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/raid1/www/Hosts/bankrupt/TCREUR_Public/030612.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 Thursday, June 12, 2003, Vol. 4, No. 115 Headlines C Z E C H R E P U B L I C VITKOVICE STROJIRENSTVI: Union Protests Job Cuts; Wants CEO Axed F I N L A N D FINNAIR PLC: Warns of Negative Results Due to Weak Demand RADIOLINJA: Concludes Negotiations with Workers Over Layoff Plan F R A N C E ALCATEL: Massive Redundancies Due at Livingston Operations ARIANESPACE: Shareholders Willing to Increase Stake VIVENDI UNIVERSAL: To Sell 28.28 Mln Warrants to USA Interactive G E R M A N Y ALLIANZ AG: Shares Up as Rumors of Dresdner Sale Intensify HEIDELBERGCEMENT: Plans 'Junk Bond' Sale by Month's End RWE UMWELT: Restructuring Measures Include Loss of 750 Employees H U N G A R Y DAM STEEL: Resumes Production with Enough Order Through Q3 N E T H E R L A N D S GETRONICS N.V.: Bondholders Finally Agree to Amend Bond Terms LAURUS N.V.: Belgian Units Attract Local Retailing Giant LAURUS N.V.: Reaches Deal on New Collective Labor Agreement NUMICO N.V.: Reaches Agreement with NBTY on Rexall Sundown Sale NUMICO N.V.: Issuance of New Shares Remote, Say Insiders NUMICO N.V.: Announces Successful Refinancing of Borrowings P O L A N D OPTIMUS SA: Analysts Predict Liquidity Problems by Month's End S W E D E N SCANDINAVIAN AIRLINES: Reaches Collective Agreements with Unions SCANDINAVIAN AIRLINE: Presents May Traffic Figures U N I T E D K I N G D O M AMP LIMITED: Discusses Plans with Aussie Securities Regulator AWG PLC: Bidder Calls Royal Bank of Scotland for Help CHESTERTON INTERNATIONAL: Sees Offer from Phoenix as Last Hope CHRISTIAN SALVESEN: Posts 2003 Report CYBERES PLC: Net Loss Reduced by Half in Six-Month Result COUNTRYWIDE ASSURED: Sees Results to Fall Below Expectations GLAXOSMITHKLINE PLC: Responds to Regulator's Decision on Seroxat HOME CHEF: Joint Administrators Offer Business for Sale INTECHNOLOGY PLC: Narrows Total Operating Loss to GBP6.6 Million LONDON MERCHANT: Pretax Loss for Last Year Cut to Almost Half PIZZAEXPRESS PLC: GondolaExpress Moves Closer to Acquisition POOLE POTTERY: Offers Sought for Business and Assets ROYAL MAIL: Partner Denies Competition Will Adversely Impact Biz SOPHEON PLC: Narrows EBITDA Losses to GBP8.9 Million STIRLING GROUP: Issues Results for Financial Year Ended March TEATHER & GREENWOOD: FY2002 Losses Nearly Doubled WHITEHEAD MANN: Chairman Cautiously Optimistic About Future ********* =========================== C Z E C H R E P U B L I C =========================== VITKOVICE STROJIRENSTVI: Union Protests Job Cuts; Wants CEO Axed ---------------------------------------------------------------- Pavol Drozda, trade union leader at engineering firm Vitkovice Strojirenstvi, says his group plans to suspend the entire production of the plant for 30 to 60 minutes in the last week of June as protest against job cuts in the firm. The management of the largest subsidiary of the Vitkovice group wants to lay off 730 of the firm's 3,250 employees. The figure is on top of the 70 already shed. The management of Vitkovice Strojirenstvi blames the financial woes of the company for the move to trim the workforce, according to Czech Happenings. Some 500 staff expressed their opposition to the move by demonstrating last month. The union called a strike alert on Wednesday. Mr. Drozda said the workers will hold another meeting in front of the Vitkovice headquarters at an unspecified time. Vitkovice Spokeswoman Lenka Hatlapatkova said the company is still unaware of the plan as they are "still in talks with the [union members]." The union wants to stop all organization changes in the firm until it is sold, tentatively by the end of September, as agreed by the shareholders of Vitkovice holding company, and the government, which controls the firm through the National Property Fund. In addition, they also want CEO Jan Skipala axed. Ms. Hatlapatkova said, however, the board of directors of Vitkovice Strojirenstvi and the chief executive officer are acting in line with the collective agreement. The cabinet has also decided that the only things it will consider are the buyer's price and its business plan. ============= F I N L A N D ============= FINNAIR PLC: Warns of Negative Results Due to Weak Demand --------------------------------------------------------- Finnair's result for the second quarter of this year is clearly negative. The main reasons for this are the dramatic downturn in demand and the significant drop in price levels, which are weakening profitability. The continuing uncertainty of the global situation as well as the SARS epidemic afflicting Asia have kept air travel at historically low levels in the past months. Traffic results for May, which will be published on Wednesday, show that passenger numbers have plummeted especially in Asian traffic, which holds a significant position in Finnair's route network. "We have cut capacity on the routes that have suffered the most, but load factors have still continued to weaken significantly in April-May. The effects of the SARS epidemic can also be seen in the second quarter. There is no indication of any kind of relief for the summer season," President and CEO Keijo Suila says. Finnair launched a savings program, which is aiming for EUR160 million in annual savings in the spring. As part of the program, Finnair is cutting 1,200 jobs, the majority of which will be cut during the current year. "A program for immediate savings and structural changes was drawn up before the outbreak of SARS. The need for savings has certainly not decreased in the past months. If there are no new unpleasant surprises, a slow recovery of demand might begin in the autumn. The result for the whole year will nonetheless be negative," Mr. Suila says. CONTACT: FINNAIR PLC Petri Pentti, Chief Financial Officer Phone: +358 9 818 4950 RADIOLINJA: Concludes Negotiations with Workers Over Layoff Plan ---------------------------------------------------------------- Elisa Corporation's subsidiary, Oy Radiolinja Ab, completed the personnel negotiations concerning the whole company on June 9, 2003. The company announced on April 29, 2003 the start of personnel negotiations based on financial, production and business restructuring grounds. The aim of these negotiations was to reduce the number of personnel by 250 man-years, which formed part of an extensive program to enhance operations and cut costs. As a result of the personnel negotiations the number of Radiolinja's employees will decrease by approximately 290 persons due to layoffs and other arrangements such as resignations and terminations of fixed-term employment relationships. A maximum of 120 employees will be given notice. The reductions concern the whole company and all personnel groups. With these measures the company's annual savings will be approximately EUR12 million. At the beginning of the negotiations the number of Radiolinja's personnel was approximately 1,750. Following the decisions made and other personnel arrangements, the total personnel capacity of the Radiolinja Group will be reduced by 250 man-years this year, which also was the original objective of the negotiations. ELISA CORPORATION Jyrki Antikainen Vice President, Communications CONTACT: Pertti Kyttala, President Phone: +358 50 66 950 =========== F R A N C E =========== ALCATEL: Massive Redundancies Due at Livingston Operations ---------------------------------------------------------- At least half of the jobs at the research and development division of Alcatel's Livingston optoelectronics operation are in line for axing, according to The Herald. An unnamed source at the Paris headquarters said Alcatel has advised the staff regarding possible redundancies through a letter. Alcatel inherited the Livingston operation through its acquisition of the Scottish hi-tech star Kymata in July 2001. But in May, Alcatel announced it had agreed to pay U.S. optical equipment firm, Avanex, the bulk of a GBP40 million- deal that allows it to get rid of the loss-making optronics unit and own 28% of Avanex. According to the source, the staffs at Livingston believe the advice could lead to non-voluntary redundancy packages by the end of the month. They reckon that those who had already received the communication will be asked to leave. An Alcatel spokesman confirmed that 62 of the remaining 162 staffs at the Livingston plant will have to go. He, however, did not clarify how many research and development jobs were at stake. "The jobs to go will be mixture of engineering and support jobs. Manufacturing will not be affected," an unnamed spokesman said. Speculations are rife that Avanex, which will take over operations at the end of September, will wind down the plant. Avanex did not return calls attempting to clarify its strategy for the Scottish plant, according to the report. ARIANESPACE: Shareholders Willing to Increase Stake --------------------------------------------------- Other shareholders in Arianespace showed they are ready to increase their holdings in the group after European Aeronautic Defense and Space Company said it is interested in taking a controlling stake at the satellite-launching consortium. Snecma Chairman Jean-Paul Bechat said his company, AB Volvo and Fiat SpA unit FiatAvio are ready to increase their stake to between 20 and 25% after the European Aeronautic Defense and Space Company said it wants to raise its holdings to above 50% from the current 28%. Mr. Bechat referring to their proposed increase told La Tribune business daily: "That would suit us well. The best balance among shareholders is for each to have a holding proportionate to its industrial commitment (in the company)." Arianespace is currently in need of funding to revive the launching of its Ariane 5 rocket and stay afloat amidst fierce competition from U.S. rivals Boeing and Lockheed Martin. The firm's 10-tonne version of Ariane 5 exploded shortly after takeoff in December. The failure prompted the company to say it expects losses of about EUR45 million for last year. VIVENDI UNIVERSAL: To Sell 28.28 Mln Warrants to USA Interactive ---------------------------------------------------------------- Vivendi Universal announced Tuesday that Barry Diller has given Vivendi Universal notice that his designee, USA Interactive [Nasdaq: USAI], has exercised his right of first refusal and will purchase all of the remaining 28.28 million warrants to acquire shares of USA Interactive that Vivendi Universal owns. USA Interactive will purchase 16,187,094 equity warrants at a $32.50 exercise price for a sale price of $14.97 per warrant. USA Interactive will also purchase 12,093,547 equity warrants at a $37.50 exercise price for a sale price of $13.65 per warrant. The total purchase price will be approximately $407.4 million. The closing of this transaction is expected to occur on June 30, 2003. Upon the completion of the transaction, Vivendi Universal will continue to hold, directly or indirectly approximately 56.6 million shares. As a result of its reduced interests in USA Interactive, Vivendi Universal and its affiliates will no longer be subject to the right of first refusal or other transfer restrictions in its Stockholders Agreement with Liberty Media Corporation and Mr. Diller. Under an agreement with USA Interactive, however, Universal Studios Inc. and its affiliates must continue to hold the 56.6 million USA Interactive shares generally free of liens and in special purpose entities until satisfaction of the put or call on the Class B preferred interests in VUE (held by USA Interactive), which can occur no earlier than May 2022. Mr. Diller will continue to hold a proxy on all such USA Interactive shares. In addition, Mr. Diller's broad standstill obligations under the Stockholders Agreement, including his obligation not to acquire Vivendi Universal or any of its subsidiaries, will continue to apply in accordance with the Stockholders Agreement. CONTACT: VIVENDI UNIVERSAL Relations Investisseurs Paris: Daniel Scolan Phone: +33 (0) 1 71 71 32 91 Laurence Daniel Phone: +33 (0) 1 71 71 12 33 New York: Eileen McLaughlin Phone: +(1) 212.572.8961 ============= G E R M A N Y ============= ALLIANZ AG: Shares Up as Rumors of Dresdner Sale Intensify ---------------------------------------------------------- Speculations regarding a possible sale of the loss-making banking arm of Allianz to Bank of America are encouraging the stock market. Shares in Allianz rose more than 7% on Tuesday afternoon after talks on Bank of America's interest on Dresdner bank emerged, Reuters said. "There are more rumors on Bank of America and Allianz and that is moving the share price at the moment," said Metzler Asset Management fund manager Lorenzo Carcano, according to Reuters. Shares in Allianz rose as much as 7.46% to EUR73.45 on the speculation, making it the biggest gainer on the German DAX index, which traded up a more moderate 1.71%, the report said. A spokeswoman at Allianz declined to comment. Allianz recorded a loss amounting to nearly EUR1.2 billion in March, mainly due to a EUR2 billion- operating loss at Dresdner Bank. The affiliate has cut non-personnel costs by 10% and reduced non-guaranteed bonus and performance related pay to restore profitability. 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 AG Jurgen-Ponto-Platz 1 D-60301 Frankfurt/Main, Germany Phone: +49-(0) 69/2 63-0 Fax numbers: General enquiries +49-(0) 69/2 63-48 31 +49-(0) 69/2 63-40 04 HEIDELBERGCEMENT: Plans 'Junk Bond' Sale by Month's End ------------------------------------------------------- HeidelbergCement Spokeswoman Brigitte Fickel said the German company plans to sell about EUR500 million ($585 million) in so-called junk bonds in late June or early July, according to Bloomberg. The bond will be almost as much as the planned bond sale that the company delayed in October, Chief Financial Officer Horst Wolf told Boersen-Zeitung. It stands among the biggest high-yield bond sales in Europe. The offering is aimed at taking advantage of booming demand for low-rated debt and helping the cement maker refinance its borrowings, the report said. Vivendi Universal and chemicals firm Rhodia also rode on this opportunity after losing investment-grade status. S&P cut the cement maker's rating to 'BB+' from 'BBB-' last month because of a decline in cement prices as well as a EUR252 million fine levied by Germany's competition authority for fixing prices. HeidelbergCement said it has EUR645 million of debt maturing in the 12 months from April and EUR1.3 billion coming due in the next 24 months. It plans to reduce debt by EUR500 million this year. Citigroup Inc., Deutsche Bank AG and the Royal Bank of Scotland Plc will manage the bond sale, HeidelbergCement said. RWE UMWELT: Restructuring Measures Include Loss of 750 Employees ---------------------------------------------------------------- The waste disposal and recycling unit of RWE AG will cut 750 jobs in an effort to boost operating profit to EUR142 million in 2005. Bernard Kemper, Head of RWE Umwelt, told German press that the unit is "on probation" and that it is currently implementing restructuring measures to improve profitability by 2005 due to pressures from RWE's new Chairman Harry Roels. German newspapers Financial Times Deutschland and Handelsblatt said, as part of its restructuring, the number of regions which RWE Umwelt is split up into will be reduced to eight from 17, and some 750 jobs of the 14,400 workforce will be lost. RWE Umwelt is also planning to sell non-core businesses with sales of EUR360 million by the end of 2004, Mr. Kemper added. These businesses include the paper factory Hermes and the canal cleaner Mueller. In 2002, RWE's operating profit fell 33% to EUR98 million, while sales rose 4.4% to EUR2.18 billion. This year, sales are expected to fall to EUR2 billion and operating profit to EUR90 million, reports say. A turnaround is not expected until two years from now. By then the company hopes to achieve an operating profit of EUR142 million. ============= H U N G A R Y ============= DAM STEEL: Resumes Production with Enough Order Through Q3 ---------------------------------------------------------- Steel manufacturer DAM Steel Rt has resumed production five months after former parent, Cogne Acciai Speciali, shutdown the factory for being too expensive to keep. A report by the Budapest Business Journal said Janos Kovacs, CEO of DAM's liquidator, Matraholding Rt, restarted the Hungarian steel-maker Saturday with a HUF1.8 billion loan from CIB Bank Rt. DAM CEO Zsuzsa Endredi Marjas confirmed this, saying the company has orders for 27,000 tons of steel products for June and sufficient orders to take it through the third quarter. TCR-Europe previously reported that key to DAM's resuscitation is CIB Bank's agreement to extend another HUF2.5 billion in credits, along with that of state-owned Hungarian Development Bank. CIB is the company's main creditor as well as that of the Italian Cogne Acciai Speciali. In January, Cogne announced that it did not have sufficient capital to operate the factory located in Miskolc, northeast Hungary. Cogne acquired DAM's assets in April 2001 for HUF4.35 billion, but failed to turn a profit forcing it to call in liquidators and give up its investment. In two years under Italian ownership, DAM posted losses of HUF6 billion and amassed some HUF1 billion in debts. Cogne cited the over-billing of energy supplier Emasz Rt as one of its main reasons for shutting down the company. Mr. Kovacs said this dispute is over. In fact, power company Emasz Rt has received a Ft280 million bank guarantee to turn on DAM's power and oil and gas distributor MOL Rt, which needed a HUF100 million bank guarantee to start up services again. The company's filing for bankruptcy in January put 1,500 people jobless in Diosgyor and 3,000 more at DAM's suppliers. ===================== N E T H E R L A N D S ===================== GETRONICS N.V.: Bondholders Finally Agree to Amend Bond Terms ------------------------------------------------------------- Getronics announces that the proposals by a bondholders' group regarding an amendment of the terms of the outstanding subordinated convertible bonds due April 2004 and March 2005, respectively by way of an alteration of rights under the Bonds, have been validly adopted at the respective bondholders meetings, including a waiver of rights, if any, under Article 8.2 (Events of Default). Subsequent to the adoption of the proposed amendments to alter the rights under the Bonds, Getronics has agreed to accept these alterations, as the adoption of the proposal is consistent with its earlier announced Entrepreneurial Solution and helps to further restore stakeholders' confidence. Getronics Vice-Chairman Klaas Wagenaar comments: "This agreement finalizes the financial restructuring of Getronics. We feel encouraged by the confidence the bondholders have given us. This agreement enables us to further focus on restructuring and cost-effectiveness measures in order to re-establish the profitability of the Company." Following the implementation of these amendments, the 2004 and 2005 bondholders will receive a partial early payment of EUR325 million in cash on or about June 30, 2003. The 2004 Bonds and the 2005 Bonds are expected to be traded as one series effective on or about June 30, 2003. ING Investment Banking is acting as financial adviser to Getronics in connection with the proposals to amend the terms of the bonds. ING Bank is to act as Paying Agent for the amended bonds. LAURUS N.V.: Belgian Units Attract Local Retailing Giant -------------------------------------------------------- Delhaize Group, a food retailer headquartered in Belgium, is reportedly interested in acquiring several of the Belgian supermarkets that Dutch Laurus N.V. wants to dispose. The Dutch News Digest cited Delhaize spokesperson C. Alexandre saying that the retailer was interested in stores operating under the Battard and Central Cash banners. Laurus, Netherlands' second-largest supermarket operator next to Royal Ahold, has so far failed to find a buyer for 15 Central Cash stores and 13 Battard stores in Belgium. Plans have been made to close them. Laurus has previously sold off most of its loss-making Belgian operations to discount retailer Colruyt and used the proceeds to reduce long-term loans. Laurus posted a net loss of EUR128 million in 2002. CONTACT: LAURUS N.V. Parallelweg 64, P.O. Box 175 5201 AD Hertogenbosch, The Netherlands Phone: +31-73-622-3622 Fax: +31-73622-3636 Homepage: http://www.laurus.nl/bis/page-1-2.html LAURUS N.V.: Reaches Deal on New Collective Labor Agreement ----------------------------------------------------------- Laurus N.V. announces that, following negotiations with the Belgian union Centrale Nationale des Employes, an agreement-in-principle has been signed concerning a new Collective Labor Agreement. The agreement applies to the 610 employees (350 FTE) of the 28 stores in the Central Cash and Battard chains operated by Laurus in Belgium as well as 40 employees in support services. Laurus has previously said it plans to dispose these stores. Negotiations on their sale are in progress. In accordance with Laurus policy, the agreement reached is aimed at protecting jobs and employees' rights when the sale takes place. The pact is expected to result in the signing of a finalized Collective Labor Agreement within two weeks. NUMICO N.V.: Reaches Agreement with NBTY on Rexall Sundown Sale --------------------------------------------------------------- Royal Numico N.V. announces the sale of Rexall Sundown Inc. to NBTY Inc. for US$250 million in cash. Commenting on the sale, Jan Bennink, CEO of Numico, stated: "We view the sale of Rexall Sundown as an important step in the execution of our strategy to become a high-growth, high-margin specialized nutrition company. With this transaction we divest a significant non-core asset and focus our management attention and resources on Baby Food, Clinical Nutrition and GNC." NBTY Inc. is a leading vertically integrated U.S. manufacturer and distributor of a broad range of high-quality nutritional supplements in the United States and throughout the world. At the end of 2002, NBTY operated 544 Vitamin World and Nutrition Warehouse stores in the U.S. and 468 Holland & Barrett stores in the U.K. and Ireland and recently acquired Numico's GNC franchise in the UK. Rexall Sundown Inc. is a Florida based (Boca Raton) manufacturer of vitamins and other nutritional supplements as well as consumer health products, which are primarily sold through mass merchandisers, drugstores and food stores. Rexall Sundown employs 290 people and generated EUR454 million in sales and EUR23 million in EBITA in 2002. The intended sale will be inclusive of Rexall Sundown's production facilities, warehouses and brands. The transaction is subject to customary regulatory approvals and is expected to be finalized in the third quarter of 2003. Royal Numico N.V. is a leader in specialized nutrition including infant nutrition, clinical nutrition and GNC (nutritional supplements). The company operates in over 100 countries and employs more than 28,500 people (http://ww.numico.com). ***** Numico posted a loss of EUR1.64 billion in 2002, after it was forced to writedown the value of Rexall and General Nutrition Co. stores. It bought GNC for $2.5 billion in 1999. The company, now in debt by about EUR2.1 billion, is currently trying to sell the operation. NUMICO N.V.: Issuance of New Shares Remote, Say Insiders -------------------------------------------------------- The chances for debt-laden Dutch food group Numico N.V. to issue new shares under its planned refinancing is "very slight," company executives said during a conference call on Tuesday, according to Reuters. The company is currently focusing on its baby-food and clinical nutrition businesses as well as its U.S. food supplement business GNC. Numico has not decided yet whether to sell GNC but it already invited informal bids from potential buyers to see how much it would get from the unit. In November, CEO Jan Bennink said the unit would be sold off if it failed to perform profitably within 18 months. During the conference call Mr. Bennink said Numico had "very clearly" received expressions of interest in the troubled U.S. dietary supplement unit. NUMICO N.V.: Announces Successful Refinancing of Borrowings ----------------------------------------------------------- Royal Numico N.V. on Wednesday announces that it has arranged a fully underwritten unsecured bank facility of EUR1.25 billion with a group of international banks. As part of this new overall financing package, Numico launched Wednesday a subordinated convertible bond of at least EUR300 million. This will enable Numico to repay all current outstanding senior debt and the 2004 and 2005 convertible bonds by or at their respective maturity dates. Jan Bennink, CEO of Numico: "With the refinancing we have successfully resolved the key financial management issue which has faced our company. It creates the optimal environment for Numico to focus on its core cash generators: Baby Food and Clinical Nutrition, and to secure the turnaround at GNC. This will allow us to achieve our strategic mission to become a high-growth, high-margin specialized nutrition company. It also underlines the confidence that our banking partners have in the health and prospects of Numico." The bank facility consists of an unsecured senior revolving credit facility of EUR1.25 billion with a 1.875% margin over EURIBOR and maturing at December 31, 2006. The subordinated convertible bond amounts to EUR300 million with an option on behalf of the underwriters to increase the issue size by EUR45 million and will have a seven-year maturity. The proceeds of the financing package will be used for general purposes and the repayment of all current outstanding senior debt and convertible bonds by or at their respective maturity dates in 2004 and 2005. The subordinated convertible bond will be offered to institutional investors only. Application will be made to list the subordinated convertible bond on Euronext Amsterdam. It is expected that listing will occur within four weeks after 11 June 2003. Within that period, Numico will publish an offering circular in order to meet the listing requirements. The subordinated convertible bonds will be issued to institutional investors at or about the time they are admitted to listing. The coupon is expected to be within the 3% to 3.5% range and the conversion premium within the 55% to 60% range. Royal Numico N.V. is a leader in specialized nutrition including infant nutrition, clinical nutrition and GNC (nutritional supplements). The company operates in over 100 countries and employs more than 28,500 people (http://www.numico.com). =========== P O L A N D =========== OPTIMUS SA: Analysts Predict Liquidity Problems by Month's End -------------------------------------------------------------- Optimus SA, Poland's largest computer manufacturer, stands to face financial liquidity problems, said Warsaw Business Journal, citing analysts at the Bank Przemyslowo Handlowy and Powszechny Bank Kredytowy. Bank Przemyslowo analysts pointed to the PLN20 million loan that the computer supplier has to pay back to the bank by the end of the month, its poor financial results, and the capital reserves of PLN28 million needed for its tax liabilities. Optimus, one of the oldest domestic computer manufacturers in the country, recorded a net loss of PLN65 million last year. Its revenues have also continued to fall. Even its auditor announced that the company might soon be unable to continue its operations, the report added. But Optimus President Andrzej Widerszpil denied the reports, saying: "There is no such threat. The management is currently working to improve the situation." Bank Przemyslowo is a part of the HypoVereinsbank Group, one of the largest German investors in Poland. CONTACT: OPTIMUS SA ul. Nawojowska 118 33-300 Nowy Sacz Phone: 18 444 05 00 Fax: 18 443 71 85 BPH PBK SA 25A Towarowa St. 00-958 Warszawa Phone: (+48 22) 5318000 E-mail: bzkm@bphpbk.pl =========== S W E D E N =========== SCANDINAVIAN AIRLINES: Reaches Collective Agreements with Unions ---------------------------------------------------------------- Scandinavian Airlines Systems has reached agreement with the Swedish cabin unions and the Danish cabin union regarding collective agreements for 2003. The agreements, required to complete the implementation of Plan C, include the possibility of increased productivity per employee, as well as wage freeze during 2003. The rules regarding 3-2-2 crewing on Scandinavian Airlines' intercontinental routes will cease to apply from March 1, 2004. A successive transition solution will be employed, meaning that Scandinavian Airlines will man its intercontinental routes on the basis of needs and prevailing production conditions. "I am satisfied that, after long and often intensive negotiations, we now have collective agreements with two of the three countries' cabin unions," says Soren Belin, Executive Vice President & COO Scandinavian Airlines. SCANDINAVIAN AIRLINE: Presents May Traffic Figures of Group ----------------------------------------------------------- Scandinavian Airline released this week a performance update for May. These are the highlights: (a) The Scandinavian Airline Systems Group transported a total of 2.7 million passengers in May 2003 vs. 2.9 million in 2002, a decrease of 7,8%. (b) Total traffic (RPK) decreased by 4,8%. (c) Overall group passenger load factor decreased by 3.1 p.u. to 61.9% for May 2003. Market trends and yield development The traffic development in May was affected by weak economies and generally weak demand for air travel. Passenger load factor to/from North America has improved and forward bookings for summer season are improving, but from a low level. Traffic in Spanair and Braathens developed well, up 9.4% and 16.5% respectively in May. Indications of passenger yield development in May show pressure on yields for Scandinavian Airlines as a result of negative mix, campaigns and new market initiatives. Yield (unit revenues) for March and April (reported with one month delay) 2003 was down 12% vs. March/April 2002. It must be noted that the yield is also significantly affected by more capacity on intercontinental routes with lower yields. Yields on the European routes were down 12% in March/ April, partly affected by the introduction of the new low fare initiative Snowflake. The overall yield development in March/April is in line with the figures reported for the previous months when adjusted for the Easter effects and new product initiatives. Forceful cost measures are initiated to offset the negative development in passenger volumes and yield. Since the end of the Iraq war, booking has recovered particularly to/from the U.S., but from low levels. Due to the situation with continued weak economies and the general uncertainties, the outlook remains cautious. =========================== U N I T E D K I N G D O M =========================== AMP LIMITED: Discusses Plans with Aussie Securities Regulator ------------------------------------------------------------- AMP held discussions with the Australian Securities & Investment Commission regarding the progress of its proposed demerger and its current Share Purchase Plan. Chairman Peter Wilcox said that at a meeting Tuesday with ASIC Chairman David Knott, which included AMP CEO Andrew Mohl, confirmation had been provided that all material information in relation to the SPP had been disclosed to the market. "We recognize the Australian Securities & Investment Commission 's responsibility to ensure a fully informed market, particularly given the SPP underway," Mr. Wilcox said. "ASIC has acknowledged that important issues of detail about the demerger remain to be resolved and that AMP has provided as much information as it can to shareholders at this stage. "Our discussion with ASIC have been constructive and we expect further discussions with all regulators to take place as details become available." The SPP offers eligible shareholders the opportunity to subscribe for up to AU$5,000 worth of shares. Ordinary shares under the SPP will be offered at the lower price of: (a) AU$5.50 (the price at which institutional investors subscribed for shares under a recent institutional placement); or (b) A 5% discount to the average market price of AMP shares calculated over a 15 day trading period after the close of the offer. The offer closes on Friday, June 13, 2003. CONTACT: AMP LIMITED Level24, 33 Alfred Street Sydney NSW 2000 Australia ABN 49 079 354 519 Mark O'Brien, Investor Relations Phone: 9257 7053 AWG PLC: Bidder Calls Royal Bank of Scotland for Help ----------------------------------------------------- Bream Investments, the bidder for former water group AWG Plc, is reportedly orchestrating a plan to rescue the deal at the expense of the interest of its main banker. The consortium, which offered up to GBP1 billion for the former Anglican Water Group, is believed to have asked for help from Royal Bank of Scotland Group, according to AFX. Robin Saunders, the main banker to the Bream consortium, is thought to be struggling to arrange about GBP800 million of debt needed to fund the transaction. The move could help the consortium, but it would substantially dilute the involvement of Mr. Saunders, head of the principal finance division of WestLB, according to the report. AWG's advisers, Citigroup Global Markets Limited and Dresdner Kleinwort WassersteinBream, gave Bream until noon of June 18 to submit his bid. The transaction was expected to be eased by the departure of its long-time chief executive Chris Mellor, who stands in the way of the board's plan to break the group up. CHESTERTON INTERNATIONAL: Sees Offer from Phoenix as Last Hope -------------------------------------------------------------- On June 6, 2003, Phoenix Acquisitions Limited announced that, as of 3 p.m. on June 5, 2003, acceptances of its offer for the Company had been received in respect of approximately 61.79% of the Company's issued share capital. The offer from Phoenix Acquisitions Limited remains the only offer available to shareholders. Chesterton is not aware of any actual or potential competing proposal for the Company. Mr. List and Mr. Backs have confirmed that they are not interested in any competing proposal for the Company. Since the Offer was first announced on April 17, 2003, over seven weeks ago, no competing offer has emerged and the majority of the Board considers it highly unlikely that one will do so. As a result, the majority of the Board continues to urge shareholders to accept the Offer. In the offer document issued on May 1, 2003 in connection with the Offer, Chesterton referred to lower activity in the commercial and residential markets since the start of the year compared to the equivalent time last year and further weakening in its core markets, particularly in London residential sales, since the announcement of its interim results on March 27, 2003. Since May 1, 2003, the seasonal increase in activity that Chesterton has experienced in the residential market in prior years has not materialized. Conditions also remain uncertain in the commercial markets. This will adversely impact the Company's financial performance for the year ending June 30, 2003. The current uncertainty is damaging the Company. The majority of the Board strongly urges shareholders to accept the Offer now. CONTACT: CHESTERTON Phone: 020 7457 2345 Peter Brooks, Chairman CLOSE BROTHERS CORPORATE FINANCE Phone: 020 7655 3100 Peter Alcaraz GAVIN ANDERSON Phone: 020 7554 1400 Howard Lee Lindsey Harrison CHRISTIAN SALVESEN: Posts 2003 Report ------------------------------------- Christian Salvesen PLC advises that the following documents have been submitted for publication through the Document Viewing Facility of the UK Listing Authority in accordance with rule 9.31: Report & Accounts 2003, which contains the Notice convening the AGM on July 9, 2003 and Proxy Form. These documents will shortly be available via the UKLA's Document Viewing Facility, situated at Financial Services Authority, The North Colonnade, Canary Wharf, London E14 5HS. Submitted by E H D PEPPIATT Company Secretary Tel: 01604 662600 Date: 10 June 2003 CYBERES PLC: Net Loss Reduced by Half in Six-Month Result --------------------------------------------------------- Cyberes Plc released earlier this week its interim results for the six months ended March 31, 2003. These are the highlights: (a) Gross booked revenue up 21% to GBP10.16 million (March 31, 2002, GBP8.41 million) (b) Turnover up 38% to GBP7.08 million (March 31, 2002, GBP5.13 million) (c) Gross margin increased to 6.1% (March 31, 2002, 4.7%) (d) Net loss reduced to GBP0.63 million (March 31, 2002, GBP1.22 million) (e) Active customers during March were 295 (March 2002, 306) as focus on margins sees less profitable tail shortened (f) Cyberes Technology Services launched Cyberes Sweden in April 2003 Ian McNeill, Cyberes' Chairman said: "It has been another challenging period for the travel industry punctuated by the build up to and then conflict in Iraq and the SARS outbreak. This has led to a well-documented drop off in travel as uncertainty has reigned in the mind of customers. "Against this turbulent market, Cyberes has once again lifted its turnover, gained market share, improved its margins and halved losses. "It is clear that the Cyberes technology platform is a winner and when some normality in trading conditions returns then the target of profitability is achievable. "However, customer confidence remains fragile and until this begins to improve, achieving substantive revenue growth will be challenging." To See Full Financial Results: http://bankrupt.com/misc/Cyberes.htm CONTACT: CYBERES PLC Tariq Malik, Chief Executive Officer Phone: 01423 857 420 Bell Pottinger Financial Matthew Moth/Miles Bake Phone: 020 7861 3232 COUNTRYWIDE ASSURED: Sees Results to Fall Below Expectations ------------------------------------------------------------ The Directors of Countrywide Assured Group plc reviewed Tuesday the outlook for the Group for the remainder of the year in the context of current consensus forecasts. We now believe the results for the year will be significantly below this consensus. This view has been formed in the light of: continued weakness in the demand for second-hand houses; and a further deterioration in the prospects for the Life Company, due to a continuing high level of policy lapses and complaints, over and above previous expectations. Other divisions of the Group, Financial Products, Surveying and Valuation, and Conveyancing, continue to perform in line with expectations, assisted, in part, by strong re-mortgaging activity. The development of the Group's new ventures in Spain, and for re-mortgage conveyancing are proceeding accordingly to plan, but the set up costs of each will impact on this year's results. GLAXOSMITHKLINE PLC: Responds to Regulator's Decision on Seroxat ---------------------------------------------------------------- Following a review of new data supplied by GlaxoSmithKline, the UK's Medicines and Healthcare products Regulatory Agency has decided to recommend that Seroxat should not be used for children and teenagers under 18 years suffering from major depression. GSK supports the MHRA advice that patients in this age group being treated with Seroxat should not stop treatment without first consulting their doctor. Dr. Alastair Benbow, Head of European Psychiatry for GlaxoSmithKline, commented: "Today's decision by the Medicines and Healthcare products Regulatory Agency is solely concerned with the treatment of children and teenagers under 18 years with Major Depressive Disorder. It is not related to the use of Seroxat by adults, where this treatment has proven effective and has helped millions of people around the world to lead fuller and more productive lives. "Suicide is a well-recognized and all too often tragic outcome of depression, and is one of the most common causes of death among young people. Depression is the most important cause of suicide, suicidal ideation and suicide attempts. There is no compelling evidence that Seroxat causes suicide and indeed, the adult clinical trial database does not demonstrate that Seroxat causes suicide, suicidal thinking or suicide attempts. "In our pediatric trials, which included over 1,000 patients treated with paroxetine, not a single person committed suicide. However, in our pediatric trials for patients with depression we have seen a difference between Seroxat and placebo in terms of suicidal thinking or attempts, particularly in adolescents. "While we believe that today's move will inevitably limit the choices available to doctors treating children and teenagers under 18 years with Major Depressive Disorder, and the conclusions we draw from the data differ, we recognize the Medicines and Healthcare products Regulatory Agency's decision for UK pediatric patients and we will work with them to implement the changes as soon as possible." Seroxat is a trademark. Currently there are no antidepressants in the UK with a pediatric license and GlaxoSmithKline does not recommend Seroxat for use in children and teenagers under 18 years. Less than 1% of all prescriptions for Seroxat in the UK are used in children. CONTACT: GLAXOSMITHKLINE PLC European Analyst/Investor Duncan Learmouth Phone: 020 8047 5540 Philip Thomson Phone: 020 8047 5543 Anita Kidgell Phone: 020 8047 5542 HOME CHEF: Joint Administrators Offer Business for Sale ------------------------------------------------------- Joint Administrators, Kirnkumar Mistry and John Harlow, of HKM Harlow Khandhia Mistry have offered for sale North West Manufacturer of Sponge and Biscuit Bases. Key features include: (a) Turnover circa GBP3 million (b) Established customer base, supplying own land products to high street retailers (c) Dedicated workforce (approx 90 employees) (d) Tailor made and internally developed plant & machinery For further information and a sales pack contact Lynda Breen at the following address: ACCOUNTANCY INSOLVENCY CORPORATE FINANCE HKM, The Old Mill 9 Soar Lane, Leicester LE3 5DE, UK DX: 711931 Leicester 5 Phone: 0116 242 5100 Fax: 0116 242 52013 E-mail: lyndab@hkm.co.uk Homepage: http://www.hkm.co.uk INTECHNOLOGY PLC: Narrows Total Operating Loss to GBP6.6 Million ---------------------------------------------------------------- InTechnology plc, the UK's leading provider of data storage solutions and services, announces preliminary results for the year ended March 31, 2003. These are the highlights: (a) Turnover marginally lower at GBP156.9 million (2002: GBP158.1 million) (b) Turnover from Storage Solutions and Services Division of GBP148.7 million (2002: GBP154 million) (c) Turnover from Managed Data Services (MDS) Division increased to GBP8.2 million (2002: GBP4.1 million) (d) MDS cumulative contract reached GBP40 million (2002: GBP22 million), which will generate GBP10.5 million of recurring revenue per annum (2002: GBP6.9m) (e) Gross profit increased to GBP23.3 million (2002: GBP22.3 million) resulting in gross margin of 14.8% (2002: 14.1%) (f) Total operating loss of GBP6.6 million (2002: GBP82.7 million) (g) Operating loss before amortization of goodwill and exceptional items of GBP0.9 million (2002: GBP0.8 million) (h) EBITDA pre-exceptional items increased to GBP3.9 million (2002: GBP2.8 million) (i) Balance sheet remains strong with cash reserves of GBP18.2 million (2002: GBP23.3 million) and net cash of GBP10.0 million (2002: GBP13.7 million) Operational highlights: (a) Volume of data storage products sold has increased, although prices have continued to decline during the second half; increased market share (b) Successful ongoing cost control, including closure of loss- making German subsidiary (c) Experiencing higher levels of activity within the Managed Data Services Division compared to six months ago; significant new customer wins in the public and private sectors including Harvey Nichols, The Department for Transport, Scottish Enterprise and WS Atkins (d) Benefits of the UK-wide high bandwidth communications network are beginning to be felt (e) Pilot program for a long-term data storage service progressing well (f) Proposed acquisition of Allasso adds European distribution and access to expanding security market Commenting on the results, Charles Cameron, CEO of InTechnology said: "These results are a reflection of InTechnology's ability to maximize its performance and increase profitability at a time of intense industry pricing pressure. We continue to generate cash from operating activities, our Managed Data Services Division is attracting an increasing volume of high quality customers and, with the pending acquisition of Allasso, we look forward to resuming top line growth." InTechnology plc are experts in data storage, data management and the protection of business critical information and are widely acknowledged by the UK IT community as being the market leader in this field. In close partnership with major storage suppliers such as HP, IBM, Sun, Veritas, Tivoli and CA, InTechnology's Storage Solutions and Services Division has delivered over GBP1 billion worth of data storage solutions to businesses in the UK and other European countries. InTechnology also offers its clients a unique range of Managed Data Services. Through this service, clients know that the security and integrity of their data is assured with daily backups and that their files can be retrieved at will. Using InTechnology's VBAK line of services, clients can send their data to a secure, offsite facility using InTechnology's own, purpose built, data centres. In February 2003, InTechnology added a new high-speed network infrastructure to its Managed Data Services offering, thereby enabling customers to benefit from access to a wider range of services, such as Internet access and hosting. To See Full Financial Results: http://bankrupt.com/misc/Intechnology.htm CONTACT: INTECHNOLOGY PLC Phone: 020 7786 3400 Charles Cameron/Andrew Kaberry FINANCIAL DYNAMICS Phone: 020 7831 3113 James Melville-Ross/Juliet Clarke LONDON MERCHANT: Pretax Loss for Last Year Cut to Almost Half ------------------------------------------------------------- An increase in net rental income of London Merchant Securities Plc enabled the company to cut its pretax loss in the year to March 31, 2003 to GBP15.8 million from GBP36.1 million a year earlier. London Merchant's net rental income was up by 10.5% to GBP56.6 million from GBP51.2 million in 2002, according to the company's financial results. The group's net asset at the end of the year was down 8.6% on year to GBP712.1 million due to provisions in the investment division. Its balance sheet remains strong with GBP77.8 million of cash and net debt of GBP262.5 million. The report also disclosed the resolution of London Merchant's board not to pursue share buybacks to avoid increasing its gearing, and maintain its present dividend policy. The board considers its 36.9% gearing to be a source of strength and flexibility in these difficult times. The board also believes there yet some real opportunities for adding value within and around core property holdings, and that buying in shares would reduce the free float and increase illiquidity. The board recommends the payment of a 4.3 pence dividend per ordinary share for the year under review, making a total of 6.3 pence for the year. The total was 6.2 pence in the previous year. Chairman Graham Greene assured the group's property portfolio is well positioned for further growth, although Chief executive Robert Rayne warns that the board expects the difficult times to persist for a further period. He added: "With the additions to management, the strong balance sheet and the underlying asset base, the board remains committed to its strategy for delivering long-term enhancement of shareholder returns." PIZZAEXPRESS PLC: GondolaExpress Moves Closer to Acquisition ------------------------------------------------------------ GondolaExpress obtained the backing of nearly 74% of PizzaExpress' shareholders, encouraging conclusions that its acquisition of the struggling pizza chain is already in the final stage. Analysts have commented that the offer could be seen as a "done deal," according to the Times. But GondolaExpress has extended its offer for a further seven days to allow the remaining PizzaExpress investors more time to accept its GBP278 million bid. One analyst interviewed by The Times said: "It isn't in any existing or remaining shareholders' interest for the deal not to go through." At this stage, it is unlikely that Luke Johnson, the former chairman of PizzaExpress who tried to buy the company for GBP263 million, or any other bidder will try to disrupt the deal, The Times added. GondolaExpress is the bidding vehicle used by the Nando's chicken chain for its agreed takeover of the pizza chain. The offer was made with the backing of Capricorn Ventures International and TDR Capital. Bank of Scotland, part of the HBOS GROUP, has secured debt funding. PizzaExpress admitted having tough trading following a slump in tourism and downturn in the economy. It posted a year of dwindling sales and falling share value. It put the business up for sale after receiving an approach from Mr. Osmond in November. CONTACT: PIZZAEXPRESS PLC 1 Union Business Park Florence Way Uxbridge UB8 2LS Contacts: Nigel Colne, Chairman David Page, Chief Executive Paul Campbell, Group Finance Director Phone: 01895 618618 Sue Pemberton, Citigate Dewe Rogerson Phone: 020 7638 9571 POOLE POTTERY: Offers Sought for Business and Assets ---------------------------------------------------- By Order of the Joint Administrators of Poole Pottery Limited K D Goodman and S D Swaden FCA POOLE POTTERY Brand leading ceramic & giftware manufacturer -- World-renowned pottery established 130 years ago -- GBP3.365 million turnover in year ended 30 June 2002 -- Newly established leasehold pottery and office premises in Poole -- Subsidiary company operating Poole Quayside retail outlet Offers are sought for the business and assets of the Company to include all stock, plant and machinery, name, goodwill, design book etc. CONTACT: Michael Temple Leonard Curtis & Co One Great Cumberland Place, London W1H 7LW Phone: 020 7535 7000 Fax: 020 7723 6059 E-mail: mt@leonardcurtis.co.uk ROYAL MAIL: Partner Denies Competition Will Adversely Impact Biz ---------------------------------------------------------------- Pitney Bowes, a commercial partner of Royal Mail, played down the courier's claim that it is being endangered by the introduction of competition, according to the Financial Times. The company, which handles 20% of UK mail sent each day, sees the possibility of the mail operator losing a significant market share to rivals in the next three years as unlikely. Patrick Keddy, president of Pitney Bowes' global mailing systems Europe, said: "Deregulation has had little practical effect on the volume of mail handled by rivals." In January, postal regulator Postcomm initiated the deregulation by allowing national mail operators to exclusively handle items weighing less than 100 grams. The limit will be reduced in 2006, and will ultimately disappear in 2009. Rival operators were allowed to compete with Royal Mail within the restricted area through a license, granted mainly for bulk mail. Pitney Bowes said Royal Mail might even benefit from the introduction of competition and mail markets because the UK market is expanding, and the deregulation could help it and rivals increase the size of their markets. Royal Mail chairman Allan Leighton said earlier the introduction of "too much competition too fast" is getting in the way of the firm's three-year restructuring plan. Royal Mail plans to cut GBP1.4 billion of costs to turn the company around. While agreeing that the deregulation had been introduced faster in the UK than in many other European countries, Mr. Keddy said that even in areas where competition had been introduced ahead -- in Sweden, the Netherlands, and Germany -- ex-monopolies such as Deutsche Post, in Germany, and TPG, in the Netherlands, still held more than 90% of the mail market, according to the report. "TPG and Deutsche Post can operate in the UK's reserved area but the reverse is not true at present," he said, adding though that the impact on Royal Mail's business would be minimal. SOPHEON PLC: Narrows EBITDA Losses to GBP8.9 Million ---------------------------------------------------- Sopheon plc, the international provider of software and services that improve the financial return from innovation and product development investments, announces its preliminary unaudited results for the year to December 31, 2002 and provides an update and outlook for 2003. Sopheon shares are traded on AIM in London and on the Euronext Amsterdam. Highlights: (a) Revenue for the year was GBP12.4 million (2001: GBP14.0 million). (b) EBITDA losses for the year were GBP8.9 million (2001: loss of GBP11.8 million) (c) Year-end gross cash resources were GBP3.4 million (2001: GBP13.3 million) (d) Further progress for Accolade, Sopheon's flagship software solution for product development. Version 4.0 was released, and by the end of the year a total of 34 transactions across 28 clients had been achieved since launch, up from 4 in 2001. (e) Further 10 transactions were concluded for Accolade in Q1 of 2003. Sopheon was recognized by Gartner Group as a significant vendor in the product lifecycle management (PLM) market. (g) The cost base was reduced by 35% during 2002, with headcount down to 184 coming into 2003 compared to 264 entering 2002. Continued pressure on working capital and trading has led the board to implement further measures, to refine operations and strengthen balance sheet in the short term. (h) The restructuring is focused on the sale of the North American Information Management (IM) division, which is progressing well and is expected to complete, subject to certain conditions, by mid July 2003. German operations are also under review. Sopheon's Chairman, Barry Mence said: "A successful sale of our IM business will raise additional finances and allow us to contain global operations in a difficult market. The board believes that this will enable us to continue our strategies for becoming a leading supplier of software and services that improve the financial return from innovation and product development investments. A successful conclusion to these actions will also allow us to sustain our international profile and sharpen our focus on our growing software business." Sopheon (LSE:SPE) is an international provider of software tools, experts and content that help organizations improve the business impact of product development. Sopheon enables clients to achieve higher, faster return on innovation and product development investments through technology and human-based decision support. The company's products and services include its flagship Accolade(R) product development system and Knowledge Network (formerly Organik(R)) expertise-sharing software. Sopheon is listed on the AIM market of the London Stock Exchange and on the Euronext in the Netherlands. For more information, visit http://www.sopheon.com To See Full Financial Results: http://bankrupt.com/misc/Sopheon.htm CONTACT: SOPHEON PLC Barry Mence, Chairman Phone: + 44 (0) 1483 883 000 Arif Karimjee, Chief Financial Offer HANSARD COMMUNICATIONS Adam Reynolds Phone: + 44 (0) 207 245 1100 Andrew Tan Phone: + 44 (0) 7957 203 685 CITIGATE FIRST FINANCIAL Barbara Jansen Phone: + 31 (0) 205 754 010 STIRLING GROUP: Issues Results for Financial Year Ended March ------------------------------------------------------------- The Stirling Group released this statement from the Chairman earlier this week, along with the results for the financial year ended March: "The Group has achieved much this year in the face of a number of challenges. In order to protect the margins in our core business we clearly needed to accelerate the planned movement of production offshore and consequently closed seven factories in the year. We now source 80% of our requirement from overseas. "In Tamarind, our international sourcing business, we have moved rapidly to Northern China in order to remain competitive and now trade with authority from our developing Shanghai office whilst maintaining our traditional Hong Kong base. "In spite of these fundamental changes, trading for the year produced an operating profit before exceptional costs of GBP5.9 million (2002 GBP6.5 million), on turnover, up 6.5% on last year, of GBP168 million (2002 GBP157.8 million). Average debt balances increased during the year due to the cash costs and stock implications of the restructuring program and the investment in brands, resulting in interest charges of GBP0.9 million (2002 GBP0.5 million). The exceptional costs incurred through our restructuring program were GBP4.9 million (2002 GBP0.8 million)." Dividend "In considering the final dividend we have had to take into account a number of factors. There has been a considerable cash outlay in advancing our program of factory closures. While successful, the cost of doing so has absorbed the major portion of this year's profit, which would otherwise have been available for distribution. In addition we have to make further investment in our brand business, which has not yet made a cash contribution. Taking all these factors into account the directors have decided to recommend a final dividend of 1.07p per share making a total for the year of 1.75p per share compared with 2.5p per share last year. We hope that the changes made to our core business this year will enable us to revert to a progressive dividend policy in future. The final dividend will be paid on 1 October 2003 to shareholders on the register at September 12, 2003." Pension "The Group closed its Final Salary Scheme to new members in 1997. Last year further action was taken to mitigate the Group's exposure to increased future costs due to the fall in value of the Scheme's assets and other factors by capping the pensionable salaries of existing members of the scheme at their March 2002 levels. Despite this a further decline in the value of the scheme's investments has increased the deficit at 31 March 2003. As a result, the Group is required to make an additional annual contribution of GBP400,000 in each of the next three years in order to meet the minimum funding requirements as laid down by the relevant pensions legislation. You should also be aware that under the provisions of the relevant accounting standard, FRS17, the shortfall arising in the scheme must be reported upon using prescribed criteria resulting in a liability that has increased to GBP4.8m from GBP3.6m last year. Full adoption of FRS17 has been deferred until 2005 when companies will be required to reflect any final salary pension scheme deficits in their balance sheet." Review of Operations "Once again the resilience of our Marks & Spencer business and Tamarind is reflected in the results they achieved. "Despite a difficult market, both were slightly ahead of plan in terms of sales and operating profit. These businesses undertook major restructuring in order to maintain their profitability in the long term. "In the UK we announced further closures of factories during the year and this has resulted in a significant exceptional cost of GBP4.9m comprising GBP3.5m of cash expenditure and GBP1.4m of asset write downs. We achieved this major restructuring without any significant adverse effect on our operational performance due to the work of our management team in fostering and developing close working arrangements with our overseas suppliers, which helped us to maintain the high standards of quality and reliability throughout. The main trading cost to us was the carrying of abnormally high stocks during this period of major transition. We could not let our major customer down either on quality or on delivery and therefore decided to invest in higher levels of stock to ensure a smooth transition as we moved the UK operations overseas. By the year end our stock returned to optimum levels and stock and working capital continue to be among our major focuses. "At the same time and in order to remain competitive Tamarind has continued to relocate functions and contracts to its Shanghai office. "Shanghai now processes over 50% of the output of Tamarind and provides a competitive base for price negotiation with our international customer base. The impact of SARS in the Far East is of concern, although it has had little impact on the 2003 results. The business has made significant contingency plans in order to minimize any impact on this year's results. The ability to process orders through Shanghai has helped cushion the blow as Hong Kong and Southern China took the brunt of the health scares. Our office in Hong Kong remains open although contact with our customers and their buying teams is becoming increasingly difficult. We have therefore made plans to relocate key members of staff at the various points of production. "Growth plans in our brand business are taking longer to generate than anticipated. The marketing effort has yet to produce the sales we expected at this stage. The Board has always believed that the development of a profitable brand business was a longer term proposition and would take at least three years to put in place. The losses have exceeded what we projected for the first full year of operations and next year the business is unlikely to make a contribution to profit. I know this will be disappointing news to our shareholders, but we remain confident in the long-term ability of our management team to derive value from the brands we acquired in December 2001. So far much has been achieved in establishing the profile of the brands, the marketing support, the infrastructure and in developing international partnerships with distributors." Outlook "Our priorities are to maintain progress in all three areas of our business. "We continue to work closely with Marks & Spencer in our core business in creating innovative products of the highest quality and value thereby cementing our position as a key supplier. As Marks & Spencer's position continues to improve, we will be able to grow our core business alongside them. "Our sourcing business has been an invaluable help in the move offshore of most of the UK manufacturing capacity and has provided us with a valuable overseas customer base. "The brand business is taking longer than anticipated to come on stream but we are confident about its long term contribution to our business. "We recognize the frustration that shareholders must be feeling because of the decline in the share price which has occurred over the last few years. We have tried to address the problem by maintaining the dividend throughout the period even though a traditional level of cover has not always been available. This year we felt it necessary to reduce the dividend for the reasons I have given. As I set out in the interim results announcement on 4 December 2002 the Board was aware of their responsibility to consider other strategic initiatives to create shareholder value and as a consequence the executive directors had been granted permission to explore a 'public to private' transaction. "This matter has progressed and discussions with the executive directors are continuing. If and when we can achieve value for shareholders by this method, a further announcement will be made." Robert Coe Chairman June 2003 CONSOLIDATED PROFIT AND LOSS ACCOUNT Year ended 31 March 2003 2003 2002 GBP000 GBP000 TURNOVER 167,968 157,782 Cost of Sales 141,180 133,353 _______ _______ GROSS PROFIT 26,788 24,429 Other Operating Costs 20,077 16,812 _______ _______ OPERATING PROFIT 6,711 7,617 Amortization of intangible assets 807 737 Aborted acquisition costs - 386 _______ _______ OPERATING PROFIT BEFORE EXCEPTIONALS 5,904 6,494 EXCEPTIONAL ITEMS Loss on disposal of fixed assets 209 - Restructuring and closure costs 4,721 845 _______ _______ PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST 974 5,649 Net interest payable 861 537 _______ _______ PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 113 5,112 Tax on profit on ordinary activities 909 1,485 _______ _______ (LOSS)/PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION (796) 3,627 Dividends 1,514 2,238 _______ _______ RETAINED (LOSS)/PROFIT TRANSFERRED (FROM)/TO RESERVES (2,310) 1,389 _______ _______ Earnings per share (0.89p) 4.12p _______ _______ Diluted earnings per share (0.89p) 4.09p _______ _______ Dividends per share 1.75p 2.50p _______ _______ In addition to the result for the year, the Group has a recognized loss of GBP603,000 (2002: gain GBP16,000)in respect of foreign exchange movements. CONSOLIDATED BALANCE SHEET 31 March 2003 2003 2002 GBP000 GBP000 FIXED ASSETS Intangible - Goodwill 11,422 12,853 Intangible - Trademarks 1,512 1,248 Tangible 10,401 13,887 _______ _______ 23,335 27,988 _______ _______ CURRENT ASSETS Stock and work in progress 19,931 23,123 Debtors 8,688 9,647 Cash at bank and in hand 3,459 5,525 _______ _______ 32,078 38,295 CREDITORS: amounts falling due within one year20,519 27,209 _______ _______ NET CURRENT ASSETS 11,559 11,086 _______ ______ TOTAL ASSETS LESS CURRENT LIABILITIES 34,894 39,074 CREDITORS: amounts falling due after one year 2,065 2,656 CONVERTIBLE LOAN NOTES 5,270 5,270 PROVISIONS FOR LIABILITIES AND CHARGES 1,129 1,124 _______ _______ 26,430 30,024 _______ _______ CAPITAL AND RESERVES Called up share capital 16,984 17,947 Share premium account 333 333 Capital redemption reserve 1,283 320 Profit and loss account 7,830 11,424 _______ _______ EQUITY SHAREHOLDERS' FUNDS 26,430 30,024 _______ _______ CONSOLIDATED CASH FLOW STATEMENT Year ended 31 March 2003 2003 2002 GBP000 GBP000 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES Operating profit before exceptionals 5,904 6,494 Depreciation 1,793 1,918 Amortization of Goodwill 807 737 Profit on disposal of tangible fixed assets (5) (41) Exceptional items (2,700) (1,830) Stocks 3,192 (2,454) Debtors 549 (1,370) Creditors 323 1,435 _______ _______ NET CASH INFLOW FROM OPERATING ACTIVITIES 9,863 4,889 RETURNS ON INVESTMENTS AND SERVICING OF FINANCE (861) (537) TAXATION (1,497) (1,805) CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT (105) (1,293) ACQUISITIONS (399) (544) EQUITY DIVIDENDS PAID (2,238) (2,202) _______ _______ NET CASH INFLOW/(OUTFLOW) BEFORE FINANCING 4,763 (1,492) FINANCING (1,085) (393) _______ _______ INCREASE/(DECREASE) IN CASH IN THE YEAR 3,678 (1,885) _______ _______ TEATHER & GREENWOOD: FY2002 Losses Nearly Doubled ------------------------------------------------- Teather & Greenwood earlier this week released these preliminary results for the year ended April 30, 2003. The highlights are: (a) Successful Rights Issue and Sale of part of TGIM (b) Loss for the year GBP6.76 million (2002: GBP3.84 million) (c) Fourth largest corporate broker in UK by number of brokerships (d) Group has started the current financial year trading profitably (e) The Right Honourable Lord Baker of Dorking joins the Board as a non-executive director Commenting on the results, Ken Ford, Chief Executive, said: "A third year of bear market conditions and lack of IPO and secondary market activity has inevitably affected our performance. However, there are early signs of a recovery in the IPO market and our potential deal 'pipeline' looks healthy. Action to further adjust overheads has been completed and shareholders should see the benefit of that action in the current year, which has started profitably." To See Full Financial Results: http://bankrupt.com/misc/Teather_&_Greenwood.htm CONTACT: TEATHER & GREENWOOD Phone: 020 7426 9000 Ken Ford, Chief Executive Nick Stagg, Chief Operating Officer COLLEGE HILL Phone: 020 7457 2020 Richard Pearson Gareth David WHITEHEAD MANN: Chairman Cautiously Optimistic About Future ----------------------------------------------------------- The Company released these preliminary results for the year ended March 31, 2003 earlier this week. The highlights are: (a) Net cash inflow from operating activities: GBP7.1 million (2002: GBP2.2 million) (b) Group turnover: GBP65.0 million (2002: GBP64.6 million) (c) Earnings before interest, tax, depreciation, goodwill charges and exceptional items*: GBP9.7 million (2002: GBP13.2 million) (d) Earnings per share before goodwill charges and exceptional items*: 14.69p (2002: 34.34p) (e) Final dividend 2.5p per share (2002: 8.0p) making total for the year 7.0p (2002: 13.6p) (f) GBP6.7 million redundancy and related costs (2002: GBP2.4 million) GBP5.0 million property provisions and related asset write-downs (2002: GBP0.8 million) GBP13.4 million diminution in carrying value of goodwill (2002: nil) (g) Loss for the year GBP22.1 million* (2002:profit GBP3.7 million) (h) Basic (loss) earnings per share (87.15)p ( 2002: 16.08p) Operational Highlights: (a) Executive recruitment (83% of revenue) remained reasonably consistent although financial services experienced a sharp decline in activity (b) Increased level of activity in executive and non-executive Board appointments (c) Leadership consulting (17% of revenues) performed well reflecting the growing requirement amongst clients for \ executive evaluation, coaching and development (d) Staff numbers reduced by 25% to 295 (e) Group refocused around 4 hubs (London, New York, Paris & Hong Kong) * The Loss for the year of GBP22.1 million (2002 profit GBP3.7 million) comprises Earnings before interest, tax, depreciation, goodwill charges and exceptional costs of GBP9.7 million (2002: GBP13.2 million), interest GBP(1.0) million (2002: GBP(0.1) million), tax GBP(1.4) million (2002: GBP(2.8) million), depreciation GBP(1.9) million (2002: GBP(1.7) million) , goodwill amortization GBP(2.2) million (2002: GBP(1.9) million), exceptional items GBP(25.1) million (2002: GBP(3.2) million) and minority interests GBP(0.2) million (2002: GBP0.2 million). Peter Foy, Chairman, commented: "Tough times demand strong leadership. Our clients have been seeking ways to recruit and develop the best available executive and non-executive talent to help keep them at the forefront of their own markets. In addition, the need for Board level leadership has been given a fresh impetus by the rising pressures of corporate governance. "Given the global economic uncertainty, we are not expecting revenues to improve over the year ahead and, with that in mind, we have taken the necessary steps to reshape the organization to secure better margins and to generate cash at current trading levels. The current year has started in line with budget and therefore we remain cautiously optimistic for the year ahead." To See Full Financial Results: http://bankrupt.com/misc/Whitehead_Mann.htm CONTACT: WHITEHEAD MANN GROUP PLC Phone: 020 7290 2000 Stephen Lawrence, Chief Executive Matthew Brassington, Finance Director Home Page: http://www.wmann.com BRUNSWICK GROUP LTD Phone: 020 7404 5959 James Bradley Rupert Young ********* 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. 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. 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