 & 2 item 1 of the Commercial Companies Code the following resolution is taken: & 1 The report on Kredyt Bank S.A. activity in 2002 prepared by the Bank's Management Board has been approved & 2 This resolution becomes effective as from the day of its passing. R E S O L U T I O N NO. 3/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 Pursuant to & 14 point 1 of the by-laws of Kredyt Bank S.A., in connection with article 382 & 3 of the Commercial Companies Code the following resolution is taken: & 1 The Supervisory Board report assessing the financial statement and the Management Board report from the activity of Kredyt Bank S.A. in the year of 2002 have been approved. & 2 This resolution becomes effective as from the day of its passing. R E S O L U T I O N NO. 4/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 Pursuant to & 14 point 2 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 2 of the Commercial Companies Code the following resolution is passed: & 1 Net loss for the financial year 2002, which amounted to PLN 415,865,455.62 thousand (say: four hundred fifteen million eight hundred sixty five thousand four hundred fifty five and 62/100 ) will be entirely covered from the Bank's supplementary capital in result of a single operation. & 2 A loss from the previous years disclosed in the financial statement for 2002 amounting to PLN 316,366,002.0 (say: three hundred sixteen million three hundred sixty six thousand two and 0/100 ) will be covered from the Bank supplementary capital in result of a single operation. & 3 This resolution becomes effective as from the day of its passing. R E S O L U T I O N NO. 5/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the President of the Bank's Management Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Stanislaw Pacuk, the President of the Management Board has been granted confirmation of fulfilling his duties for the financial year of 2002 & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 6/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Deputy President of the Bank's Management Board that she fulfilled her duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mrs Malgorzata Kroker-Jachiewicz, the Deputy President of the Management Board has been granted confirmation of fulfilling her duties for the financial year of 2002 & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 7/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Deputy President of the Bank's Management Board that she fulfilled her duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mrs Bronislawa Trzeszkowska, the Deputy President of the Management Board has been granted confirmation of fulfilling her duties for the financial year of 2002 & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 8/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Deputy President of the Bank's Management Board that she fulfilled her duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mrs Izabela Sewerynik, the Deputy President of the Management Board has been granted confirmation of fulfilling her duties for the financial year of 2002 & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 9/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Deputy President of the Bank's Management Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Dariusz Sokolowski, the Deputy President of the Management Board has been granted confirmation of fulfilling his duties for the financial year of 2002 & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 10/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Deputy President of the Bank's Management Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Waldemar Nowak, the Deputy President of the Management Board has been granted confirmation of fulfilling his duties for the financial year of 2002 & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 11/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Deputy President of the Bank's Management Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Frank Jansen, the Deputy President of the Management Board has been granted confirmation of fulfilling his duties for the financial year of 2002 & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 12/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the President of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Andrzej Witkowski, the President of the Supervisory Board has been granted confirmation of fulfilling his duties for the financial year 2002. & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 13/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Deputy President of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Grzegorz Krawczyk, the Deputy President of the Supervisory Board has been granted confirmation of fulfilling his duties for the financial year 2002. & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 14/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Member of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Herman Agneessens, the Member of the Supervisory Board has been granted confirmation of fulfilling his duties for the financial year 2002. & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 15/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Member of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Carlos Manuel Cainco, the Member of the Supervisory Board has been granted confirmation of fulfilling his duties for the period from January 1, 2002 to July 29, 2002. & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 16/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Member of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Francois Florquin, the Member of the Supervisory Board has been granted confirmation of fulfilling his duties for the financial year 2002. & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 17/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Member of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Philippe Guiral, the Member of the Supervisory Board has been granted confirmation of fulfilling his duties for the financial year 2002. & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 18/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Member of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Feliks Kulikowski, the Member of the Supervisory Board has been granted confirmation of fulfilling his duties for the financial year 2002. & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 19/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Member of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Dirk Mampaey, the Member of the Supervisory Board has been granted confirmation of fulfilling his duties for the financial year 2002. & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 20/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Member of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: 1& Mr Marek Michalowski, the Member of the Supervisory Board has been granted confirmation of fulfilling his duties for the financial year 2002. & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 21/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Member of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Adam Noga, the Member of the Supervisory Board has been granted confirmation of fulfilling his duties for the financial year 2002. & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 22/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Member of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Jozef Toczek, the Member of the Supervisory Board has been granted confirmation of fulfilling his duties for the financial year 2002. & 2 This resolution comes into effect as from the day of its passing. R E S O L U T I O N NO. 23/2003 of the General Assembly of Kredyt Bank S.A. dated May 14, 2003 on granting confirmation to the Member of the Bank's Supervisory Board that he fulfilled his duties for the financial year of 2002. Pursuant to & 14 point 3 of the by-laws of Kredyt Bank S.A. in connection with article 395 & 2 item 3 of the Commercial Companies Code the following resolution is passed: & 1 Mr Christian Defrancq, the Member of the Supervisory Board has been granted confirmation of fulfilling his duties for the period from July 29, 2002 to December 31, 2002. & 2 This resolution comes into effect as from the day of its passing. Moreover the Management Board of Kredyt Bank S.A. informs that 131,617,297 shares, accounting for 88,99 % of the Bank' share capital were represented at the Ordinary General Assembly of Kredyt Bank S.A. At the same time the Bank's Management Board informs that as May 14, 2003 in accordance with the list of shareholders entitled to participate in the Ordinary General Assembly of Kredyt Bank S.A., the following Shareholders were entitled to exercise 5% or more votes at the GAS: 1. KBC Bank N.V. 110 894 584 75,00% 2. SANPAOLO IMI S.p.A. 7 690 966 5,20 % Simultaneously Kredyt Bank S.A. informs that a shareholder is not obliged to exercise his rights from all the shares held. =========================== U N I T E D K I N G D O M =========================== EASYJET PLC: Announces Decision to Commence Hedging Program ----------------------------------------------------------- The Board of easyJet plc announces that it has decided to commence a program of hedging Jet A1 fuel costs and U.S. dollar foreign currency exposures. The Board believes this new policy is now appropriate given the increased size of the easyJet airline business. A hedge position will be gradually developed over forthcoming months and will be primarily intended to provide protection against major fuel price and exchange rate movements. US dollar payments relating to the purchase of aircraft are not to be included in this new policy, however consideration may be given to including these at a future time. ***** easyJet plc generated a loss before tax, goodwill and non- recurring items for the six months ended March 31, 2003 of GBP24m which compares to a reported profit of GBP8.3m for the same period in the prior year. The loss after tax for the period was GBP46.9m, which compares to a reported profit of GBP0.8 million in the same period of the prior year. EQUITABLE LIFE: Share Offering Helped Prevent Total Collapse ------------------------------------------------------------ It was the billions of pounds worth of share offering which saved troubled mutual Equitable Life, according to its chairman. Vanni Treves during the life assurer's annual meeting said: "If we had not moved out of the equities when we did, I can tell members that we would now be bust and in the hands of administrators." Equitable reduced the exposure of its with-profits life fund to equity from 25% at the start of last year to 4% untradable holdings as of the present. The action, which allayed effects of "significant market turbulence," helped the company abate its difficulties. Equitable nearly collapsed in the summer of 2000 after the holders of guaranteed annuity rate policies--for which they failed to allot some GBP1.6 billion provision--won a test case against the society in the House of Lords in summer 2000. Expressing cautious optimism, Mr. Treves reiterated the mutual's plan to pay interim bonuses of 3.5% for pensions and 2.75% for life policies. The insurer's payment scheme for its top executives, meanwhile, received a beating during the firm's annual meeting. Several hundred members who attended the meeting at rejected the remuneration report, according to the Financial Times. LASTMINUTE.COM PLC: Appoints New Non-executive Director ------------------------------------------------------- Lastminute.com plc are pleased to announce the appointment of Agnes Touraine as a non-executive director with effect 28 May 2003. Agnes, who is 48 years old and based in France, is a well respected and experienced businesswoman in both growth and large- scale businesses. AgnSs has held a number of consultancy and senior executive positions, principally within media and publishing businesses. From an initial career as a consultant with McKinsey & Co, she held senior strategy planning and management positions within the Lagardere Group before joining Vivendi Universal Publishing (formerly Havas) where her last position was Chairman and CEO until January 2003, overseeing a growth in annual revenue in that business to approximately $4bn. Agnes has a Law degree (Sorbonne), graduated from IEP in Paris and holds a MBA from Columbia University. Allan Leighton, Chairman of lastminute.com commented: "We are delighted to announce the appointment of AgnSs Touraine as an additional non-executive director. AgnSs brings to the board a wealth of strategic planning and senior management experience. Her knowledge of both the French and international markets, particularly within the growth businesses with which she has been associated with, will bring a further dimension to our Board." ***** Lastminute recently reported a loss (before goodwill amortization, exceptional items and taxation) which is down 20.2% year-on-year to GBP4.2 million (Q2 2002: GBP5.3 million). CONTACT: LASTMINUTE.COM Phone: +44 (0) 20 7802 4498 Brent Hoberman - Chief Executive Officer Martha Lane Fox - Group Managing Director David Howell - Chief Financial Officer Hudson Sandler Phone: +44 (0) 20 7796 4133 Lesley Allan Noemie de Andia THUS GROUP: Signs Agreement With Banks to Reduce Loan Facility -------------------------------------------------------------- THUS Group plc has signed an agreement with its banks to reduce the size of its loan facility from GBP90 million down to GBP60 million, reducing excessive headroom before THUS goes free cash flow positive. The resizing of the loan facility follows the company's preliminary results on 6 May which confirmed the performance trends within the business and reiterated the company's target for sustainable, positive cash flow after interest and capital expenditure in quarter four of the current financial year ending 31 March 2004. April 2003's trading results are also in line with internal expectations. The reduced GBP60 million loan facility will provide THUS with more than sufficient headroom above its forecast peak drawdown on the facility of less than GBP50 million, while enabling it to avoid unnecessary commitment fees on the unrequired portion of the facility. The reduction in the size of the loan facility will take immediate effect. All other terms of the facility will remain substantially unchanged, although the opportunity has been taken to make minor positive alterations to some terms and conditions of the facility. Commenting on [Wednesday's] announcement Chief Financial Officer, John Maguire said, 'The reduction in the size of the loan facility reinforces the solid progress that the business has achieved towards its long term financial goals since it was put in place at the point of demerger from ScottishPower in March 2002. 'The original facility was sized to contain excessive headroom so as to more than demonstrate the company's strong funding position, and with free cash flow positive now less than 12 months away, it makes sense to resize the facility to more accurately reflect our actual needs. With our gearing at 11%, our strong balance sheet remains a distinguishing feature in the sector, and we remain focused on delivering this year's targets.' ***** (1) The loan facility is provided by The Royal Bank of Scotland plc, Societe Generale and TD Bank Europe Limited. (2) As at 31 March 2003, THUS Group plc had drawn down GBP40 million on the loan facility. The Group had net debt of GBP32.7 million and gearing of 11%. (3) Interest on advances under the loan facility is currently charged at LIBOR plus 5.5% pa. From 30 June 2003, it is expected that interest on the facility will be charged at LIBOR plus 3.5% pa. (4) A commitment fee is payable at the rate of 2.0% pa on undrawn amounts. (5.) The facility turns into an amortising term loan on 1 April 2004, with repayments commencing on 31 March 2005 and completed by 31 March 2008. CONTACT: THUS GROUP PLC John Maguire, Chief Financial Officer Phone: 020 7763 3156 Ian Hood, Director of Corporate Communications Phone: 07786 171959 Kathryn Rhinds, Investor Relations Manager Phone: 07974 160013 ************* 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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