/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/030603.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Tuesday, June 3, 2003, Vol. 4, No. 107 Headlines * C Z E C H R E P U B L I C * IPB BANK: Ernst & Young Fined CZK750,000 on Auditing Mistakes * G E R M A N Y * EM.TV & MERCHANDISING: Subsidiary Closes Purchase of Plazamedia MEDIA! AG: To Finalize Negotiations on the Financing Concept MUNICH RE: Weak Capital Markets Continue to Affect Figures * I T A L Y * ALITALIA SPA: Sick Attendants Force Cancellation of Flights * N E T H E R L A N D S * BLUWATER GROUP: Ratings Lowered by One Notch; Outlook Stable KONINKLIJKE AHOLD: Delivers Audited 2002 Report for Heijn KONINKLIJKE AHOLD: To Finalize Sale of Chilean Unit This Week * P O L A N D * BANK PEKAO: Financial Condition for Sale of Subsidiary Fulfilled ELEKTROWNIA TUROW: Rating Cut Announced by Standard & Poor's KOMERCNI BANKA: Informs Public Regarding Liquidation of Unit KOMERCNI BANKA: To Dispose Bank Austria to Acquire CAC Share * S W I T Z E R L A N D * ZURICH FINANCIAL: A.M. Best Affirms Financial Strength Ratings ZURICH FINANCIAL: Fitch Positive on Planned Sale of U.S. Units * U N I T E D K I N G D O M * AMULET GROUP: Administration Puts More Than 2,000 Staff Jobless ASHTEAD GROUP: Enters Into Agreement Regarding Bank Facility AUSTIN REED: Grandson of Founder Told to Offer Bid or Leave AVIONIC SERVICES: Gives Updates on Contracts Affecting Revenues BOOTS PLC: To Restructure Top Management in Less Than a Year CHRISTIAN SALVESEN: Fry Retires After Six Years as Chairman CHRISTIAN SALVESEN: Posts Disappointing Performance for 2002 CORDIANT COMMUNICATIONS: Media Group, Rival Interested in Assets EQUITABLE LIFE: To Shed Further Part of Property Portfolio ETHICON LIMITED: Union Leaders Want to Discus Redundancy Plans HVB GROUP: Citigroup Plans to Acquire Consumer Credit Arm IZODIA PLC: Orb Estates Gearing Up to Settle Litigation LOMBARD MEDICAL: Extension of Offer and Level of Acceptances SMF TECHNOLOGIES: Applies for Removal of Shares From Trading TELEWEST COMMUNICATIONS: Chairman Expected to Leave Board =========================== C Z E C H R E P U B L I C ============================ IPB BANK: Ernst & Young Fined CZK750,000 on Auditing Mistakes ------------------------------------------------------------ The Czech Auditors' Chamber fined auditors of the defunct IPB Bank after a discovery of an auditing error in the failed bank. Earnst & Young Audit was fined CZK750,000 at the end of last year. The amount could still reach up to CZK1 million, according to Czech Happenings. The amount of the fine suggests that the Chamber found the mistakes made by the auditor rather serious, the report says. No detailed information was disclosed, however, as there is a secrecy conditioned anchored in the law on auditors. Dirk Kroonen, Ernst&Young's managing partner for the Czech Republic also refused to elaborate on the matter. The Euro weekly, however, cited the Chamber's president Petr Kriz as saying that the company has covered the fine in full. An unnamed manager at a renowned auditing company said: "I feel a bit sorry for them. They tried to change things for the better and, besides, the current managers cannot be blamed for the slip- ups in IPB." Czech's IPB Bank was put under forced administration and then sold to local rival CSOB, owned by Belgium's KBC, three years ago. ============= G E R M A N Y ============= EM.TV & MERCHANDISING: Subsidiary Closes Purchase of Plazamedia ----------------------------------------------------------- On Friday, the EM-Sport Sportmarketing GmbH, a subsidiary of the EM.TV & Merchandising AG, closed the acquisition of 100 percent of the production company PLAZAMEDIA from the KirchMedia subsidiary Taurus TV GmbH. As the transaction had already been approved by the insolvency administrator and the creditor committee of Taurus TV GmbH as well as the Bundeskartellamt, the completion of the acquisition was still subject to the effectiveness of the takeover of the TV- channel DSF and the online-platform Sport1 through the consortium of KarstadtQuelle New Media AG and Dr. h. c. Hans-Dieter Cleven, which also took place Friday. EM.TV will join in this consortium within the next days. Plazamedia is Germany's largest TV production company in the sports segment. Its major customers, aside from Premiere, also include the Infront BuLi GmbH and DSF. The company which has over 200 employees anticipates sales of more than EUR 70 million in 2003. CONTACT: EM.TV & MERCHANDISING AG Sabine Lais Phone: +49 (0)89 99 500 461 Fax: +49 (0)89 99 500 466 UNTERNEHMEN GMBH Frank Elsner Phone: +49 (0)5404 91 92 0 Fax: +49 (0)5404 91 92 29 MEDIA! AG: To Finalize Negotiations on the Financing Concept ------------------------------------------------------------ In the first nine months of the 2002/2003 financial year, consolidated sales at MEDIA! AG, specialist for media and technology services, moved lower from EUR 22.8 million to EUR 21.0 million year-on-year (on a quarterly basis, EUR 7,7 million after EUR 5,6 million in the third quarter of the previous year). However, the figures are comparable only to a limited extent. Firstly, the new subsidiaries AVT MEDIA! GmbH and PROTEC MEDIA! GmbH have only been consolidated since the last quarter. Secondly, part of the restructuring measures involved the discontinuation of sales at MEDIA AG! generating low margins. In the wake of the concentration of the profitable core business and rigorous cost savings, EBIT in the first nine months improved from EUR -17.8 million to EUR -9.0 million, and on a quarterly basis from EUR -5.0 million to EUR -4.7 million. After EUR -10.8 million in the equivalent period of the previous year, EBITDA of EUR -3.9 million was posted (on a quarterly basis, EUR -2.8 million after EUR -3.3 million). The consolidated net loss in the first nine months declined from EUR -16.5 million to EUR -8.4 million, but on a quarterly basis it rose from EUR -3.9 million to EUR -4.8 million. The result is negatively impacted by provisions of EUR 2.8 million for risks originating in the past, EUR 2.0 million of which in the past quarter. As at 31 March 2003, the company has equity capital of EUR 6.9 million and when the partner loan from the main partner M.K.B. has been transferred this will move up to EUR 7 million, representing an equity ratio of approx. 35%. As of 31 March 2003, liquid funds totaled EUR 0.8 million after EUR 0.5 million on 30 June 2002. Currently, negotiations with pool banks and additional lenders on a financing concept which includes the extension of the bank lines expiring end of June 2003 until 31 March 2004, are in the concluding phase. Should the negotiations not reach a successful conclusion, the continued existence of MEDIA! AG and its participation companies would no longer be assured. CONTACT: MEDIA! AG Thomas Diepenbruck, CFO Phone: +49 89 620111-217 Fax: +49 89 620111-513 E-Mail: invest@media-ag.com MUNICH RE: Weak Capital Markets Continue to Affect Figures ---------------------------------------------------------- Munich Re in 1st quarter 2003: As expected, weak capital markets continue to affect the figures, with writedowns of EUR880m, but net loss contained to EUR238m and much lower than in the two previous quarters. -- Markedly better operative result in reinsurance; combined ratio of only 96.8% demonstrates substantial improvement in quality -- Primary insurers show strong growth in life and health insurance; property-casualty combined ratio of 98.0% even better than last year In the first quarter of 2003, the Munich Re Group took advantage of the continuing positive trend in its reinsurance business to return to the profit zone: its operative result (before amortisation of goodwill) rose to EUR123m, following -EUR1.6bn in the preceding quarter. Its underwriting policy in reinsurance succeeded in bringing the combined ratio down below the 100% mark for the first time in a long while - it decreased to 96.8%. The situation on the capital markets led to writedowns and losses on the disposal of investments totaling EUR2.3bn; despite this enormous burden, the otherwise pleasing performance of the Group's business meant that the net result was a deficit (after tax) of only EUR238m. Dr. Hans-J〉gen Schinzler, Chairman of the Board of Management, is positive in his outlook for the rest of 2003: "We are making good progress, despite the uncertainties regarding capital market trends. Provided we are spared exceptional loss events, the advances we have made in operative business will have a noticeable impact on our overall result for 2003." Summary of the Munich Re Group's figures for the first three months: Compared to the first quarter of 2002, premium income increased only slightly, rising by 0.8% to EUR10.8bn. This was because the strong euro had the effect of substantially reducing the euro value of premium written in other currencies, especially the dollar. Excluding the effects of currency translation and acquisitions, premium rose by 6.8%. The Group result at 31 March amounted to -EUR238m, following a loss of EUR2.2bn in the fourth quarter of 2002. Earnings per share amounted to -EUR1.33. Board member Dr. J"rg Schneider: "Despite the loss, the wind has clearly changed. The first three months show that, notwithstanding the after-effects of the weak capital markets, we have put our business on a sound footing again." Reinsurance: Fundamentally improved portfolio Altogether, after the renewals and terminations, the premium volume for the first quarter amounted to EUR6.5bn (6.9bn) before consolidation; without changes in exchange rates, growth compared with the same period last year would have been 6.7% (32.0%). Premium volume in the life and health segment remained stable at EUR1.6bn. In its property-casualty reinsurance business, Munich Re achieved rate increases averaging over 10%. Here, however, it declined by 6.9% to EUR4.9bn owing to currency translation effects. Treaties were consistently adjusted with respect to conditions and scope of cover as well. Successful effects of this systematic policy are evident in the markedly lower combined ratio of 96.8% for the first quarter, in which Munich Re was largely spared claims costs from natural catastrophes and other major losses. The combined ratio for the year 2002 - adjusted to eliminate the reserve strengthening for US business - was 106.5%. Another pleasing factor is the progress of American Re, by far the largest reinsurance subsidiary in the Group, which reduced its combined ratio from 114.2% in the first quarter of last year to 98.0% in the first quarter of 2003 and showed a profit of US$ 152m. The reinsurers contributed EUR29m to the Group result in the period under review, even though their investment result of EUR527m was heavily affected by writedowns and losses on the disposal of investments totalling EUR522m. Primary insurance: Strong new business demonstrates franchise strength In the first three months of the year, Munich Re's primary insurers recorded above-average growth in gross premiums written, which rose by 8.1% to EUR5.0bn. The companies' distribution strategy of accessing different target groups through a range of brands and channels again proving its worth. In particular, as prominent providers in Germany, the life insurers increased their premium income substantially by 10.5% to EUR1.9bn, not least owing to premium from company pension schemes. The ongoing political debate on possible reductions in social insurance benefits is causing considerable public uncertainty in Germany. Financially strong health insurers with a far-sighted approach to provision are in demand: in the case of the health insurers in the Munich Re Group, the number of policyholders with comprehensive medical cover grew by almost 20,000 to 900,000 by the end of March; premiums rose by 9.1% to EUR1.2bn. In property-casualty insurance, the combined ratio improved further to a 98.0% (whole of 2002: 99.1%), with premium income increasing by 5.5% to EUR1.9bn. Especially in the case of the life and health insurers, the positive performance of Munich Re's underwriting business in primary insurance contrasts with losses due to the falls in share prices, despite a reduction in the proportion of equities held by these insurers in their investment portfolios. Writedowns and losses on the disposal of securities produced a burden of EUR1,775m (359m), so that the primary insurers contributed - EUR284m (+27m) to the Group result on balance in the period under review. Investments: Markedly reduced proportion of equities / Lowering of stake in Allianz Munich Re has hedged risks on the capital markets and reduced the proportion of equities, including shareholdings, in its portfolio to 14.5% by the end of March (end of 2002: 18.1%). In particular, Munich Re has lowered its interest in Allianz to just above 15%, thus already reaching the percentage agreed on for this reciprocal shareholding. In the first-quarter financial statements, Munich Re no longer recognises Allianz as an associated enterprise at its proportionate share of the equity capital; following deconsolidation, which itself has no effect on the income statement, the shares in Allianz are shown in the balance sheet at their respective market value like other equity investments. At EUR216m, the Group's investment result moved back into the black, after the negative results of the previous two quarters. In the period under review, there were - as generally expected - writedowns on securities of EUR880m with a net impact of EUR396m on the quarterly result, coupled with realised losses on the disposal of securities amounting to EUR1.4bn. Depending on the development of the stock markets in the further course of the year, unrealised losses in value may still affect the income statement in the current year, whereas the effects of the fall in share prices have already been largely digested through the accounting of equity portfolios at market value. The low share prices and the weakness of the US dollar had an appreciable effect on shareholders' equity in the period under review: it fell from EUR13.9bn at the turn of the year to EUR12.5bn at the end of the first quarter. Dr. Schneider: "31 March marked a particularly low point on the stock exchanges; recoveries in share prices and the good performance of business in the following months mean that we had more than made up the lost ground by the end of May." Outlook for the business year 2003 as a whole As things stand at present, premium volume for the current year should reach the same high level as last year, even taking changes in exchange rates into account. Ultimately, however, the crucial factor is the improved quality of the business. In reinsurance, the trend towards better conditions and risk- adequate prices has continued. Munich Re achieved marked progress in the past renewals and will adhere to its return requirements. In its operative business, it has thus created the basis for a satisfactory result in 2003. "If claims costs for major losses remain normal, the combined ratio for the renewed business should remain below the 100% mark in the current year", said Dr. Schneider. In primary insurance, the Munich Re Group considers itself well positioned to participate to an above-average extent in the growth of private provision for old age and healthcare, thus expanding its business in life and health with their stable earnings. In primary insurance premiums are expected to increase by almost 6%, which is far above the market average, and once again a satisfactory underwriting result for the business year 2003. Additionally, the ERGO Insurance Group intends to further reduce its expense ratio with an efficiency enhancement programme. The Munich Re Group anticipates that premium growth - without the influence of exchange rates - will total around 5%. The strong euro will significantly affect premium translated from other currencies but will only have a moderate effect on the Group's result, thanks to Munich Re's policy of currency matching its assets and liabilities. Owing to the uncertainties on the capital markets, a result forecast is not possible at this early juncture, according to Dr. Schneider. Munich Re expects further strengthening in earnings from the forthcoming renewals of reinsurance treaties at 1 July in several markets. To See Munich Re Group in the first three months of 2003 http://bankrupt.com/misc/First_Three_Months.pdf To See Quarterly Report 1/2003: http://bankrupt.com/misc/Quarterly_Report.pdf The company's Annual General Meeting will take place on 11 June 2003 at 10 a.m. ========= I T A L Y ========= ALITALIA SPA: Sick Attendants Force Cancellation of Flights ----------------------------------------------------------- Dozens of flights were canceled by Alitalia on Sunday to the dismay of thousands of passengers who waited long hours for flights, only to be told they're stuck where they are. Large numbers of flight attendants called in sick for a second straight day, forcing the struggling Italian airline to cancel flights. According to Dow Jones Newswires, the flight attendants were upset about the struggling Italian airlines plan to cut back on the number of attendants on domestic flights and on European flights. The cut backs on domestic flights will start in June, while cuts on European flights will start next month. An Italian state TV later that day reported that Alitalia indicated it was backing off from the reduction. This came after the Italian government launched an appeal against the plan. The government, which owns half of the airline, summoned both Alitalia and union officials to a meeting on Wednesday. Alitalia has suffered financial problems and has reported a net loss of $200 million in 2000. It has been seeking a new partner since KLM Royal Dutch Airlines pulled out of an alliance last year. It has also been hit hard by travelers' reluctance to fly because of fear of terrorism and of the SARS virus. Last month, Alitalia chief executive Francesco Mengozzi said the airline must merge and slash costs to survive. CONTACT: ALITALIA - LINEE AEREE ITALIANE S.P.A. Viale A. Marchetti 111 00148 Rome, Italy Phone: +39-06-6562-2151 Fax: +39-06-6562-4733 Toll Free: 800-223-5730 Homepage: http://www.alitalia.it Contacts: Fausto Cereti, Chairman Francesco Mengozzi, Managing Director Giovanni Lionetti, Director Finance ===================== N E T H E R L A N D S ===================== BLUWATER GROUP: Ratings Lowered by One Notch; Outlook Stable ------------------------------------------------------------ Standard & Poor's Ratings Services said that it had lowered its long-term corporate credit rating on Netherlands-based oil services company Aurelia Energy N.V. (which, together with its subsidiaries, is collectively referred to as Bluewater) to 'BB-' from 'BB'. At the same time, the guaranteed senior debt ratings on Bluewater Finance Ltd. and on Bluewater Holding B.V. were lowered one notch. The outlook is stable. "The rating action reflects the continuing challenges faced by Bluewater to commission one of its vessels, the Glas Dowr, and to improve its stretched credit protection measures," said Standard & Poor's credit analyst Eric Tanguy. "As we had indicated when the outlook on Bluewater was revised to negative on April 9, 2003, an operating setback similar to the significant delays and cost overruns that had already been incurred on the upgrade of the Glas Dowr would likely lead the rating to be lowered." Bluewater announced on May 30, 2003, that it expected an additional cost overrun of about $25 million on the commissioning of the Glas Dowr, as well as slightly lower EBITDA than forecast for first-quarter 2003, negative operating cash flow, and a $30 million increase in debt. The Glas Dowr is now on schedule to achieve first oil in August instead of June 2003, generating revenues under a 10-year contract (minimum duration of three years) on the Sabre field in South Africa. The rating reflects Bluewater's participation in the competitive floating production, storage, and offloading vessel industry, its small five-unit fleet, contract renewal risks in 2004, and slightly aggressive capital structure. Total debt at end-March 2003 was $609 million, with debt leverage of about 56%. These factors are partially offset by Bluewater's modern, sophisticated fleet, which typically operates on multiyear contracts, providing stable cash flow. Standard & Poor's expects Bluewater to be able to improve key credit protection measures to levels consistent with the current rating, including EBITDA to total interest (including capitalized interest and the non-cash interest payment on a subordinated shareholder loan) above 3x. "The company needs to extend average contract maturities, improve cash flow generation at its single-point mooring systems, and rebuild financial flexibility before embarking on significant cash- and debt-financed capital spending," added Mr. Tanguy. "Another dip in credit metrics or another operating setback like that on the Glas Dowr would likely put renewed pressure on the rating." KONINKLIJKE AHOLD: Delivers Audited 2002 Report for Heijn --------------------------------------------------------- Ahold announced that, on Friday May 30, 2003, it provided its syndicate of banks with the audited 2002 financial report for Dutch supermarket subsidiary Albert Heijn. Delivering audited 2002 financial statements for Albert Heijn no later than June 2, 2003, was one of the conditions for the availability of the USD 915 million unsecured tranche of the Euro 2.65 billion credit facility announced on March 5, 2003. These conditions include the delivery of audited 2002 financial statements for Stop & Shop no later than June 30, 2003, and of audited consolidated 2002 financial statements for Ahold no later than August 15, 2003. CONTACT: ROYAL AHOLD N.V. P.O. Box 3050 1500 HB Zaandam Netherlands Phone: +31 (0)75 659 57 20 Fax: +31 (0)75 659 83 02 Homepage: http://www.ahold.com KONINKLIJKE AHOLD: To Finalize Sale of Chilean Unit This Week ------------------------------------------------------------- Dutch retailer Royal Ahold will finalize the US$150-million sale of its Chilean subsidiary Santa Isabel to Paulmann this week, according to just-food.com. The Chilean group, which owns the Jumbo supermarket chain, will acquire both Santa Isabel's 76 outlets in Chile and will assume its debt under the transaction. Santa Isabel's books became subject to an additional auditing last month after the discovery of some US$800 million profits overstatement at Ahold's North American operations, and another accounting irregularities at Argentine unit Disco, which previously controlled Santa Isabel. In the middle of May, Standard & Poor's lowered its long-term corporate credit rating on Ahold to 'BB-' from 'BB+' following the announcement of the discrepancy. CONTACT: KONINKLIJKE AHOLD P.O. Box 3050 1500 HB Zaandam Netherlands Corporate Communications Phone: +31.75.659.5720 Fax: +31 (0)75 659 83 02 Home Page: http://www.ahold.com =========== P O L A N D =========== BANK PEKAO: Financial Condition for Sale of Subsidiary Fulfilled ---------------------------------------------------------------- Management Board of Bank Polska Kasa Opieki S.A. informs that in the result of fulfilment of required condition, on 30th of May, 2003 Pekao Fundusz Kapitalowy Sp. z o.o. (100% subsidiary of Bank Polska Kasa Opieki S.A.) transferred to Przedsiebiorstwo Produkcyjno - Uslugowo - Handlowe Autocentrum, Maziarz, Krawiec Spolka Jawna seated in Mielec the ownership of all 17,676 shares held in Wytwornia Silnikow PZL - Mielec Sp. z o.o., which constitute 49.40% of the share capital and entitle to 17,676 voting rights, i.e. 49.40% of all votes on Meeting of Shareholders, because the agreement on sale of these shares with came into force. Bank Polska Kasa Opieki Spolka Akcyjna informed on signing this agreement in Current Report no. 61/2003 on 29th of May, 2003. ***** Fitch said the present negative macroeconomic environment in Poland has materially affected Pekao's loan portfolio quality. The bank reported a net loss for 2Q 2002, caused by high loan loss provisions. ELEKTROWNIA TUROW: Rating Cut Announced by Standard & Poor's ------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its corporate credit rating on Poland-based electricity generator Elektrownia Turow S.A. (Turow) and its senior unsecured debt rating on fully guaranteed subsidiary Elektrownia Turow B.V. to 'B' from 'BB'. At the same time, Standard & Poor's removed both ratings from CreditWatch, where they were placed on April 23, 2002. The outlook is developing. "The downgrade reflects the increased uncertainty and risk arising from the Polish government's commitment to opening the electricity generation sector to competition by July 2004," said Standard & Poor's credit analyst Mikhail Galkin. The government plans to achieve this by means of terminating long-term power purchase agreements (PPAs) in exchange for one-time stranded-cost compensation. The downgrade also reflects increased regulatory risk in the Polish electricity sector. Management and operational performance, however, remains satisfactory and modernization is progressing according to plan. PPAs between generators and the state-owned electricity transmission grid operator Polskie Sieci Elektroenergetyczne S.A. (PSE) cover 60%-65% of all Polish generation. Turow sells all its output under its PPA, which is used to secure more than 70% of its Polish zloty (PLZ) 3.9 billion ($1.1 billion) debt. There is uncertainty about the level and usage of the compensation payment and the business environment following termination of the PPAs, which could, potentially, result in negative consequences for Turow and other Polish generators. The government's effort to terminate PPAs was triggered by Poland's likely medium-term accession to the EU, which requires electricity sector competition. Maintaining PPAs in this situation could expose PSE to the volume and financial risk of out-of-the-money take-or-pay contracts. To avoid this, there is strong political commitment to accomplish the so-called 'ROS' initiative. This aims to establish a special-purpose entity (SPE) to issue debt secured by a restructuring charge that each end- consumer would be obliged to pay by law for up to 15 years. The proceeds of the debt issue would be used to pay generators stranded-cost compensation for termination of the PPAs. Major questions remain about the level of compensation. It is intended to calculate compensation as the difference between enterprise values with and without the PPAs, not looking at the debt obligations per se. "Obviously, this is somewhat arbitrary and based on assumptions about critical factors such as future power and fuel prices, inflation, and interest and exchange rates," said Standard & Poor's credit analyst Andreas Zsiga. The consent of the generating companies' lenders is required for any major change to or cancellation of the PPAs. Even if the lenders consider the ROS initiative to be disadvantageous, the alternative, keeping the PPAs, could be worse, as it could erode the counter-party credibility of PSE in the face of competition. The government does not guarantee PSE's liabilities. In Standard & Poor's view, the risk of default on payment by Turow is mitigated by the government's explicit guarantee of about PLZ677 million of the company's debt, and a total of about PLZ7 billion of debt at Polish generators involved in PPAs. There is also a potential upside for lenders if they are fully compensated in the form of cash or lower-risk SPE debt. Previously, the ratings on Turow were placed on CreditWatch with negative implications owing to a risk that it would breach a debt-service coverage ratio covenant. Based on preliminary estimates of Turow's 2002 financial results, however, the covenant has not been breached. The developing outlook reflects the uncertain impact of the ROS initiative on Turow. Negative factors include inadequate compensation in relation to debt and cost-disadvantages, inability to terminate the PPAs in conjunction with a lack of support for PSE, and development of fierce price competition post-PPA. "On the other hand, adequate compensation in relation to debt, debt-settlement, and cost-disadvantages could have a positive impact on credit quality," said Mr. Galkin. KOMERCNI BANKA: Informs Public Regarding Liquidation of Unit ----------------------------------------------------------- Komercni banka, a.s. with registered office at Prague 1, Na Prikopi 33, post code 114 07, identification number 45317054 announces that as a sole shareholder of ASIS, a. s., with registered office at Praha 9, Namisti OSN 1/844, identification number 26418479, decided on liquidation of ASIS, a.s. The liquidation process of ASIS, a.s. will start on 1 June 2003. The Board of Directors of Komercni banka, a.s. KOMERCNI BANKA: To Dispose Bank Austria to Acquire CAC Share ------------------------------------------------------------ Representatives of Komercni banka, a.s. and Bank Austria Creditanstalt Leasing GmbH, 100% subsidiary of Bank Austria Creditanstalt AG, signed on 27 May 2003 a Memorandum of Understanding concerning the intention of Komercni banka, a.s. to dispose, and Bank Austria Creditanstalt Leasing GmbH to acquire, a share in CAC Leasing, a.s. and in CAC Leasing Slovakia, a.s. The current shareholders of CAC Leasing, a.s. are Komercni banka, a.s. (50%) and Bank Austria Creditanstalt Leasing GmbH (50%) and the current shareholders of CAC Leasing Slovakia, a.s. are Komercni banka, a.s. (10%), Komercni banka Bratislava, a.s. (20%), CAC Leasing, a.s. (40%), Bank Austria Creditanstalt Leasing GmbH (21%) and HVB Bank Slovakia, a.s. (9%). The Memorandum of Understanding stipulates that within such transaction Komercni banka, a.s. will sell to Bank Austria Creditanstalt Leasing GmbH its entire share in CAC Leasing, a.s. and in CAC Leasing Slovakia, a.s. The completion of the transaction is subject to successful finalization of the contractual agreements as well as subject to an approval of the Anti-Monopoly Office. ===================== S W I T Z E R L A N D ===================== ZURICH FINANCIAL: A.M. Best Affirms Financial Strength Ratings -------------------------------------------------------------- A.M. Best Co. has affirmed the financial strength ratings of A (Excellent) of Zurich Financial Services Group (ZFS), Switzerland, and core subsidiaries. The outlook remains positive following the company's release of first quarter results for 2003 and the announcement of the sale of its life insurance subsidiaries in the United States (Federal Kemper Life Assurance Company, Zurich Life Insurance Company of America, Zurich Life Insurance Company of New York and related companies). ZFS will retain the ownership of Kemper Investors Life Insurance Company, but parts of its business will be coinsured. First quarter results were in line with A.M. Best's expectations, with a significant improvement in the consolidated combined ratio at 98.2%. In addition--and in line with ZFS's aggressive global profit and capital management improvement program--the company has agreed upon the sale of the U.S. life operations referred above (see Zurich Life U.S. press release). This transaction will contribute to reaffirming ZFS's excellent business position as a general insurer in its selected core markets (Switzerland, Germany, Italy, Spain, United Kingdom and North America) and, over time, will enhance the company's excellent consolidated risk-based capitalization. A.M. Best Co., established in 1899, is the world's oldest and most authoritative insurance rating and information source. For more information, visit A.M. Best's Web site at http://www.ambest.com CONTACT: A.M. BEST, OLDWICK (Public Relations) Jim Peavy Phone: +(1) 908 439 2200, ext. 5644 E-mail: james.peavy@ambest.com or Rachelle Striegel Phone: +(1) 908 439 2200, ext. 5378 E-mail: rachelle.striegel@ambest.com or (Analyst) Jose Sanchez-Crespo Phone: +(44) 20 7626 6264 E-mail: jose.sanchez-crespo@ambest.com ZURICH FINANCIAL: Fitch Positive on Planned Sale of U.S. Units -------------------------------------------------------------- Fitch Ratings, the international ratings agency, said it viewed positively the proposed sale by Zurich Insurance Company (ZIC) of the major part of its Zurich U.S. Life operations to the U.S. banking group Bank One. Fitch understands that the total value paid to or retained by Zurich will be in excess of USD1 billion, including USD500 million of cash received from Bank One. The transaction is likely to close during the third quarter of 2003. ZIC has an Insurer Financial Strength rating of 'A' and a long term rating of 'A-' (A minus) from Fitch. The rating Outlook for these ratings is Positive. Fitch views the proposed sale positively, in terms of its effect on group capital resources since the disposal is expected to lead to a significant release of risk based capital. Together with the recently announced disposal of the group's Dutch life operations and the disposal of Rud Blass, this disposal will make an important contribution towards the objective of achieving a major release of risk-based capital. For 2002, Zurich Life recorded a total gross premium income of USD3.1bn but operating profit fell 37% to USD86m owing to weak investment conditions. The disposal is in line with the group's stated objective to re-focus on core businesses. Businesses excluded from the sale are the variable annuity portfolio and the business of Kemper Life Insurance Co (KILICO ). However, as part of the transaction, a major part of KILICO's business will be reinsured. ZIC is the primary operating entity of the Zurich Financial Services (ZFS) group and also acts as a holding company for many of the insurance operating subsidiaries. The ZFS group has undergone significant restructuring over recent years including the disposal of reinsurance operations in December 2001 as well as the majority of the investment management and part of its banking operations during 2002 and early 2003. This restructuring is continuing with management efforts to focus the group on its core business of insurance and on the key regions of the U.S., U.K., Switzerland, Germany, Italy and Spain. CONTACT: FITCH RATINGS Geoff Mayne, London Phone: +44 (0) 20 7417 4378 Andrew Murray, London Phone: +44 (0) 20 7417 4303 =========================== U N I T E D K I N G D O M =========================== AMULET GROUP: Administration Puts More Than 2,000 Staff Jobless --------------------------------------------------------------- The parent company of Accident Group, one of the U.K.'s best- known personal injury firms, went into administration on Friday putting 2,400 employees in its unit jobless. The Amulet Group administrator PricewaterHouseCoopers, who is currently selling the company's assets, admitted that some employees have been informed of their redundancies through text message. The move met criticisms so that chief executive Mark Langford admitted to U.K.'s Press Association he was "absolutely devastated" with what happened. He ruled out the possibility of such thing happening, had it been under his control; although he conceded in the end the issue all goes down to him as the owner of the company. According to the Financial Times, the employees won't be paid for May. They should make claims for outstanding pay to the Department of Trade and Industry. Claims to the DTI for unpaid wages and pay in lieu of notice are capped at GBP260 per week. About 200 staff will be kept on to process outstanding claims, according to the report. Amulet blamed its collapse on "continual battles with the insurance industry and the sudden failure of a banking partner". But PricewaterHouseCoopers attributed the failure to "lower than expected claims success rate." The Accident Group helped customers receive compensation for injuries suffered in accidents by putting them in touch with solicitors. Its system works such that customers take out an insurance policy to avoid paying the court costs if they lose the case, but if they win, the money will be claimed back from the losing parties' insurers. ASHTEAD GROUP: Enters Into Agreement Regarding Bank Facility ----------------------------------------------------------- Ashtead Group plc announced on Thursday 13 March 2003 that following discovery of an accounting irregularity at its USA subsidiary, Sunbelt Rentals Inc., the Group would be in default of its existing banking agreements from later that day. Today [Monday] the Board is pleased to announce that the accounting investigation at Sunbelt has been concluded and that, following a period of constructive discussions with its senior bank group, all past defaults have been waived and an amended medium term senior debt facility has now been agreed. Conclusion of US accounting investigation The Board reported on 10 March 2003 that it had been advised by the directors of Sunbelt that a senior member of its financial staff, responsible for the preparation of its accounts, had been suspended following his admission that he had failed to reconcile properly certain balance sheet accounts. The detailed forensic review, which was immediately instigated by the Board and undertaken by KPMG on behalf of both the Board and the banking group has now been completed. KPMG has confirmed that the impact relating to the financial year ending 30 April 2003 was GBP2.5m pre-tax as previously reported although, due principally to under-recorded accruals at 30 April 2002, the impact on previous years has risen to GBP9.0m pre-tax. These amounts remain subject to audit. No evidence has been found of personal financial gain by the relevant staff member, Sunbelt's financial controller. The Board has made a series of control enhancements designed to ensure that the situation cannot recur including the adoption of all the recommendations of the independent forensic review. Current trading Inevitably recent events have had an impact on current year trading and certain exceptional costs have been incurred as a result. However, the Board still expects to make a profit before tax, goodwill amortisation and exceptional items in the financial year to 30 April 2003. Medium term capital structure The bank group has agreed total committed senior debt facilities until 28 January 2005 in an initial amount of GBP410m. As part of this agreement all previous defaults have been waived and covenant amendments made to reflect the current trading environment. In addition, arrangements have been made for the continuance of ancillary facilities including the accounts receivable securitisation. The Group has also agreed with Rentokil Initial plc to defer interest payments on its convertible loan note until the existing senior debt facilities have been refinanced. The Board has decided not to pay a dividend to shareholders for the financial year ended 30 April 2003. Dividend payments thereafter will depend upon the completion of a successful refinancing. The Board believes these amended financing arrangements provide the Group with a stable capital structure for the medium term along with an appropriate level of headroom. The Group will generate a significant amount of cash over the next two years and the Board expects to refinance the senior debt facilities well before January 2005. George Burnett, Chief Executive of Ashtead said, "I am pleased that the US accounting investigation is complete and we are once again in a position to move forward with a renewed capital structure. I would like to take this opportunity to thank our employees, customers and suppliers for the support they have shown during this difficult period which is now behind us." CONTACT: ASHTEAD GROUP George Burnett, Chief Executive Phone: 01372 362300 Ian Robson, Finance Director Phone: 01372 362300 TULCHAN COMMUNICATIONS Andrew Grant Phone: 020 7353 4200 David Trenchard Phone: 020 7353 4200 AUSTIN REED: Grandson of Founder Told to Offer Bid or Leave ------------------------------------------------------------ The Takeover Panel has asked Nigel Robertson, the grandson of the founder of Austin Reed, to clarify his intentions for the fashion retail chain, according to the Times. Mr. Robertson was given two weeks to decide whether to submit a bid for the business. He earlier missed the April deadline for the submission of offers, set by Close Brothers, the investment bank advising Austin Reed. But talks between short listed bidders--Richard Thompson, former owner of Jaeger, and the Slater family, owners of the largest mens wear store in Britain--fell off, giving Mr. Robertson the chance to promote his own offer. The board of Austin Reed considered the previous offers as too low. According to the report, Mr. Robertson has been in discussions with Close Brothers in recent weeks and he is attempting to secure about GBP45 million in cash for an offer he has yet to make. He recently appointed Evolution Beeson Gregory as his financial adviser, according to the report. He was also reportedly able to win the backing of either Royal Bank of Scotland or HBOS after talks with WestLB Panmure broke down. Austin Reed and Mr Robertson declined to comment, according to the report. The Sunday Telegraph, meanwhile, reported that Jonathan Rowland, the son of property developer and City financier David Rowland, wants to offer a GBP50-million bid for the business. Rowland's advisers have met major Austin Reed shareholders in an attempt to persuade the management of the retail chain to open talks with Resurge, the AIM-listed vehicle controlled by the Rowland family, according to the report. Shareholders were anxious even more to find a buyer for the retailer after Austin Reed admitted that sales in the 16 weeks from the end of January had plunged 9%. CONTACT: AUSTIN REED GROUP Roger Jennings, Group Chief Executive Phone: 020 7534 7703 Geoff Gibson, Group Finance Director Home Page: http://www.austinreedgroup.co.uk AVIONIC SERVICES: Gives Updates on Contracts Affecting Revenues --------------------------------------------------------------- Contracts Update Avionic Services plc, the air traffic control systems innovator, is pleased to announce that it has received a letter of contract award for the provision of the ATC systems for the new air traffic control tower at Bahrain International Airport. This contract is worth between GBP1.2 million and GBP1.45 million to the Company over the next twelve months. Furthermore the Company has won an additional GBP715,000 of new contracts over the last six months. The contracts include work at Carlisle and Swansea airports as well as part of the upgrade of Grand Turk Airport in the Turks and Caicos Islands in the Caribbean. Work on all three contracts has already started. Avionic is close to finalizing other contracts both within the UK and the Middle East, which should significantly impact on revenues in the coming 12 months. Gareth Rowe, Chief Executive Officer, commented: "With the resolution of the uncertainties in the Gulf region, it appears that the marked reluctance to commit to projects by clients in our target markets, has begun to recede. Whilst the current financial year is proving to be extremely challenging, we are beginning to see an improvement in business which should support our activities in the next financial year to 30 June 2004." On 20 May 2003 the Company announced proposals for a fundraising of up to GBP1.45 million (net of expenses) to provide the Company with additional capital to continue the development of its business. This is to be effected by way of an issue of unsecured convertible loan notes and a placing of ordinary shares each at 2.5p per share. As at 20 May 2003, the Company had secured placing commitments from investors amounting to GBP1.0 million. About Avionic: Avionic provides air traffic control equipment, systems integration services, airfield ground lighting, consultancy services and flight inspection services in the UK and internationally. The Company which was founded in 1992 by ex- employees of Racal Avionics Limited, is now one of the leaders in the niche market of air traffic control technologies and systems integrators for small and medium sized airports world-wide. In the twelve months to 30 June 2002, Avionic's turnover was GBP3.1 million (2001: GBP2.5 million). Loss before taxation was GBP161,192 (2001: GBP240,418 profit before tax). In addition, for the six months to 31 December 2002, turnover was GBP670,566 (2001: GBP1.25m) and loss before taxation was GBP1.05m (2001: GBP0.001m). CONTACT: AVIONIC SERVICES PLC Gareth Rowe, Chief Executive Officer Phone: 020 8975 5225 NOBLE & COMPANY LIMITED Joe Philipsz/Nick Athanas Phone: 0131 225 9677 ROMAN RIVER COMMUNICATIONS Phone: 01206 729 921 BOOTS PLC: To Restructure Top Management in Less Than a Year ------------------------------------------------------------ Boots chief executive Steve Russell will leave the retailer ahead of the company's reporting of its full-year results on Thursday, according to the Financial Times. John McGrath, chairman, will act as chief executive until Richard Baker, Asda's former chief operating officer, returns in September. Afterwards, Mr. McGrath himself will leave his position vacant for Sir Nigel Rudd, deputy chairman of the group, and Howard Dodd, finance director since March last year, will be installed one of the top bosses. The company's results on Thursday is expected to show profits in the range of GBP540 million and GBP550 million, down from the expected GBP575 million to GBP580 million. A dividend of 28.5p is expected to be paid from earnings per share of 45.7p. Boots announced plans to implement cost-cutting program in November, and promised to unload its loss-making Wellbeing unit and outlets in the Netherlands and Italy, at an expected cost of GBP55 million (US$90.6 million). CHRISTIAN SALVESEN: Fry Retires After Six Years as Chairman ----------------------------------------------------------- Christian Salvesen PLC, the European logistics company, announces that Jonathan Fry intends to retire from his position as Chairman. Christian Salvesen PLC, the European logistics company, announces that Jonathan Fry intends to retire from his position as Chairman at the end of September 2003, after six years in the role. Dr David Fish who joined the Christian Salvesen board as a non- executive director in October 2002, will assume the role of Chairman on 1 October 2003. Dr Fish has had a long and distinguished career with Mars Incorporated, the global FMCG group. A new non-executive director will be recruited. CHRISTIAN SALVESEN: Posts Disappointing Performance for 2002 ------------------------------------------------------------ Christian Salvesen announces its financial results for the year to 31 March 2003. Key financials Total turnover up 5% to GBP877m (2002: GBP835m) Profit before tax -- As adjusted, 30% lower at GBP20.1m* (2002: GBP28.9m restated) -- As reported, loss before tax of GBP5.5m (2002: profit of GBP8.5m restated) Earnings per share -- As adjusted, 27% lower at 5.69p* (2002: 7.78p restated) -- As reported, loss per share of 3.09p (2002: earnings per share of 0.71p restated) Continued strong free cashflow**; GBP20.6m generated for the year Recommended final dividend 1.0p, making a total for the year of 3.65p * Before exceptional items and goodwill amortization ** Free cashflow is defined as cash inflow before use of liquid resources, financing, dividends and acquisitions and disposals Operational highlights UK Industrial Division profits were down on last year but performance improved in the second half as a result of restructuring initiatives; GBP30m annualized of new business was won UK Food and Consumer profits held back by facility start-up costs; dedicated contract renewals remain under considerable margin pressure Loss-making German Industrial business sold since year-end Industrial Division in France maintains profits and margins Industrial Division in Spain making progress Robust performance from Food and Consumer businesses in mainland Europe Major contract with Marks & Spencer renewed Edward Roderick, Chief Executive of Christian Salvesen, commented: "This has been a difficult year for Christian Salvesen, but we are now confident that the restructuring is beginning to produce real progress and should result in an improved performance going forward. "In the U.K., economic and trading conditions have remained extremely challenging, with a corresponding effect on both volumes and margins. However, the fundamental review of our two divisions, previously announced, has enabled us to tailor our operations to current market conditions. We have exited insufficiently profitable business, reduced headcount and fleet size and enabled our U.K. businesses to regain much of their competitiveness. Crucially, our U.K. margins at 4%, although reduced, remain in line with the industry average. "We plan to continue the restructuring process with the merger of the two U.K. divisions in order to extract maximum value from our core skills of network transportation and shared-user warehousing. This process is ongoing at this time. "We have sold our German business as a result of the further deterioration in the German economy which severely hampered our actions to turn this loss-making business around. "Our performance elsewhere in Europe has been encouraging and we remain one of the most profitable U.K. logistics companies operating in mainland Europe. Our French industrial business has performed exceptionally well in a slowing economic climate. In Spain, we have returned our industrial business to break-even and we are confident that this business will move into profit in the current financial year. "Our Food and Consumer businesses in mainland Europe have produced excellent results, driven forward by our new pan- European management structure. In Benelux, we have strengthened our position in frozen and chilled food distribution and in France, our improved performance came from close control of costs and strong new business wins. Our joint ventures in Iberia and Italy have both had a very successful year; in Spain the JV is market leader in chilled distribution. "Therefore, whilst the past year's performance has been disappointing, we are confident that we have now grasped the nettle and that the current year will begin to see the benefits of our actions. This progress is in spite of continued difficult trading conditions and the burden of a GBP4.8m increase in the profit and loss account pension charge in the new financial year. "Christian Salvesen remains a cash generative business with high quality assets in our key markets, and a strong reputation amongst our customer base - as witnessed by our rate of new business wins and contract renewals. We are now in a position to concentrate upon leveraging those qualities in order to deliver improved returns to shareholders." A briefing for analysts will be held at 0930 on Monday 2nd June 2003 at the Media Centre, The London Stock Exchange. The presentation will be audio webcast later in the day on http://www.salvesen.com CORDIANT COMMUNICATIONS: Media Group, Rival Interested in Assets ---------------------------------------------------------------- French media group Publicis and WPP Group, one of the world's largest advertising firm, are both interested in launching a bid for advertising group Cordiant Communications. Sir Martin Sorrell, WPP's chief executive, is particularly interested in Cordiant's Cordiant's Asian operations, as well as Healthworld, its health-marketing business, and promotions group 141, the Sunday Telegraph. He is understood to be carrying out detailed due diligence and working on a scheme of arrangement that would acquire the agreement of shareholders and could see it take on an amount of Cordiant's debt. Publicis, who is understood to have been leading in the process, meanwhile, reportedly wants to offer a pre-packaged administration deal. Under the plan, Publicis will acquire Cordiant's subsidiaries from underneath the holding company while creditors accept a percentage of what they are owed following the company's administration. Shareholders, on the other hand, would receive nothing under the plan. Cerberus Capital Management, the U.S. venture capital fund, which now owns a significant amount of Cordiant's loan notes, is also believed likely a potential bidder. He wants to pursue a debt- for-equity restructuring for the company. According to the Telegraph, sources close to the company suggest a deal could be announced as early as this week. Cordiant Communications ran into trouble after losing the Allied Domecq account to a rival. Recently, another large client, B&Q, the Kingfisher-owned DIY chain, is also reportedly making contingency plans. The company stands to exhaust all its current refinancing arrangement by July 15, at which date it should have completed its promised disposals, including PR firm Financial Dynamics, agency network Scholz & Friends, and Australian business George Patterson Bates, in order to meet terms with bankers. No one at Publicis, WPP or Cordiant was available for comment, according to the Telegraph. EQUITABLE LIFE: To Shed Further Part of Property Portfolio ---------------------------------------------------------- Life assurance mutual Equitable Life, which has shed more than GBP500 million of its property portfolio in the last two years, wants to further offer part of its GBP2 billion asset to buyers, according to the Financial Times. "It is no secret in the property world that the Equitable would listen to any offer - although it is not a forced seller," the report quoted the company as saying. The assurer's property portfolio is mainly based in the south east of England and includes the retail development attached to the Royal Opera House in Covent Garden. The group is selling properties and equities and converting these into bonds to meet future liabilities and protect solvency margins. It claims to have been saved from going bust by billions of pounds of bond offering last year. Equitable's spokesman said there was no intention to sell all of the property portfolio. He also declined to comment or confirm future or past transactions. ETHICON LIMITED: Union Leaders Want to Discus Redundancy Plans -------------------------------------------------------------- Union leaders, who are critical of Ethicon's decision to lay off 850 staff without prior consultation, wants to meet with the company's senior executives to discuss the matter, according to the Scotsman. Johnson & Johnson subsidiary, Ethicon Limited, plans to close its 56-year-old factory in Sighthill, Edinburgh, and transfer most of its workforce abroad. The medical equipment firm is meeting employees one to one regarding the move, but regional industrial officer for T&G Scotland, Raymond Wilson said: "I'm still livid about the lack of consultation." "We're pushing for a meeting with the company next week. My main concern ... is how they will implement the compulsory redundancies," he said. He wants to know if the Livingston staff will be able to ask for voluntary redundancy, giving some Sighthill workers the opportunity to transfer to the West Lothian site, according to the report. But Ethicon said its decision is unlikely to be reversed, according to the report. The move, which follows a global cost-cutting program, will see employees being transferred from Edinburg to Ethicon plants in Brazil, Germany and the mainland US As well as Puerto Rico. The group's distribution center in Livingston will shed 30 jobs, but the the manufacturing plant at the site, which employs about 400 workers, will be kept open. HVB GROUP: Citigroup Plans to Acquire Consumer Credit Arm --------------------------------------------------------- Citigroup is understood to have endorsed a bid for Norisbank, the consumer credit business of German bank HypoVereinsbank, according to the Financial Times. HVB, which has incurred losses due to more than EUR2 billion bad loan charges, is selling its profitable consumer credit arm to help the company pick itself up. The sale is expected to generate EUR500 million (US$588 million). It is currently narrowing down bids after receiving offers from 10 overseas and domestic rivals, which includes U.K. banks HSBC and Royal Bank of Scotland. Although HSBC earlier ruled out rescuing a large German bank, the acquisition of the smaller operation of Norisbank, is seen as likely. It is clear, on the other hand, that Royal Bank of Scotland are keen on acquiring operations in Germany basing on its prior purchases. Both U.K. banks refused to comment on Sunday night, according to the report. Germany's Postbank is also known to be interested, as well as BBVA of Spain, although the latter is expected less likely to qualify for the next round of bidding. IZODIA PLC: Orb Estates Gearing Up to Settle Litigation ------------------------------------------------------- Jersey-based Orb Estates is hoping to settle its ongoing dispute with former software group Izodia, after selling 37 Thistle Hotels to Atlantic Hotels for more than GBP700 million. According to the Telegraph, Orb director Gerald Smith said GBP35 million of the consideration has been made available to settle the intercompany indebtedness between Izodia and the Orb Group. The intention is to "settle the litigation", Smith said. He added that the proceeds of the sale would be made to Izodia, although not all in cash. Smith declined to go into details as they are "commercially sensitive", the Telegraph said. Orb, Izodia's major shareholder, was taken to court by the latter over the disappearance of GBP33 million of its funds, the majority of which believed to have been transferred to associate companies of Orb. The Serious Fraud Office raided the investment group last December. Orb has since then denied any wrongdoing. Izodia chairman Rory Macnamara said: "When we receive a proposal from Orb we will look at it very carefully, but we have not received a detailed proposal at this stage." He revealed, however, that there are matters to be resolved in addition to restoring the funds that have disappeared. "These are essentially intercompany balances that we believe are owed back to Izodia," he detailed. CONTACT: IZODIA PLC Rory Macnamara, Chairman Phone: 020 7747 5601 WESTLB PANMURE Tim Linacre Phone: 020 7020 5444 Richard Potts Phone: 020 7020 5121 LOMBARD MEDICAL: Extension of Offer and Level of Acceptances ------------------------------------------------------------ The board of AMT announces that, at 5.30 p.m. on 30 May 2003, being the first closing date of the Offer, valid acceptances under the Offer had been received in respect of a total of 39,614,788 Lombard Shares, representing approximately 73.2 per cent. of the existing issued share capital of Lombard*. Prior to making the Offer, AMT had received irrevocable undertakings to accept the Offer in respect of 28,498,337 Lombard Shares, representing approximately 52.7 percent of the issued share capital of Lombard. Valid acceptances have been received in respect of all the shares subject to these undertakings and are included in the total for valid acceptances. Accordingly, AMT now either owns**, or has received valid acceptances in respect of a total of 39,614,788 Lombard Shares, representing approximately 73.2 percent of the existing issued share capital of Lombard. AMT announced on 27 May 2003 that all conditions to the Offer had been either satisfied or waived and therefore the Offer had as of that date been declared unconditional in all respects. However, the Offer will remain open for acceptances until further notice and at least until 3.00 p.m. on 14 June 2003. Lombard Shareholders who have not yet accepted the Offer should complete and return their Forms of Acceptance to Northern Registrars Limited by post or by hand to Northern House, Woodsome Park, Fenay Bridge, Huddersfield, HD8 0LA as soon as possible. Words and expressions used in this press release shall bear the same respective meanings as defined in the Offer Document sent to Lombard Shareholders, dated 9 May 2003, unless the context otherwise requires. ***** *Includes acceptances received from members of the Concert Party in respect of 20,880,010 Lombard Shares representing approximately 38.6 percent of the existing issued share capital of Lombard. **Prior to the commencement of the Offer Period, AMT and the Concert Party either owned or controlled 20,880,010 Lombard Shares representing approximately 38.6 percent of the existing issued share capital of Lombard. Neither AMT nor the Concert Party has acquired or agreed to acquire any Lombard Shares or rights over Lombard Shares during the Offer Period (otherwise than through the acceptance of the Offer, as described above). Neither AMT, nor any person acting in concert with it, has acquired any Lombard Shares or rights over Lombard Shares during the course of the Offer period (otherwise than through the acceptance of the Offer, as described above). The directors of AMT accept responsibility for the information contained in this announcement, save that the only responsibility accepted by them in respect of the information in this announcement relating to Lombard (which has been compiled from published sources) is to ensure that such information has been correctly and fairly reproduced and presented. Subject as aforesaid, to the best of the knowledge and belief of the directors of AMT (who have taken all reasonable steps to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. British Linen Advisers, which is authorised and regulated in the UK by the Financial Services Authority, is acting as financial adviser to AMT and no one else in connection with the Offer and the other matters described in this announcement and will not be responsible to anyone other than to AMT for providing the protections afforded to customers of British Linen Advisers, nor for providing advice in relation to the Offer or any other matters described in this announcement. CONTACT: AMT Phone: 020 7710 4500 Tony Canning BRITISH LINEN ADVISERS Phone: 020 7710 8800 Richard Davies TAVISTOCK COMMUNICATIONS Phone: 020 7600 2288 David Foxman SMF TECHNOLOGIES: Applies for Removal of Shares From Trading ------------------------------------------------------------ The Board of SMF technologies announce the resignation of Dolmen Securities as the company's sponsor for the Developing Companies Market of the Irish Stock Exchange. As the Company is not in a position to appoint a replacement sponsor, the Company has applied to have its ordinary shares removed from trading on the DCM. A circular is being issued detailing a proposed transaction for shareholder approval. The Directors do not believe that in the absence of a sponsor, the circular can be issued, in compliance with DCM rules, while the company remains quoted on the DCM. The Directors believe that the delay of the circular for the required 20-day notice period for removal from trading would be seriously detrimental to the company and its shareholders and have requested that the Exchange reduce this requirement. In the current financial circumstances of the company (as outlined in the announcement of 23 May 2003) and given these representations, the Exchange has agreed to this request and has agreed to remove the ordinary shares from trading with effect from close of business on June 5th, 2003. The Company's ordinary shares will continue to trade on the Alternative Investment Market of the London Stock Exchange. TELEWEST COMMUNICATIONS: Chairman Expected to Leave Board --------------------------------------------------------- Telewest chairman Cob Stenham would leave the company's board under the operator's massive boardroom shakeup, according to the Observer. Mr. Stenham, who is expected to quit together with all the current non-executives, including Denise Kingsmill, though, will likely continue as deputy chairman or as a consultant to the company, the report says. The move will come as Britain's second-largest cable operator completes its debt-for-equity financing that reportedly could be announced within a fortnight. The company announced in September last year plans to seek refinancing terms with bondholders due to high levels of debt. Under the plan, around GBP3.5 billion of the company's debt is expected to be cancelled, to be replaced by 97% of ordinary shares in a new Telewest - effectively handing control of the company over to bondholders in a debt-for-equity swap. The remaining 3% of Telewest's issued ordinary share capital will be issued to current shareholders. The departure of Mr. Stenham suggests that the long-running speculation of a merger with NTL, Britain's largest cable operator, might be in due next year, according to the online report of Digital Spy. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Shareholders Total Working Equity Assets Capital Ticker (US$MM) (US$MM) (US$MM) ------ ----------- ------ -------- AUSTRIA ------- Libro AG (111) 174 (182) BELGIUM ------- Mobistar SA MOSG (30) 1,039 (61) Real Software REAL (35) 244 (1) CZECH REPUBLIC -------------- Ceskomoravska Kolben & Danek Praha Holding (89) 192 (2,186) DENMARK ------- Elite Shipping (28) 101 19 FRANCE ------ Banque Nationale de Paris Guyane (33) 286 N.A BSN Glasspack (102) 1,151 179 Bull SA BULP (39) 1,151 (17) Centrest Societe de Developpement Regional (131) 252 N.A. Compagnie des Machines Bull (6) 231 (3) Compagnie Francaise de l'Afrique Occidentale (66) 256 21 Cofidur SA (5) 102 19 Dollfus-Mieg & Co. DOLP 0 187 28 European Computer System (110) 682 377 Financiere St. Fiacre (1) 111 33 France Telecom FTE (179) 111,957 (31,035) Grande Paroisse SA (845) 383 107 Immobiliere Hoteliere HOIN (66) 185 (54) Pneumatiques Kleber SA (34) 480 139 Sa des Usines Chausson (231) 249 35 SDR Picardie (135) 413 N.A. Soderag (3) 404 N.A. Sofal SA (305) 6,619 N.A. Spie-Batignolles (16) 5,281 75 Trouvay Cauvin TRCN 0 134 10 GERMANY ------- Brau Und Brunnen AG BBAG (14) 508 (210) Dortmunder Actien-Brauerei DABG (13) 118 (29) Edel Music AG EDLG (66) 153 (159) Eurobike AG EUBG (32) 158 (31) F.A. Guenther & Sohn AG GUSG (8) 111 N.A. Kaufring AG KAUG (19) 151 (51) Nordsee AG (8) 195 (31) ITALY ----- Binda SpA BND (16) 129 (20) Credito Fondiario e Industriale SpA CRF (200) 4,218 N.A. Vemer Siber Group SpA VEM (3) 235 (79) NETHERLANDS ----------- Baan Company N.V. BAAN (8) 609 46 NORWAY ------ Northern Oil ASA NOI (9) 204 (272) Pan Fish ASA PAN (117) 806 259 POLAND ------ Animex SA (1) 108 (86) Exbud Skanska SA EXBUF (9) 315 (330) SPAIN ----- Altos Hornos de Vizcaya SA (116) 283 (278) Santana Motor SA (46) 223 41 Tableros de Fibras SA TFI (43) (2,107) 116 SWITZERLAND ----------- Kaba Holding AG KABZN (64) 516 252 UNITED KINGDOM -------------- Abbot Mead Vickers (2) 102 (16) Alldays Plc ALD (120) 252 (202) Amey Plc AMY (49) 932 (47) Bonded Coach Holiday Group Plc (6) 188 (44) Blenheim Group (153) 1,298 (34) Booker Plc BKRUY (60) 816 (65) Bradstock Group BDK (2) 269 5 Brent Walker Group (1,174) 867 (1,157) British Nuclear Fuels Plc (2,627) 36,359 1,948 British Sky Broadcasting BSY (459) 3,364 (40) British Telecom Group (408) 39,442 732 Compass Group CPG (668) 2,972 (298) Costain Group COST (34) 329 (12) Dawson Holdings DWSN (32) 135 (25) Easynet Group Plc ESY (12) 332 (53) Electrical and Music EMI Industries Group (1,267) 2,731 (1,158) Euromoney Institutional ERM (119) 173 20 Gallaher Group GLH (543) 5,527 68 Gartland Whalley (11) 145 (8) Global Green Tech Group (156) 408 (18) Heath Lambert Fenchurch Group PLC (10) 4,110 (10) HMV Group PLC HMV (606) 664 (133) Imperial Tobacco Group ITY (117) 10,083 (190) Intertek Testing Services ITRK (134) 425 (67) IPC Media Ltd. (685) 254 16 Lambert Fenchurch Group (1) 1,827 (3) Lattice Group (1,290) 12,410 (1,228) Misys PLC MSY (86) 961 (7) Orange PLC ORNGF (594) 2,902 7 Rentokil Initial Plc RTO (1,130) 2,809 (37) Seton Healthcare (11) 157 (0) Saatchi & Saatchi SSI (119) 705 (41) Yell Group PLC (71) 3,137 325 Each Tuesday edition of the TCR-Europe contains a list of companies with insolvent balance sheets based on the latest publicly available balance sheet available to our editors at the time of publication. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. ************** S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Kimberly MacAdam, Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee Gonzales, Editors. Copyright 2003. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *