/raid1/www/Hosts/bankrupt/TCREUR_Public/030701.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, July 1, 2003, Vol. 4, No. 128


                            Headlines


F I N L A N D

BENEFON OYJ: Investment Shares, Convertible Bonds Oversubscribed


F R A N C E

VIVENDI UNIVERSAL: Moody's Changes Negative Outlook to Stable


G E R M A N Y

COMTRADE AG: Appoints Olympus Chief to Supervisory Board
MANNHEIMER AG: Rating Revised as Unit Falls Under Supervision
MOBILCOM AG: E-Plus Completes Takeover of UMTS Infrastructure


I T A L Y

FIAT SPA: To Cut 12,000 Jobs Before Taking in 5,400 New Workers
FIAT SPA: Creditor Banks Maintain Terms of Convertible Loan


N E T H E R L A N D S

KONINKLIJKE AHOLD: Beats Banks' Deadline for Financial Report
ROYAL PHILIPS: Exercises Option to Redeem Debt a Year Early


P O L A N D

BANK MILLENNIUM: Board Approves A9 Series Bond Issue
ELEKTRIM S.A.: Agrees to Take Back Board Member Rymaszewski


S P A I N

TERRA LYCOS: Board Accepts Telefonica's EUR1.73 Billion- Offer


S W I T Z E R L A N D

ABB LTD.: Sale of Securities Forthcoming, Analysts Believe
VON ROLL: Court Approves Proposed Bond-to-share Conversion


U N I T E D   K I N G D O M

ABERDEEN ASSET: Sale of Property Arm Misses Deadline
BRITANNIC GROUP: Sells Britannic Money to Paragon for GBP19 Mln
CONNEX TRANSPORT: Rail Authority Terminates Franchise
CONNEX TRANSPORT: Chief 'Shocked' by Regulator's Decision
CORDIANT COMMUNICATIONS: Shareholders Okay Asset Sales Abroad

CORDIANT COMMUNICATIONS: WPP Buys Remaining Secured Debt
HAMLEYS PLC: ING Investment Banking Offers 230p per Share
HAMLEYS PLC: Buyer Says Merger with Daisy & Tom Will be Sure Hit
HAMLEYS PLC: Bidder Offers Shareholders Loan Notes
HAMLEYS PLC: Baugur to Revive Offer, Says Report

IMPERIAL CHEMICAL: Rivals' Profit Warnings Worry Investors
INVENSYS PLC: To Sell Water-metering Operations for US$850 Mln
INVERESK PLC: Interim Results to Show Operating Profit
NETWORK RAIL: To Raise Cash Via US, Euro Commercial Paper Issues
NETWORK RAIL: Thousands of Jobs to go in Latest Cost-cutting

NETWORK RAIL: Rail Regulator Backs Commercial Paper Program
NETWORK RAIL: Commercial Paper Program Assigned 'A-1+' Rating
SEYMOUR PIERCE: Posts Interim Results for Six Months Ended March
TADPOLE TECHNOLOGY: Issues Interim Result for October to March

* Large Companies with Insolvent Balance Sheets


                            *********


=============
F I N L A N D
=============


BENEFON OYJ: Investment Shares, Convertible Bonds Oversubscribed
----------------------------------------------------------------
The investment shares offered for subscription in the directed share issue,
decided upon by the extraordinary meeting of the shareholders of Benefon Oyj
on June 26, 2003, have been fully subscribed.  Thirty-seven creditors of the
company subscribed for 8,885,133 shares by offsetting their debts for a
total subscription price of EUR3,020,945.20.  The company's Board of
Directors approved the subscriptions on June 27, 2003.

The company's share capital will be increased by EUR2,988,744.22  in the
directed issue and the company shall issue 8,885,133 new   investment
shares, each with a book parity value of EUR0.34 (not the exact value).

The extraordinary meeting of the shareholders additionally decided, on June
26, 2003 to increase the company's share capital by maximum of
EUR1,731,579.15 by offering convertible bond loan worth EUR1,750,237.42 on
equity terms for subscription by 12 of the company's creditors, which can be
converted to a maximum of 5,147,751 new investment shares each with a book
parity value of EUR0.34 (not the exact value).  The Loan was fully
subscribed.  The Board of Directors approved the subscriptions June 27,
2003.

The increase in share capital shall be registered in the trade register on
July 2, 2003 on estimate.  As a result, the share capital of the Company
will increase from EUR3,381,855.91 to EUR6,370,600.13 and the number of
shares issued from 10,053,801 shares to 18,938,934 shares, of which
18,438,934 are quoted investment shares.  Trading of the new shares on the
I-List, along with the company's old shares, is estimated to commence on
July 4, 2003.


===========
F R A N C E
===========


VIVENDI UNIVERSAL: Moody's Changes Negative Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service changed the outlook of Vivendi Universal's Ba3
senior implied rating from negative to stable to reflect the successful
refinancing steps the company has taken over the last few months.

Vivendi has issued EUR1.2 billion HY notes due 2010, entered into a new
EUR2.5 billion bank facility due in 2006, and put US$700 million film
securitization and US$920 million bank facility (due in 2008) at its VUE
subsidiary.  The rating agency said the efforts afforded the French group
additional flexibility in conducting its ongoing asset sales program.

Moody's expects that the media conglomerate can continue to build on its
track record of successful asset sales established over the last nine
months.  But it warns of possible delays in the sale of the VUE subsidiary
due to ownership complexities and tax issues.

It also mentioned uncertainties about the outcome of regulatory and legal
(e.g. shareholders' class action lawsuit, InterActiveCorp law suit)
challenges to Vivendi Universal.  The company remains exposed to various
disclosed contingencies, it said.

Despite the apparent progress, Moody's noted that the company remains
reliant on the continued support of its banks and to some degree on further
asset sales to make scheduled repayments in the first quarter of 2004 when
up to EUR2.6 billion of debt fall due.


=============
G E R M A N Y
=============


COMTRADE AG: Appoints Olympus Chief to Supervisory Board
--------------------------------------------------------
COMTRADE AG (WKN 550 253) successfully issued a capital increase of
approximately 2.4% of its current nominal capital.  Such increase was issued
out of the authorized capital as capital increase in kind.  The subscription
right of existing shareholders has been excluded.

Changes in the Board

Dr. Christian von Lenthe resigned from its office as supervisory board
member.

Dr. Werner Teuffel has been appointed as new member of the supervisory
board.

Dr. Teuffel is CEO of Olympus Optical Co. (Europe) GmbH and has developed
and expanded such business area for the Olympus group throughout Europe.

CONTACT:  COMTRADE AG
          Dr. Babette Sievers
          Herrengraben 31
          20459 Hamburg
          Phone: +49-40-374942-0
          Fax: +49-40-374942-60
          E-mail: investor-relations@comtrade.de


MANNHEIMER AG: Rating Revised as Unit Falls Under Supervision
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its public
information-based counterparty credit and insurer financial strength ratings
on Mannheimer Lebensversicherung AG (Mannheimer Leben) to 'R' from 'CCCpi'.
An insurer rated 'R' is under regulatory supervision owing to its financial
condition.

"The rating action follows the German regulator's (Bundesanstalt fur
Finanzdienstleistungsaufsicht; or BaFin) June 26, 2003, announcement that
Mannheimer Leben's insurance assets and liabilities will be transferred to
Protektor Lebensversicherungs-AG," said Standard & Poor's credit analyst
Karin Clemens.  In addition, Mannheimer Leben announced that it will close
to new business.

Standard & Poor's also affirmed its 'BBpi' rating on its sister company
Mannheimer Versicherung AG.

Protektor is a pan-industry safety net that was set up to safeguard
policyholders' investments.  The German regulatory body confirmed that
Protektor would meet all legal obligations against policyholders.

"The affirmation of the rating on Mannheimer Versicherung reflects Standard
& Poor's expectation that the company will continue to meet its policyholder
obligations," said Ms. Clemens.  This is backed by the regulator's
announcement that there is no need for regulatory measures in respect of
Mannheimer Versicherung.  Standard & Poor's will withdraw the
rating on Mannheimer Leben once the portfolio transfer to Protektor has been
completed.

Public information ratings, denoted with a 'pi' subscript, are ratings based
on the analysis of an insurer's published financial information and
additional information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and, therefore, are based on less
comprehensive information than ratings without a 'pi' subscript.


MOBILCOM AG: E-Plus Completes Takeover of UMTS Infrastructure
-------------------------------------------------------------
Royal KPN's German mobile unit, E-Plus, and MobilCom Multimedia GmbH have
completed the transaction on the sale of MobilCom's UMTS infrastructure,
according to Royal KPN.

The Register reported early in June that E-Plus is taking over MobilCom's 3G
infrastructures in Germany for EUR20 million pending regulatory approval.
The amount reflects on the one hand Capex savings of several tens of
millions and on the other hand necessary integration and reconstruction
costs.  KPN was then confident the offer would be accepted considering
MobilCom's financial status.

Now, KPN said the transaction has already received all necessary approval,
and E-Plus has taken over 3,723 UMTS sites, of which 931 are equipped.
E-Plus says it has signed agreements with Nokia and Ericsson to supply the
hardware, but does not attach a price or vendor funding arrangements to the
deals.


=========
I T A L Y
=========


FIAT SPA: To Cut 12,000 Jobs Before Taking in 5,400 New Workers
---------------------------------------------------------------
Giuseppe Morchio, new Fiat chief executive, announced last week that the
Italian industrial group will axe 12,300 jobs worldwide, as it attempts to
turn the company around.

It softened the effect of the report with an additional announcement that
5,400 new positions will be made available and there will be a capital
increase of EUR1.84 billion (US$2.1 billion) in the firm.  Fiat will close
five CNH plants in the US: two in Illinois, one crop spraying plant in North
Hykeham, Lincolnshire, a sugar cane machinery plant in Australia, and a
plant in France.  CNH said the closures would involve a total of only about
1,000 job losses.

The plan will allow Fiat to boost operating income by EUR4.7 billion by
2006.  This will in turn help the company hit breakeven at an operating
level in 2004, though this will not be the case for its troubled unit, Fiat
Auto.  The division is expected to come to this point only a year after.

Analysts were disappointed that Fiat was closing only 12 of its 138 plants
worldwide and only one small factory in Italy, according to the Financial
Times.


FIAT SPA: Creditor Banks Maintain Terms of Convertible Loan
-----------------------------------------------------------
Italian industrial group Fiat failed to convince creditor banks Sanpaolo
IMI, UniCredito, Intesa and Capitalia to extend the deadline for the
company's EUR3 billion emergency convertible loan, the Financial Times said.

According to its newly released restructuring plan, the group is open to
renegotiate terms of the loan.  With regards to the widely rumored
additional two billion loan, CEO Giuseppe Morchio says he will evaluate
opportunities later.

The banks are believed to be anxious to extend its deadline beyond 2005 to
avoid having to buy Fiat shares, Reuters said.
They also declined to give their support on Fiat's request to issue a new
bond loan unless they know the results of Fiat's planned capital increase.
Under its restructuring program Fiat plans to raise up to EUR1.842 billion
in July through the issuance of 368.5 million new shares at EUR5 each.

Mr. Mochio assured Fiat had enough financial resources, which includes a 17%
rise in research and development spending.  Fiat hopes to break even in
2004, and achieve profitability in 2006.


=====================
N E T H E R L A N D S
=====================


KONINKLIJKE AHOLD: Beats Banks' Deadline for Financial Report
-------------------------------------------------------------
Ahold announced that, on Monday June 30, 2003, it provided its syndicate of
banks with the audited 2002 financial report for U.S. supermarket
subsidiary, Stop & Shop.  Delivering audited 2002 financial statements for
Stop & Shop no later than June 30, 2003, was a condition of the EUR2.65
billion- credit facility announced on March 5, 2003.  These conditions also
include the delivery 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


ROYAL PHILIPS: Exercises Option to Redeem Debt a Year Early
-----------------------------------------------------------
Royal Philips Electronics (AEX:PHI; NYSE:PHG) announced Friday that it will
exercise its option to redeem in whole floating rate Notes with a nominal
value of EUR1.0 billion on July 30, 2003.  The floating rate notes were
originally scheduled to mature in July 2004.

Philips placed the floating rate Notes in July 2001.  In accordance with
their conditions, the floating rate Notes are redeemable in whole at the
option of Philips at the price of 100.35%.

Commenting on the move, Philips' CFO Jan Hommen stated: "By redeeming this
debt early, we continue with our stated policy to further reduce the
company's total debt position.  That we are able to do so is a reflection of
the company's strong balance sheet which has been and will remain a priority
for Philips."

Royal Philips Electronics of the Netherlands is one of the world's biggest
electronics companies and Europe's largest, with sales of EUR31.8 billion in
2002.  It is a global leader in color television sets, lighting, electric
shavers, medical diagnostic imaging and patient monitoring, and one-chip TV
products.  Its 166,000 employees in more than 60 countries are active in the
areas of lighting, consumer electronics, domestic appliances,
semiconductors, and medical systems. Philips is quoted on the NYSE (symbol:
PHG), London, Frankfurt, Amsterdam and other stock exchanges. News from
Philips is located at http://www.philips.com/newscenter

CONTACT:  ROYAL PHILIPS
          Jeremy Cohen, Philips Corporate Communications
          Phone: +31 20 59 77213
          E-mail: Jeremy.cohen@philips.com


===========
P O L A N D
===========


BANK MILLENNIUM: Board Approves A9 Series Bond Issue
----------------------------------------------------
The Management Board of Bank Millennium S.A. hereby announces that on 27
June 2003, the Bank's Management Board adopted a resolution to issue A9
Series Bonds of the Bank within the framework of the Bank's bearer Bond
Issue Program (the Bank announced the Bond Issue Program in current report
of 15 October 2002).

The issue of A9 Series Bonds will consist of no more than five million
unsecured bearer bonds having the face value of PLN100 each Bond and having
the total face value not higher than PLN500 million).

Series A9 Bonds shall be offered in the tranches:

(a) Small Investors Tranche consisting of 500,000 (five hundred
    thousand) A9 Series Bonds;

(b) Large Investors Tranche consisting of 1,500,000 (one million
    five hundred thousand) A9 Series Bonds;

(c) targeted Tranche consisting of 3,000,000 (three million) A9
    Series Bonds; with the possibility of transfers between
    tranches according to the detailed terms defined in item 9
    of the issue prospectus of A9 Series Bonds.

The objective of the A9 Series Bond Issue is to raise funds to finance the
Bank's current operations.

A9 Series Bonds will be redeemed on the Redemption Day. i.e. on 15 December
2003.  Individuals, who are owners of A9 Series Bonds on the Right Allotment
Day, i.e. on 5 December 2003, are entitled to receive the nominal value of
A9 Series Bonds.

A9 Series Bonds do not bear interest and they are offered for purchase with
a discount to their nominal value.

Yield of A9 Series Bonds was set at:

(a) in Small Investors Tranche - 3.20% p.a.;

(b) in Large Investors Tranche - 3.40% p.a.;

(c) in Targeted Tranche - 3.80% p.a.

The issue price and Purchase Price of A9 Series Bonds was established
according to the following formula:

                                   1
CzA9 = 100 PLN  x  ---------------------------
                          (1 + rA9 x  kA9/365)


where:

CzA9 - Purchase Price for A9 Series Bonds

rA9 - annual yield of A9 Series Bonds

kA9 -  days since the day the investor purchased Bonds (when subscription
was made and paid for) until the day of redemption of A9 Series Bonds by the
Issuer

Due to the fact that the Purchase Price of A9 Series Bonds within the given
tranche will increase in respective days of subscriptions.  The Purchase
Price of A9 Series Bonds will be equal to the issue price only on the first
day when subscription to A9 Series Bonds are received.

The Purchase Price will increase in the following manner in subsequent days
of subscription:

Purchase date             Purchase Price for each subscription day /
Issuer's proceeds (PLN)
          Small Investors     Large Investors   Targeted Tranche
             Tranche              Tranche
per unit    01-07-2003             98,557                98,468
98,291      02-07-2003             98,566                98,477
98,301      03-07-2003             98,574                98,486
98,311      04-07-2003             98,583                98,495
98,321      07-07-2003             98,608                98,522
98,351      08-07-2003             98,617                98,531
98,362      09-07-2003             98,625                98,541
98,372      10-07-2003             98,634                98,550
98,382      11-07-2003             98,642                98,559
98,392      14-07-2003             98,668                98,586
98,422      15-07-2003             98,676                98,595
98,432      16-07-2003             98,685                98,604
98,442      17-07-2003             98,693                98,613
98,452      18-07-2003             98,702                98,622
98,462      21-07-2003             98,728                98,649
98,493      22-07-2003              98,736                98,658
98,503      23-07-2003              98,745                98,667
98,513      24-07-2003              98,753                98,676
98,523      25-07-2003              98,762                98,685
98,533      28-07-2003              98,787                98,713
98,563      29-07-2003              98,796                98,722
98,574      30-07-2003              98,805                98,731
98,584      31-07-2003              98,813                98,740
98,594

The Bonds are not secured.

Total value of liabilities incurred by the Issuer on the last day of the 1st
quarter of 2003 was PLN15,577.6 million.

The Issuer does not expect any major changes in its liabilities until the
Redemption Date of A9 Series Bonds.


ELEKTRIM S.A.: Agrees to Take Back Board Member Rymaszewski
-----------------------------------------------------------
Elektrim has agreed to reinstate vice-president Piotr Rymaszewski, in a move
taken by observers as a signal that the conflict between the company and its
bondholders are gradually coming to an end.

The firm accepted Mr. Rymaszewski back onto the board of directors as it
agreed to pay its EUR32 million debt to creditors.  According to Warsaw
Business Journal, market analysts are now wondering whether the current
agreement should be considered an indication of peace or is just a ceasefire
as it is observed that efforts seeking to declare the company bankrupt are
still alive.

"We are following the 'Show me the money rule', said one of the creditors,
according to the report.

Warsaw Business Journal added that the recent development also means that
Elektrim will be able to continue work on expanding the ZE PAK power
station.


=========
S P A I N
=========


TERRA LYCOS: Board Accepts Telefonica's EUR1.73 Billion- Offer
--------------------------------------------------------------
Terra Lycos' board approved Telefonica SA's EUR1.73 billion- bid for its
very own Internet subsidiary on Friday, according to U.K.'s Financial Times.
The payment was for the 61.6% of Terra it doesn't own.  A EUR5.25 per Terra
share has been offered, valuing the company EUR3.26 billion or less than
half the EUR13 price tag at the initial public offering in November 1999.

TCR-Europe recently reported that a condition pegged for the acquisition is
that Telefonica must achieve acceptances from 75% of Terra's capital.  It
said Telefonica has declared it may still go through with the bid even if it
fails to make that level.  Telefonica expects to complete the buyout in
August.

Terra Lycos failed to turn in a profit partly because of the slump in the
online advertising and the strong competition it endures with Telefonica in
delivering high-speed Internet access.  Telefonica is expecting EBITDA of
EUR269 million in the 2003 to 2006 period after absorbing Terra Lycos.  The
Internet business has cash reserves of EUR1.73 billion, equivalent to
EUR3.09 a share.


=====================
S W I T Z E R L A N D
=====================


ABB LTD.: Sale of Securities Forthcoming, Analysts Believe
----------------------------------------------------------
Analysts believe ABB Ltd. may be forced to sell convertible bonds or new
shares after its US$1.3 billion settlement of asbestos claims was delayed,
according to Bloomberg.

Europe's largest electrical-engineering company was waiting for the approval
of the settlement package to go ahead with its planned disposal of its oil,
gas and petrochemicals unit, proceeds of which will be used to cut its debt.
The settlement is needed to ease worries of potential buyers who could
potentially inherit the asbestos liabilities.

But U.S. Bankruptcy Court Judge Judith Fitzgerald held the ruling on the
issue until the company submits further information on the plan to resolve
130,000 lawsuits against its U.S. subsidiary, Combustion Engineering.

"Although ABB looks close to ridding itself of its asbestos millstone,
additional delays are likely to push back the disposal process," Charles
Burrows, a Goldman Sachs analyst with an "in- line" rating, said in a note
yesterday.  "We believe this increases the possibility of an equity issue to
meet debt covenants."

ABB's lawyers promised to complete the court's requirements by July 3, but
even if the settlement is approved next month, a U.S. District Court still
must approve the accord to shield ABB from further lawsuits, and plaintiffs
may still appeal.

ABB plans to sell the oil business this year, and had earlier expected to
complete disposal in April 1.  ABB, which has a US$8.2 billion in debt,
posted losses of $1.5 billion since 2001 as lawsuits mounted.

"We've taken various steps to improve our financial flexibility," ABB
spokesman Thomas Schmidt said.  Besides a US$1.5 billion "credit facility
with banks, shareholders gave us the possibility for a capital increase to
help pay for the asbestos settlement and for different financial
instruments, for example, a convertible bond."

ABB shareholders gave the go ahead for the firm to boost share capital by a
third to 1.6 billion shares in May.


VON ROLL: Court Approves Proposed Bond-to-share Conversion
----------------------------------------------------------
The Solothurn Supreme Court this morning approved the bondholders'
resolution concerning the conversion of the outstanding bonds into shares
within the framework of the Von Roll restructuring concept.  Following the
bondholders' approval of the restructuring concept by the bondholders, the
Solothurn Supreme Court examined compliance with the legal prerequisites and
the existence of the required majority of votes.  Von Roll Holding Ltd. is
thus on a straight course to implementing its restructuring concept.

These steps are now planned in respect of the outstanding bonds: The Supreme
Court's decision will be published on the 1st of July.  Last dealings in the
bonds will takes place on the 5th of August, provided no appeal against the
decision is lodged.  The bonds will be converted into shares of Von Roll
Holding Ltd. on the 6th of August.  The bonds held by the former bondholders
will be converted automatically.  Former shareholders will also have the
opportunity to participate in the capital increase scheme open to them from
14 July to 30 July 2003.  The new shares issued on conversion and following
the capital increase are expected to be dispatched as from 11 August 2003.


===========================
U N I T E D   K I N G D O M
===========================


ABERDEEN ASSET: Sale of Property Arm Misses Deadline
----------------------------------------------------
Aberdeen Asset Management admitted over the weekend it would not be able to
meet the end of June deadline for completing the sale of its GBP80 million-
property arm as previously assured.  The fund manager is selling Aberdeen
Property Investors to significantly reduce its GBP174 million debt burden.

According to The Scotsman, Aberdeen declined to comment on the progress of
the transaction; there are suggestions, though, that the fund manager might
have been receiving lukewarm interest from possible buyer, widely expected
to be British Land.

The delay will fuel fears the company is being forced to accept a lower
price, already diluted from GBP130 million, the report said.

The fund manager is also under attack from former client Jove Investment
Trust.  Jove said it had approached experts for legal advice regarding a
possible lawsuit on the issue of inefficient fund management.

Aberdeen reported full year profits up marginally at GBP172.4 million last
month.


BRITANNIC GROUP: Sells Britannic Money to Paragon for GBP19 Mln
---------------------------------------------------------------
Britannic Group plc announces that it has agreed the sale of Britannic
Money, its wholly owned mortgage lending subsidiary, to the Paragon Group of
Companies for GBP19 million in cash, subject to adjustment to reflect net
assets at completion.  The transaction was expected complete on Friday.

Britannic Money provides flexible residential and buy-to-let mortgages,
which are distributed predominantly via independent intermediaries.  The
current mortgage portfolio is GBP2.2 billion, of which the majority is
securitized.  For the year ended 31 December 2002, Britannic Money made a
loss before tax of GBP5 million and had net assets of GBP42 million at the
year-end.

Britannic Money continues on course to achieve its break-even target this
year.  However, Britannic Money is no longer core to the Group's strategy.
In addition, the mortgage market remains highly competitive and Britannic
Money lacks synergies with the rest of the Group, making it difficult for
Britannic Group to earn an acceptable return on the invested capital.

The transaction will result in a loss of approximately GBP25 million after
expenses.  Proceeds will remain as part of Shareholders' Retained Capital in
the Britannic Assurance Life Fund.  Following the sale, the Free Asset Ratio
of Britannic Assurance will be approximately 10.0% including implicit items
and 6.7% excluding implicit items.  Since the beginning of the year the
equity exposure in Britannic Assurance's With Profit Fund has been reduced
to 30%.

The Group will no longer publish new business figures separate from the
normal half yearly results announcement given the closure to new business at
Britannic Assurance.  Britannic Group's Interim Results will be announced on
2 September 2003.

CONTACT:  BRITANNIC GROUP PLC
          Phone: 01564 204475
          Paul Thompson

          CITIGATE DEWE ROGERSON
          Phone: 0207 638 9571
          Anthony Carlisle
          Stephanie Barrett
          Phone: 07939 123 220


CONNEX TRANSPORT: Rail Authority Terminates Franchise
-----------------------------------------------------
Connex Transport U.K. Ltd has been placed on six months notice that its
South Eastern rail franchise will terminate no later than December 31, 2003.

Reasons for this decision include Connex's failure to meet a detailed action
program of improvements, which was a requirement before the Strategic Rail
Authority was prepared to consider any increase in subsidy for the period
2004-6.  A 'Deed of Amendment' previously signed with the company included
this requirement, alongside the provision of short-term financial stability
for the franchise, its passengers and staff during 2003.

The Strategic Rail Authority is bringing forward the competition for a new
'Integrated Kent Franchise', incorporating South Eastern services and the
planned high-speed domestic services on the Channel Tunnel Rail Link.  The
competition for this franchise will be advertised shortly and the winning
private-sector company is expected to take over within 12-18 months.

Once a handover date is agreed with Connex, the business will transfer to an
interim management company to be known as South Eastern Trains, acting on
behalf of the Strategic Rail Authority.

Advisors to South Eastern Trains are First Class Partnerships. The Directors
of the company are Nick Newton (Chairman), and Doug Sutherland.

Strategic Rail Authority Chairman, Richard Bowker, reassured passengers,
staff and other companies: "It is business as usual for all passengers, and
for the vast majority of Connex staff.  This is a decision we have taken to
protect taxpayers' money and passenger delivery.

"The railway is a public/private partnership.  We expect strong competition
for the new Integrated Kent Franchise, which we will shortly be putting out
to tender and which will bring early improvements for passengers.  In the
meantime we expect to work constructively with Connex to ensure a smooth
transition."

The termination notice was given to Connex Transport UK at 18:00 hours on
Thursday, June 26, 2003 to take effect on December 31, 2003.

The Deed of Amendment for Connex South Eastern, and plans for an Integrated
Kent Franchise, were announced in a Strategic Rail Authority Press Release
dated 11 December 2002.  First Class Partnerships is a leading railway
consultancy that has been retained by the Strategic Rail Authority for such
an eventuality. Its Directors have extensive rail management experience.

Nick Newton is the Strategic Rail Authority's Managing Director, Operations.
Doug Sutherland is the Strategic Rail Authority's Managing Director, Finance
and Commercial.

The Strategic Rail Authority's duties to ensure continuity of services in
the absence of a franchisee are set out in Section 30 of the Railways Act
1993, as amended by the Transport Act 2000, and the processes it should
follow are described in specific Directions & Guidance from the Department
for Transport.


CONNEX TRANSPORT: Chief 'Shocked' by Regulator's Decision
---------------------------------------------------------
Connex's first priority is to reassure our staff and passengers during this
period of uncertainty.  The Strategic Rail Authority has confirmed that all
our staff's jobs will be protected and Connex will do its utmost to ensure
our passengers benefit from the best possible train service despite this
unexpected decision.

Whilst we acknowledge the Strategic Rail Authority's decision, we strongly
disagree with the reasons behind it.  We are considering all our options.

Chief Executive Olivier Brousse said "I am shocked by the Strategic Rail
Authority's decision, most particularly for our staff who worked tirelessly
to run this railway as best as they could.  I assure our passengers that we
will work very hard, until the last minute, to run the best service we can.

"There is no doubt that our railway needs a dramatic shake-up and more
funds.  Despite the SRA's decision, I remain convinced that Connex could
have been part of the solution for the future of the Kent railway."

Connex is part of Veolia Environnement.  Connex Transport is a major
international player in the transport industry, currently running commuter
routes in France, Germany, Sweden, Spain, Melbourne and Boston (USA), as
well as light rail in France and Dublin, long distance routes in Germany and
buses in the UK, France and Washington, (USA).


CORDIANT COMMUNICATIONS: Shareholders Okay Asset Sales Abroad
-------------------------------------------------------------
Six of the only seven shareholders who attended Cordiant Communication's
extraordinary meeting on Saturday approved the sale of the advertising
firm's Australian and German businesses.

The extraordinary meeting held in Cordiant's offices in Paddington was
convened to catch the deadline to complete the sale of the Australian
business on Monday.  Of the seven, only private investor George Brzezinski
rejected both proposals. "It is a shame to break up the business," he said.

The approval enables the firm to generate GBP57 million.  Among the
shareholders who approved the transaction was Active Value, Cordiant's
largest owner with a 26.12% stake.  Chairman Nigel Stapleton said plans to
sell PR business Financial Dynamics are "at a very advanced stage."
Shareholders are again scheduled to meet on July 23 to vote on WPP's bid for
Cordiant.


CORDIANT COMMUNICATIONS: WPP Buys Remaining Secured Debt
--------------------------------------------------------
WPP announces that it has on Friday agreed to purchase the outstanding
secured debt obligations of Cordiant not already owned by WPP from the
remaining Former Lenders of Cordiant for a total cost of approximately GBP90
million.  This amount includes accrued interest costs, make-whole and
certain other payments of approximately GBP11 million in aggregate.  These
costs were already included in the estimated reorganization costs of up to
GBP31 million as disclosed by WPP in the announcement dated 19 June 2003.

Accordingly, in selling their debt to WPP, the Former Lenders of Cordiant
will have foregone their entitlement to make-whole and certain other
payments in an aggregate amount currently estimated to be approximately
GBP30 million in total.

The Scheme Document in relation to the proposed acquisition of Cordiant is
expected to be posted to Cordiant Shareholders shortly.  Goldman Sachs
International is acting for WPP and no one else in connection with the
Proposal and will not be responsible to anyone other than WPP for providing
the protections afforded to clients of Goldman Sachs International or for
providing advice in relation to the Proposal.

HSBC is acting for WPP and no one else in connection with the Proposal and
will not be responsible to anyone other than WPP for providing the
protections afforded to clients of HSBC or for providing advice in relation
to the Proposal.

CONTACT:  WPP
          Phone: 020 7408 2204
          Paul Richardson
          Chris Sweetland
          Feona McEwan

          BUCHANAN COMMUNICATIONS
          Phone: 020 7466 5000
          Richard Oldworth
          Mark Edwards


HAMLEYS PLC: ING Investment Banking Offers 230p per Share
---------------------------------------------------------
The Board of Children's Stores announces the terms of a cash offer of 230
pence per Hamleys Share, to be made by ING Investment Banking on behalf of
Children's Stores, for the entire issued and to be issued ordinary share
capital of
Hamleys.  Children's Stores is a new company formed by Rhone Capital in
order to implement the Offer.  ING Investment Banking is acting as exclusive
financial adviser to Children's Stores in relation to the Offer.

The Offer

On behalf of Children's Stores, ING Investment Banking will offer to
acquire, on the terms and subject to the conditions and further terms set
out or referred to in this announcement and in Appendix I to this
announcement and as set out in the Offer Document and the accompanying Form
of Acceptance, the entire issued and to be issued ordinary share capital of
Hamleys not already owned by Children's Stores, on the following basis:

for each Hamleys Share             230 pence in cash

The Offer Price values the Existing Issued Share Capital of Hamleys at
approximately GBP53.1 million.  A guaranteed Loan Note Alternative will also
be provided.

The Offer Price of 230 pence per Hamleys Share represents premia of
approximately:

(a) 81.8% to the Closing Price of 126.5 pence on 14 March 2003,
    the last Business Day prior to the announcement by Hamleys
    that the Executive Directors were exploring a possible
    management buy-out of the Company;

(b) 1.8% to 226 pence, being the Soldier Increased Offer Price;
    and

(c) 10.3% to the Closing Price of 208.5 pence on 26 June 2003,
    the last Business Day prior to the date of this announcement

The Hamleys Shares will be acquired pursuant to the Offer by, or on behalf
of, Children's Stores fully paid with full title guarantee, free from all
liens, equities, mortgages, charges, encumbrances, rights of pre-emption and
other third party rights and interests of any nature whatsoever and together
with all rights now or hereafter attaching to them, including all voting
rights and the right to receive and retain all dividends and other
distributions announced, declared, made or paid on or after the date of this
announcement.  If the Offer becomes or is declared unconditional in all
respects, no final dividend for the period ended 29 March 2003 will be paid
to Hamleys Shareholders.  Children's Stores has been informed by the
Independent Directors that, in the event that the Offer lapses and Hamleys
remains an independent company, the Board of
Hamleys intends to declare a first interim dividend for the current
financial year of 5.1 pence, in addition to the usual interim dividend.

Conditional purchases, irrevocable undertakings and intentions to accept

Children's Stores has entered into purchases, which are conditional only on
this announcement being made in respect of, in aggregate, 3,130,955 Hamleys
Shares, representing approximately 13.6% of the Existing Issued Share
Capital of Hamleys.  Such purchases will be made outside the terms of the
Offer.

Children's Stores has received irrevocable undertakings to accept the Offer
from certain of Hamleys' institutional Shareholders in respect of, in
aggregate, 1,816,024 Hamleys Shares, representing approximately 7.9% of the
Existing Issued Share Capital of Hamleys.  These irrevocable undertakings
will cease to be binding in the event that a competing offer is made which
exceeds 253 pence in cash per Hamleys Share.

Therefore as at the date of this announcement, Children's Stores and parties
acting in concert with it have either entered into conditional purchases or
received irrevocable undertakings to accept the Offer in respect of, in
aggregate, 4,946,979 Hamleys Shares, representing approximately 21.4% of the
Existing Issued Share Capital.

To See Full Copy of Cash Offer:
http://bankrupt.com/misc/Hamleys_Cash_Offer.htm


CONTACT:  BELL POTTINGER FINANCIAL
          Phone: 020 7861 3232
          (PR adviser to Children's Stores)
          Jonathon Brill
          John Coles

          ING INVESTMENT BANKING
          Phone: 020 7767 1000
          (Financial adviser and broker to Children's Stores)
          Fraser Marcus
          Simon Newton


HAMLEYS PLC: Buyer Says Merger with Daisy & Tom Will be Sure Hit
----------------------------------------------------------------
Children's Stores believes that there is a compelling rationale for allying
the experience and financial capabilities of Hamleys with the commercial
capabilities of the Daisy & Tom team.  A combination with Daisy & Tom would
create a leading retailer in the UK juvenile market, with the resources to
allow further rapid expansion of growth formats, and the ability to exploit
the prestigious and complementary Hamleys and Daisy & Tom brands.

Children's Stores also believes that it would be able to extract operating
synergies related to, among other things, toy procurement and marketing, and
would have sufficient scale to sell successfully own-branded products.

Offer discussions

On 17 March 2003, after press speculation regarding a possible offer for
Hamleys, the board of Hamleys publicly confirmed that it had granted John
Watkinson and Ian Parker authorization to explore financing for a possible
management buy-out.  After authorization was given, a committee of
Independent Directors was formed comprising the non-executive directors, Jim
Hodkinson and John Napier, and Simon Burke (executive chairman), in order to
consider any offer proposals that might be made for Hamleys. The Independent
Directors have no financial interest in Children's Stores.

From 17 March 2003, the Independent Directors and their advisers were
approached by a number of third parties (both trade and financial buyers)
who were interested in making an offer for the Company. After extensive
negotiations with interested parties, it was decided that the Independent
Directors should enter into an inducement fee agreement with Soldier, which
was a prerequisite of Baugur proceeding with the finalization of its due
diligence investigations on Hamleys and financing of the Soldier Offer.  On
17 June 2003, Soldier announced a recommended cash offer to acquire the
entire issued and to be issued ordinary share capital of Hamleys for 205
pence per Hamleys Share.  Earlier today Soldier announced an increased
recommended cash offer to acquire the entire issued and to be issued
ordinary share capital of Hamleys for 226 pence per Hamleys Share.

On 20 June 2003, Children's Stores announced that it was considering whether
to make a counter-proposal to the Soldier Offer.  In view of their
continuing belief in the rationale of the proposed transaction, Children's
Stores has decided to make an offer for the Company.

ING Investment Banking has satisfied itself that Children's Stores has
sufficient funding to complete the Offer.

To See Full Copy of Cash Offer:
http://bankrupt.com/misc/Hamleys_Cash_Offer.htm

CONTACT:  BELL POTTINGER FINANCIAL
          Phone: 020 7861 3232
          (PR adviser to Children's Stores)
          Jonathon Brill
          John Coles

          ING INVESTMENT BANKING
          Phone: 020 7767 1000
          (Financial adviser and broker to Children's Stores)
          Fraser Marcus
          Simon Newton


HAMLEYS PLC: Bidder Offers Shareholders Loan Notes
--------------------------------------------------
Hamleys Shareholders (other than certain Overseas Shareholders) who validly
accept the Offer may, as an alternative to receiving any or all of the cash
consideration, which they would otherwise receive under the Offer, elect to
receive Loan Notes to be issued by Children's Stores on the basis:

for every GBP1 of cash consideration under the Offer GBP1 nominal of Loan
Notes

The Loan Notes will be unsecured obligations of Children's Stores and will
be issued, credited as fully paid, in amounts and integral multiples of GBP1
in nominal value.  All fractional entitlements to Loan Notes will be
disregarded and not issued.  The payment of principal in respect of the Loan
Notes will be guaranteed by the Governor and Company of the Bank of
Scotland.

The Loan Notes will bear interest (from the date of issue of the relevant
Loan Notes) payable to the relevant holder of Loan Notes (subject to any
requirement to deduct tax thereon) semi-annually in arrears at the end of
the then relevant interest period at the rate of one half of 1% below LIBOR
as determined on the first Business Day of each such interest period.  The
first interest payment will be made on 31 March 2004 in respect of the
period from and including the date of issue of the relevant Loan Notes up to
(but excluding) that date.

The Loan Notes will be redeemable at par (together with any accrued
interest) in whole or in part (being GBP1,000 in nominal value or an
integral multiple thereof) for cash at par value at the option of note
holders on any interest payment date.

ING Investment Banking has advised that, based on market conditions on 26
June 2003 (the last practicable date prior to this announcement), its
estimate of the value of the Loan Notes, if they had been in issue on that
date, would have been not less than 98 pence per £1 in nominal value of the
Loan Notes.

The Loan Note Alternative will be conditional upon the Offer becoming or
being declared unconditional in all respects and valid elections having been
received by such time for at least GBP500,000 in nominal value of Loan
Notes.  A maximum of GBP5 million in nominal value of Loan Notes will be
available to be issued under the Loan Note Alternative.  To the extent that
valid elections for the Loan Notes may exceed the maximum available, such
elections shall be scaled back.

The Loan Note Alternative will remain open for so long as the Offer remains
open for acceptance.  If the Offer becomes or is declared unconditional in
all respects but sufficient valid elections for the Loan Notes are not
received, no Loan Notes will be issued unless Children's Stores determines
otherwise. If, as a result of insufficient elections, the Loan Notes are not
issued, such elections shall be void and those Hamleys Shareholders who have
elected to receive Loan Notes will instead receive cash consideration under
the basic terms of the Offer.

Any Loan Notes outstanding on 31 March 2007 will be redeemed at par
(together with any accrued interest) on that date or, at the election of
Children's Stores, on any earlier interest payment date on which the
aggregate nominal value of the Loan Notes then remaining outstanding is less
than GBP300,000.

The Loan Notes will not be listed on any stock exchange, nor is it intended
that any trading facility will exist for the Loan Notes.

The Loan Notes will be governed by English Law.

Further details of the Loan Notes will be contained in the Offer Document.

Financing of the Offer

The Offer is being financed out of cash resources being made available to
Children's Stores pursuant to investments by certain shareholders of Chelsea
Stores and funds managed by Rhone Capital.

To See Full Copy of Cash Offer:
http://bankrupt.com/misc/Hamleys_Cash_Offer.htm

CONTACT:  BELL POTTINGER FINANCIAL
          Phone: 020 7861 3232
          (PR adviser to Children's Stores)
          Jonathon Brill
          John Coles

          ING INVESTMENT BANKING
          Phone: 020 7767 1000
          (Financial adviser and broker to Children's Stores)
          Fraser Marcus
          Simon Newton


HAMLEYS PLC: Baugur to Revive Offer, Says Report
------------------------------------------------
Icelander retailer Baugur is expected to re-launch a higher offer for toy
store group Hamleys after being topped by Tim Waterstone's offer last week,
according to the Telegraph.  It is believed to have the financing ready
should it embark on the plan.

Baugur surprised observers Friday when it raised its 205p a share offer to
226p, valuing the company at GBP52.2 million.  But this was still short of
the 230p a share offer of Mr. Waterstone.

The report quoted Hamleys Chairman Simon Burke saying: "It is a question of
money."

A spokesman for the company declined to comment further than saying Baugur
was "considering its position over the weekend, and reviewing the bid of
Waterstone."

Mr. Burke also said, according to the report: "This is a long way from where
we started. But I cannot be sure [about a higher Baugur bid], it is not at
all clear."

He also said Hamley's management would be meeting over the weekend to decide
whether to back the higher bid from Mr. Waterstone, or withdraw its support
for either bid.

"It is a question of money. We have only ever supported the higher bid, or
the bid that was more likely to come to fruition. It is hard to see any
factor other than the money coming into it, because they are similar bids.
Tim Waterstone has made it clear he would want to work with the management
team," Mr. Burke said.


IMPERIAL CHEMICAL: Rivals' Profit Warnings Worry Investors
----------------------------------------------------------
Imperial Chemical investors are bracing themselves for a possible profit
warning from the chemicals group after U.S. peers, Rohm & Haas and Avery
Dennison, issued similar announcements last week.  Unilever, an ICI
customer, also issued warning regarding sales.

The group's share value was down to 122p after losing 6.9% as a result of
the speculations.  According to the Financial Times, Deutsche Bank said the
warning covered about 60% of ICI's businesses.  It also predicted that the
shares could fall to 110p if there were further pension or earnings
disappointments this quarter.  Analysts at HSBC, meanwhile, downgraded
Imperial Chemicals Industries from "buy" to "reduce." The target price is
set to 105p.

The analysts said in a research note the high U.S. natural gas prices are
keeping the company from recovery, suggesting that the group change
priorities and focus on core competency.


INVENSYS PLC: To Sell Water-metering Operations for US$850 Mln
--------------------------------------------------------------
Troubled U.K.-based engineering group, Invensys Plc, has decided to sell its
U.S.-based metering business for US$850 million, according to AFX News
Agency citing Sunday Telegraph.

Bank of America and Invensys' advisor on its overall disposals program,
Morgan Stanley, are working out the transaction, which could form a sizeable
part of the company's latest restructuring plan.

The Deal newsletter also said an information memorandum is being circulated
on the business that has annual revenues of US$525 million.

Invensys is selling the units to counter weak markets at its industrial
products and trim down debt that still stands at GBP1.6 billion despite the
sale of eight businesses for a total of GBP1.8 billion since February 2002.

Invensys chief executive Rick Haythornthwaite stated last month he is
determined to turn the company around.  A second program of divestments
involves the sale of businesses that currently account for GBP2.9 billion of
annual sales and represent more than half of the parent company's remaining
total revenue.

The company will be left with its Production Management and Rail Systems
divisions after the divestments.  The latest restructuring plan hopes to
raise around GBP1.8 billion.


INVERESK PLC: Interim Results to Show Operating Profit
------------------------------------------------------
Inveresk Plc made issued this statement at the AGM held last Friday:

"The directors are pleased to report that the company has enjoyed a strong
period of trading since the beginning of the year despite all the
uncertainties it faced prior to the successful recapitalization and
refinancing of the company in April.  The directors expect to announce the
company's interim results for the six months to 30 June 2003 on or around 28
July 2003 and anticipate that these results will show operating profits of
no less than GBP2.3 million and pre-tax profits in excess of GBP1.5 million
for the first half of the year.  No tax charge is anticipated.

"In spite of challenging market conditions, the directors believe that the
company is well positioned and are optimistic about Inveresk's prospects for
the remainder of the year and beyond."

CONTACT:  INVERESK PLC
          Phone: 0207 240 1234
          Jan Bernander (Chairman)
          Alan Walker (Chief executive)


NETWORK RAIL: To Raise Cash Via US, Euro Commercial Paper Issues
----------------------------------------------------------------
Network Rail signed a GBP4 billion- Euro Commercial Paper Program and U.S.
Commercial Paper Program.  It intends to commence issuing notes in early
July in various currencies in the euro and U.S. markets.

Merrill Lynch is the arranger of the program.  The dealers are Barclays
Capital, Citibank, HSBC, Merrill Lynch, RBC, Royal Bank of Scotland, UBS and
WestLB.

The CP program is supported by a GBP4 billion standby loan facility provided
by the Strategic Rail Authority and a GBP1 billion standby commercial bank
liquidity facility.

Network Rail CP Finance plc has been assigned the highest short-term
ratings - a P-1 rating by Moody's Investor Services, A-1+ by Standard &
Poor's and F1+ by Fitch.

Fred Maroudas, Head of Funding of Network Rail, said: "We are very pleased
that Network Rail has put this program in place.  It represents Network
Rail's first entry into the capital markets and is an important part of our
financing plans."

Ron Henderson, Finance Director of Network Rail, said: "This Commercial
Paper program provides Network Rail with additional financing to meet
working capital requirements through to the implementation of the interim
review in April 2004."

CONTACT:  FINANCIAL DYNAMICS
          Jon Simmons
          Phone: 020 7831 3113


NETWORK RAIL: Thousands of Jobs to go in Latest Cost-cutting
------------------------------------------------------------
Network Rail is expected to announce a phased reduction on its current
14,000 staff that would cut around 2,000 jobs in the company.

According to the Telegraph, Rail, Maritime and Transport Union said it
expected 2,500 jobs to go at most.  Network Rail confirmed it would unveil
its group efficiency program this week, but declined to comment on the
number of jobs that has to go.

The successor to Railtrack is cutting personnel to cut costs by over GBP1
billion come March 2006.  A spokesman said: "Driving down costs and
improving performance are Network Rail's main focus."

Network Rail has been criticized for its huge spending amidst poor
performance.  It is expected to spend GBP12 billion more by 2006 than
allowed by rail regulator Tom Winsor, despite the fact that it only runs
four trains on time out of the five it has.

It also emerged last week that Network Rail directors were reaping rewards
from Railtrack administrator Ernst & Young.


NETWORK RAIL: Rail Regulator Backs Commercial Paper Program
-----------------------------------------------------------
The Strategic Rail Authority (SRA; AAA/Stable/--) plays an essential role in
the proposed GBP4 billion- commercial paper program due to be issued by
Network Rail.

As a liquidity provider supporting the CP program (and ultimate backstop),
the SRA is contractually required in certain circumstances (including the
exercise of drawstops by six out of the eight banks providing GBP1 billion
of liquidity facilities), and if there was no warning of imminent default,
to provide same-day funding in the event of maturing CP.  As of the same
date, the sole source of same-day liquidity that the SRA has at its
disposal -- other than funds from the Department for
Transport -- is funds in hand. These would probably be insufficient to repay
maturing CP, which could total up to GBP1 billion on any given day.

As part of its due diligence, Standard & Poor's has satisfied itself that
the SRA will be in a position to meet its contractual obligations for full
and timely payment under the CP program, and has discussed with senior
officials at the SRA, the Department for Transport, and HM Treasury how the
SRA might have available funds to meet a same-day funding call arising under
maturing CP.

In coming to this conclusion, Standard & Poor's examined:

(a) The cash inflows to the Department for Transport, the SRA's
    sponsoring department, throughout the fiscal year, as voted
    by Parliament;

(b) The process by which the Treasury can put the Department for
    Transport in funds in a timely manner and whether this can
    be done on a same-day basis, if the request is made early in
    the day; and

(c) The legal basis upon which the Treasury's contingencies fund
    could be accessed and the pre-clearances put in place to
    ensure that money would flow quickly.


NETWORK RAIL: Commercial Paper Program Assigned 'A-1+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its preliminary 'A-1+'
short-term debt rating to Network Rail CP Finance PLC's GBP4 Billion
multi-currency global commercial paper (CP) program.

The CP is to be issued by Network Rail CP Finance PLC (the issuer), a
limited-purpose, wholly owned subsidiary of rail infrastructure company
Network Rail Ltd.  The proceeds of the CP will be on-lent to Network Rail
Infrastructure Ltd.

The 'A-1+' rating is based on the credit enhancement provided by the
Strategic Rail Authority (SRA; AAA/Stable/A-1+) through the provision of
on-demand liquidity and term loan facilities of up to £4 billion through the
Legacy Working Capital Support Facility.

"A key factor in assigning the preliminary 'A-1+' rating to the issuer was
the determination of the ability of the SRA to fund potentially significant
amounts of maturing CP on a same-day basis and outstanding amounts
(principal and others) under the program," said Standard & Poor's credit
analyst Jonathan Manley.

Standard & Poor's has confirmed, through joint discussions with Network
Rail, the SRA, and the U.K Government (AAA/Stable/A-1+) through the
Department of Transport and HM Treasury, that the SRA will have the ability
to fund any such maturing CP on a full and timely basis.  Funding will come
from the SRA's own liquidity, funds available at the Department of Transport
or, ultimately, the Contingency Fund.


SEYMOUR PIERCE: Posts Interim Results for Six Months Ended March
----------------------------------------------------------------
In the six months to 31 March 2003 the Group's operating performance
reflected stock market conditions, which suffered falls in the build up to
the conflict in Iraq.  Turnover for the period was GBP9.7 million against
GBP10.3 million for the same period in 2002.  The operating loss on
continuing operations before goodwill and exceptional items was GBP0.9
million (2002: GBP2.3 million). The loss on ordinary activities before tax
was GBP8.6 million (2002: GBP19.9 million).

Restructuring

As a result of the Group's strategic review, all the business lines, which
were operating at a loss, have either been sold or closed.  This
restructuring has involved a significant reduction in staff numbers, notably
executive directors.  The central Group overhead, largely comprised of the
personnel costs of executive directors and support departments, has
accordingly been radically reduced and is continuing to fall on a monthly
basis.  The process of reducing the Group's head count from over 250 to
under 100, on completion of transactions signed to date, has been a complex
one and the costs are fully expensed in these results.  The results also
include the legal and professional costs of selling businesses and prudent
provisions in respect of leased properties, now vacated by operations, which
have been eliminated.

Asset Management

The Group's asset management platform has been scaled back to its core
business, Pavilion Asset Management.  This follows a withdrawal from the
hedge fund arena.  For a group of our size the costs of participation were
unacceptably high given the difficulty in attracting funds under management.

Pavilion is operated as a discrete entity within the Group.  It remains the
focus of the Board to ensure that this business continues to be fully
resourced.  Our review of the alternative options for maximizing shareholder
value within this division continues, naturally affected by the recent
return of positive sentiments within equity markets.

Private Clients

The Group's private client businesses presented a mixed picture, with the
regional stockbroking offices sustaining significant losses, while our
ongoing financial advisory and discretionary management business, Rowan &
Co., increased turnover and remains profitable.  The regional stockbroking
operation, Seymour Pierce Bell, has been sold as have our private wealth
management operations.  The former transaction completed on 4 June 2003 and
the latter, contracts having been exchanged on 16 April 2003, awaits
regulatory approval.

Investment Banking

The Group's investment banking operations strove successfully to maintain
their record of continuous profitability in the face of an extremely adverse
operating environment.  On 11 April 2003, the Board announced the disposal
of the investment banking business to its management team, supported by
Alchemy Partners, for a cash consideration of GBP7.35 million. This
transaction awaits regulatory approval.

Current Trading and Outlook

The Group retains two operating businesses at the date of this report,
Pavilion Asset Management and Rowan & Co., which are trading profitably.  We
continue to assess the potential benefit of retaining these businesses
against their current sale value and this assessment can now be made in the
light of an improved trading environment.

It remains the intention of your Board to return surplus cash to
shareholders as soon as possible.  This will require inter alia the approval
of shareholders at an EGM, an application to the High Court to approve a
reduction of capital in order to achieve a reconstruction of the Company's
distributable reserves and completion of those transactions (and therefore
receipt of cash proceeds), which are awaiting regulatory approval.  I look
forward to announcing further details in this respect at the earliest
opportunity.

Keith Harris
Executive Chairman
27 June 2003

To view full report and financials:
http://bankrupt.com/misc/SEYMOUR_PIERCE.htm

CONTACT:  Keith Harris, Executive Chairman
          Phone: 020 7107 8000
          Patrick Ingram, Finance Director
          Phone: 020 7107 8000


TADPOLE TECHNOLOGY: Issues Interim Result for October to March
--------------------------------------------------------------
Tadpole Technology issued this week its interim results for October to
March.  The overview and highlights are:

(a) Group completes key phase of strategy to become an
    enterprise applications and software company following
    disposal of hardware business

(b) Operating losses before goodwill impairment and foreign
    exchange movements reduced to GBP2.6 million (2002 - GBP3.2
    million)

(c) Cartesia order book at March 2003 10 times that of previous
    year; further exploits its strategic alliance with ESRI and
    ESRI partners and is expected to be profitable at FY/03

(d) Endeavors makes solid progress in product roll-outs and
    early adopter implementations; forward business activity now
    focused on marketing server-to-desktop applications on-
    demand technology and instant messaging products bringing
    security, interoperability and central audit trail to
    mainstream instant messaging platforms

(e) Group continues to exercise tight control over cash burn;
    early conversion of promissory notes from sale of hardware
    business reduces likelihood of further draw downs from GEM
    equity line of credit

(f) Following business reviews and refocusing of software
    companies, Board looks to the future with confidence and
    delivering value to shareholders

To view full report and financials:
http://bankrupt.com/misc/Tadpole_Technology.htm

CONTACT:  TADPOLE TECHNOLOGY PLC
          Keith Bigsby, Chief Financial Officer
          Phone: 01223 393522
          Mike Brennan, Evolution Beeson Gregory
          Phone: 0207 488 4040
          Hugh Paterson, Patcom Media
          Phone: 0207 987 4888


* 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                   (41)         352       N.A
BSN Glasspack                       (102)       1,151       179
Bull SA                   BULP       (39)       1,512       (17)
Centrest Societe
   de Developpement
   Regional                         (132)         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       (180)     111,959   (31,035)
Grande Paroisse SA                  (845)         383       107
Immobiliere Hoteliere     HOIN       (66)         185       (54)
Pneumatiques Kleber SA               (34)         480       139
Sa des Usines Chausson               (23)         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
St Fiacre (FIN)                       (1)         111       (33)
Trouvay Cauvin            TRCN         0          134        10
Usines Chauson                       (23)         249        35

GERMANY
-------
Dortmunder
   Actien-Brauerei        DABG       (13)         118       (29)
Edel Music AG             EDLG       (66)         353      (159)
Eurobike AG               EUBG       (32)         158       (31)
F.A. Guenther & Sohn AG   GUSG        (8)         111       N.A.
Kaufring AG               KAUG       (19)         151       (51)
Nordsee AG                            (8)         195       (31)

ITALY
-----
Binda SpA                 BND        (11)         129       (20)
Credito Fondiario
   e Industriale SpA      CRF       (200)       4,218       N.A.

NETHERLANDS
-----------
Baan Company N.V.         BAAN        (8)         610        46

NORWAY
------
Northern Oil ASA          NOI         (9)         204      (272)
Pan Fish ASA              PAN       (117)         806       259
Petroleum-Geo Services    PGO        (32)       2,963     5,250

POLAND
------
Animex SA                             (1)         108       (86)
Exbud Skanska SA          EXBUF       (9)         315      (330)

SPAIN
-----
Altos Hornos de Vizcaya SA          (116)       1,283      (278)
Santana Motor SA                     (46)         223        41
Tableros de Fibras SA     TFI        (43)      (2,107)      116

SWITZERLAND
-----------
Kaba Holding AG           KABZN      (64)         515       252

UNITED KINGDOM
--------------
Abbot Mead Vickers                    (2)         168       (16)
Alldays Plc               ALD       (120)         252      (202)
Amey Plc                  AMY        (49)         932       (47)
Bonded Coach
   Holiday Group Plc                  (6)         188       (44)
Blenheim Group                      (153)         198       (34)
Booker Plc                BKRUY      (60)       1,298        (8)
Bradstock Group           BDK         (2)         269         5
Brent Walker Group                (1,774)         867    (1,157)
British Nuclear Fuels Plc         (2,627)      36,359     1,948
British Sky Broadcasting  BSY       (459)       3,364       (40)
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                 (885)       3,053      (435)
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)       4,109       (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
Regus PLC                 RGU        (46)         367       (60)
Rentokil Initial Plc      RTO     (1,130)       2,809       (37)
Saatchi & Saatchi         SSI       (119)         705       (41)  Seton
Healthcare                     (11)         157        (0)
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.  Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee
Gonzales, Editors.

Copyright 2003.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or publication
in any form (including e-mail forwarding, electronic re-mailing and
photocopying) is strictly prohibited without prior written permission of the
publishers.

Information contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR Europe subscription rate is US$575 per half-year, delivered via
e-mail.  Additional e-mail subscriptions for members of the same firm for
the term of the initial subscription or balance thereof are US$25 each. For
subscription information, contact Christopher Beard at 240/629-3300.


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