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            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

                 Wednesday, September 3, 2003, Vol. 4, No. 174


                              Headlines



F R A N C E

ALSTOM SA: Schiffrin & Barroway Files Shareholder Class Action
FRANCE TELECOM: Discloses Exchange Offer for Orange Shares
FRANCE TELECOM: Says Offer Consistent with Needs, Growth Strategy
FRANCE TELECOM: Orange to Remain Independent After Buyout
FRANCE TELECOM: Outlines Principal Terms of Offer for Orange

FRANCE TELECOM: Exchange Ratios to Exclude that Prior to April 15
FRANCE TELECOM: To Offer Liquidity Agreement if Offer is Accepted
FRANCE TELECOM: S&P Says Orange Buyout Will Not Affect Ratings
FRANCE TELECOM: Fitch Affirms Sr., Short-Term Ratings at BBB/F2
NEXANS: Wins Cable Supply Order for Luggage Conveying System

SUEZ SA: Sells 50% Stake in Waste Specialist to Ferrovial


G E R M A N Y

BANKGESELLSCHAFT BERLIN: Concludes Sale of ALLBANK to GE Bank
MEDIA! AG: Ceases Business Operations Due to Insolvency
THYSSENKRUP AG: Sells Hunnebeck Group to Sun Capital Partners
WESTLB AG: Box Clever Fiasco Claims Another Senior Head


N E T H E R L A N D S

KONINKLIJKE AHOLD: Calls Rights Issue Plan Reports 'Speculation'
UNITED PAN-EUROPE: UGC Declares Share Offer Final & Unconditional


S W I T Z E R L A N D

WINTERTHUR GROUP: Completes Sale of Churchill to Royal Bank
ZURICH FINANCIAL: Closes Sale of Part of Dutch Operations


U N I T E D   K I N G D O M

AES DRAX: Forms Exclusive Restructuring Pact with Int'l Power
CANARY WHARF: MSREF, Whitehall, Simon Glick Confirm Plan to Bid
COLLINS STEWART: Faces Fresh Allegations Over Business Tactic
COLLINS STEWART: Suing FT Over Report on Regulatory Breaches
ENGLISH & AMERICAN GROUP: Court Sanctions Scheme of Arrangement

EURODIS ELECTRON: Proposes Placing and Open Offer of New Shares
EXETER INVESTMENT: Transfers Fund Management Rights to New Star
HAWTIN PLC: Completes Disposal of Certikin Group Subsidiary
LAURA ASHLEY: Sells Several Operations to Laben for EUR2
LONDON FORFAITING: Buyers Disclose Interests in Shares

ROOM SERVICE: Appoints John East & Partners Limited as Broker
TRINITY MIRROR: In Talks With Potential Buyers For Irish Titles


* Richard Marshall to Join Cadwalader's London Office


                          *********



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F R A N C E
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ALSTOM SA: Schiffrin & Barroway Files Shareholder Class Action
--------------------------------------------------------------
A class action lawsuit was filed in the United States District
Court for the Southern District of New York on behalf of:

     (i) all purchasers of the American Depositary Receipts of
         Alstom SA (ALS) (NYSE:ALS) between May 26, 1999 and June
         29, 2003, inclusive who purchased such shares on the New
         York Stock Exchange; and

    (ii) all purchasers of the securities of Alstom between May
         26, 1999 and June 29, 2003, inclusive, who live in the
         United States and who were damaged thereby.

The complaint alleges that defendants violated Sections 10(b) and
20(a) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder.  Throughout the Class Period, as alleged
in the complaint, defendants issued numerous positive statements
concerning the growth and financial performance of its
transportation subsidiary.  The complaint alleges that these
statements were materially false and misleading because they
failed to disclose and/or misrepresented the following adverse
facts, among others:

     (a) that the company had failed to recognize costs incurred
         in a rolling-stock supply railcar contract at its
         transportation unit in anticipation of shifting the
         costs to other contracts;

     (b) that the company lacked adequate internal controls and
         was therefore unable to ascertain the true financial
         condition of the company; and

     (c) as a result of the foregoing, the value of the company's
         losses was materially understated at all relevant times
         and the value of the company's margins was materially
         overstated at all relevant times.

On June 30, 2003, before the U.S. market opened for trading,
Alstom announced that it is "conducting an internal review
assisted by external accountants and lawyers following receipt of
letters earlier this month alleging accounting improprieties on a
railcar contract being executed at the Hornell, New York facility
of ALSTOM Transportation Inc. (ATI), a U.S. subsidiary of the
Company."

As part of the review, the Company "identified that losses have
been significantly understated in ATI's accounts, in substantial
part due to accounting improprieties by the understatement of
actual costs incurred, including by the non-recognition of costs
incurred in anticipation of shifting them to other contracts, and
by the understatement of forecast costs to completion."  As a
result, the company announced that it would record an additional
net after tax charge of EUR51 million (US$58 million) for the
year ended March 31, 2003.

Plaintiff seeks to recover damages on behalf of class members and
is represented by the law firm of Schiffrin & Barroway, which
prosecutes class actions in both state and federal courts
throughout the country.  Schiffrin & Barroway is a driving force
behind corporate governance reform, and has recovered in excess
of a billion dollars on behalf of institutional and high net
worth individual investors.

If you are a member of the class described above, you may, not
later than October 28, 2003, move the Court to serve as lead
plaintiff of the class, if you so choose.  In order to serve as
lead plaintiff, however, you must meet certain legal
requirements.

If you wish to discuss this action or have any questions
concerning this notice or your rights or interests with respect
to these matters, please contact Schiffrin & Barroway, LLP (Marc
A. Topaz, Esq. or Stuart L. Berman, Esq.) toll free at 1-888-299-
7706 or 1-610-667-7706, or via e-mail at info@sbclasslaw.com.


FRANCE TELECOM: Discloses Exchange Offer for Orange Shares
----------------------------------------------------------
     I- Presentation of the Public Exchange Offer

The Boards of Directors of France Telecom and Orange met on
August 31, 2003 and the France Telecom Board approved and the
Orange Board recommended a proposal for the acquisition of the
Orange shares not already held by France Telecom by way of a
simplified public exchange offer.  This Offer was filed on
September 1, 2003 with the French market authorities.

      II- Opinions of the Board of Directors of
           France Telecom and Orange

Opinion of the Board of Directors of France Telecom

The Board of Directors of France Telecom met on August 31, 2003,
with Thierry Breton chairing the meeting and was informed of the
proposed Offer and the related draft joint information
memorandum.  All members were either present or represented.  The
Board approved the proposed transaction, with five directors
abstaining.

Mr. Samuel-Lajeunesse announced to the Board that 'the French
State supports this proposal and that, in consequence, the State,
which holds directly and indirectly 58.7% of the capital of
France Telecom, will vote in the General Shareholders Meeting on
October 6, 2003 in favor of the resolutions approved at the board
meeting.'

Opinion of the Board of Directors of Orange

The Board of Directors of Orange held a meeting on August 31,
2003, chaired by Mr. Thierry Breton, to consider the Offer.

The Chairman of the Board reviewed the principal events that had
led to this meeting:

(a) On August 19, 2003, the Chairman of the Board of Directors,
    to whom France Telecom had delivered its proposed Offer,
    requested Messrs. Cardoso, Henkel, and Hobley (the
    Independent Directors), to undertake preparations for the
    Board of Directors so as to enable it to take a position on
    the proposed transaction.  For this purpose, the Independent
    Directors immediately (i) pre-selected independent legal and
    financial advisors to assist the Board of Directors in
    connection with the   proposed transaction and (ii) through
    such advisors, began preliminary work to evaluate such
    transaction.

(b) Between and August 19 and 22, all of Orange's Directors were
    informed by the Chairman of France Telecom's intentions,
    which provided them with complete information on the Offer
    and the France Telecom group.

(c) The evaluation of the proposal by the Independent Directors
    and their pre-selected financial advisors continued, and,
    between that time and August 28, 2003, France Telecom
    finalized the exchange ratio for the proposed Offer.

(d) During its meeting held on August 29, 2003, a draft
    information memorandum having been transmitted by the
    Chairman, the Board of Directors approved (i) the preliminary
    preparations of the Independent Directors on the proposed
    public exchange offer and (ii) the appointment of the
    investment banks, Deutsche Bank AG, London Office, and
    Merrill Lynch Capital Markets (FRANCE) SAS, and the law firms
    Bredin Pra and Slaughter and May, which had been selected by
    the Independent Directors, as advisors to Orange and its
    Board of Directors in connection with the proposed
    transaction.

The Board of Directors, after reviewing the information
memorandum jointly prepared with France Telecom, emphasized that
the proposed transaction would make it possible to pursue
Orange's development as part of the Group.

The Board of Directors reviewed the fairness opinions, dated the
date hereof, delivered by Deutsche Bank AG, London Office, and
Merrill Lynch Capital Markets (France) SAS, which opined on the
fairness of the exchange ratio offered to Orange shareholders
(except for France Telecom and its subsidiaries) in connection
with the proposed Offer.

The Board of Directors commented that such exchange ratio
included a premium for Orange shareholders of:

(a) 22.9% on the basis of the average trading price over the ten
    trading days preceding the date of this announcement;

(b) 23.1% on the basis of the average trading price over the
    month preceding the date of this announcement;

(c) 21.3% on the basis of the average trading price over the
    three months preceding the date of this announcement.

On the basis of the foregoing considerations, the Board of
Directors, after deliberation, unanimously resolved that the
proposed simplified public exchange offer was in the interests of
Orange, its shareholders, and its employees, and recommended to
Orange's shareholders that they tender their shares in the Offer.

Finally, the Board of Directors resolved to authorize and direct
the company's Chief Executive Officer, with the right to grant
sub-delegations of authority, to sign the information memorandum
jointly prepared with France Telecom, which will be submitted to
the Commission des Operations de Bourse for its approval.

The members of the Board of Directors indicated that they
intended to tender their Orange shares in the Offer.


FRANCE TELECOM: Says Offer Consistent with Needs, Growth Strategy
-----------------------------------------------------------------
               III - Reasons for the Offer

The Offer is consistent with the strategic vision of France
Telecom and is based among other things on:

(a) The growing needs of the Group's customers for integrated
    services on fixed and mobile platforms;

(b) A growth strategy based on the development of new innovative
    services;

(c) A model of strong coordination between the different
    activities of the Group in key areas such as strategy, the
    development of new services, client development and
    centralization of purchasing.

Orange is a key asset of the France Telecom group, both
strategically and financially, and is a significant contributor
to growth and the generation of cash flow.  The Offer today is a
natural step for the Group in line with the 'Ambition FT 2005'
plan.

On a financial level, the transaction will ensure improved
flexibility for France Telecom, including:

(a) The purchase of Orange minority interests will ensure an
    optimal financial equilibrium in the future between the
    Group's sources of cash flow generation and the Group's
    interest expense.

(b) The credit profile of the Group will benefit from the
    strengthening of shareholders' equity and an optimization of
    intra-group cash flow; this should enable France Telecom to
    obtain improved financing terms in the  credit markets.

(c) In the event France Telecom holds more than 95% of the
    capital and voting rights of Orange, France Telecom will be
    able to consolidate the results of Orange for tax purposes.
    This would permit an acceleration of the timetable regarding
    the use of deferred tax assets of France Telecom.

France Telecom shareholders and Orange shareholders who choose to
tender their shares in the Offer should benefit from the improved
market profile of the Group.  France Telecom's shares will
benefit from an enlarged float and increased visibility and the
transaction will reinforce France Telecom's status as the
leading telecommunications share on the Bourse de Paris.  This
transaction will increase the weighting of France Telecom in the
CAC 40 index and Eurostoxx 50 index and which should of itself
generate additional demand for France Telecom shares from the
index funds.

The transaction will also enable Orange shareholders tendering
their shares in the Offer to maintain an interest in the economic
and financial performance of Orange, since the growth, commercial
success and profitability of Orange and France Telecom are
closely linked.  By becoming shareholders of France Telecom, the
Orange shareholders who tender their shares in the Offer will
participate in the new dynamism of the Group, thus gaining
access, in particular, to all of the effects of the TOP Program
and the benefits of improved integration of the Group's
activities.  Orange shareholders participating in the Offer will
benefit, in addition to the premium offered, from the anticipated
considerably enhanced liquidity of France Telecom shares with
average daily trading volumes of 149 million euros for France
Telecom shares against EUR37 million for Orange shares.  These
figures cover the period from April 15 to August 29, 2003.
(source: Datastream)


FRANCE TELECOM: Orange to Remain Independent After Buyout
---------------------------------------------------------
IV- Organization of France Telecom Group after the Offer

Orange will remain a separate company with its own Board of
Directors and will conserve among other things its management
independence, its operational resources, its enterprise culture
and its own trademark.  The transaction will entail no
modification of the legal structures and management bodies of
Orange.

The Offer will have no impact on the employees of Orange and
France Telecom. No change is planned in the composition of the
corporate bodies of Orange as a result of the Offer.

France Telecom has indicated that it does not envisage any merger
of France Telecom and Orange after the Offer.

France Telecom intends to return to a policy of making
distributions to shareholders from 2004.

In the event that France Telecom holds, alone or in concert, at
least 95% of the Orange voting rights following the Offer, France
Telecom reserves the right to subsequently file a public buy-out
offer (offre publique de retrait) followed by a compulsory buy-
out (retrait obligatoire) with respect to any Orange shares
that it does not already hold.

France Telecom draws the attention of investors to the fact that
the liquidity of Orange shares could be significantly reduced
after the Offer. It is expressly noted, furthermore, that after
the closing of the Offer France Telecom does not intend to
maintain such liquidity.


FRANCE TELECOM: Outlines Principal Terms of Offer for Orange
------------------------------------------------------------
    V - Summary of the Principal Terms of the Offer

France Telecom irrevocably offers to exchange Orange ordinary
shares, with a nominal value of 1 euro each, held by Orange
shareholders for existing or to be issued France Telecom ordinary
shares, with a nominal value of EUR4, at an exchange rate of 11
France Telecom shares for 25 Orange shares.

The new France Telecom shares will rank pari passu in all
respects with the existing France Telecom shares.

Summary of the Principal Conditions for Tendering in the Offer

Each tender must cover a round lot of 25 Orange shares or a
multiple thereof.  Holders of Orange shares shall be responsible
for dealing with any balances.

The Offer covers all existing Orange shares not already held by
France Telecom, as well as any Orange shares that may be issued
prior to the closing of the Offer pursuant to the exercise of
stock options, namely an aggregate of:

(a) 660,765,197 issued Orange shares, representing 13.72% of the
    capital and voting rights of Orange at the date of this
    information memorandum;

(b) 51,676,178 shares subject to issuance prior to the closing of
    the Offer upon exercise of 51,676,178 stock options,
    representing 1.07% of the capital and voting rights of Orange
    at the date of this information   memorandum.

On this basis the aggregate number of Orange shares capable of
being tendered in the Offer is 712,441,375 shares.

France Telecom holds, directly or indirectly, at the date hereof
4,154,521,243 shares of Orange representing 86.28% of the capital
and voting rights of Orange.

France Telecom has not acquired, directly or indirectly, any
Orange shares during the preceding twelve months.

Shares tendered in the Offer will be accepted regardless of the
number of Orange shares tendered.

  Origin of the France Telecom Shares Remitted in Exchange

The France Telecom shares available for exchange for Orange
shares in the Offer comprise of:

(a) new shares to be issued further to a decision of the Chairman
    and Chief Executive Officer of France Telecom in application
    of the powers granted him by the Board of Directors in its
    meeting of 31 August 2003 pursuant to the authorization given
    to it by the general meeting of the shareholders of February
    25, 2003.

(b) 95,363,219 existing shares held by France Telecom.  The
    combined general meeting of France Telecom shareholders of
    May 27, 2003 authorized, by its second resolution, for a
    period of eighteen months, the Board of Directors of France
    Telecom to repurchase France Telecom SA shares representing
    up to 10% of France Telecom's share capital.

According to the terms of the authorization given by the combined
general meeting of the shareholders of the company in its sixth
resolution, the selling price shall not be less than EUR25 per
security, subject to adjustments related to the capital of the
company.

In order to enable France Telecom to remit the treasury shares it
holds to shareholders of Orange who tender their shares in the
Offer, the France Telecom shareholders will be asked at the
ordinary general meeting to be held on October 6, 2003, to reduce
the minimum selling price of the shares of the company to
EUR14.50.

The maximum number of France Telecom shares that may be remitted
in exchange under the Offer is as follows:

Number of treasury shares                    95,363,219

Maximum number of new France Telecom
shares that may be issued under the Offer   218,110,986

Maximum total number of shares
that may be remitted under the Offer        313,474,205

Orange shares tendered will be exchanged first for existing
France Telecom shares.

The new France Telecom shares will rank pari passu in all
respects with the existing France Telecom shares and will be
fully fungible with them.

Hedging Transactions

In the context of the implementation of the Liquidity Agreement,
France Telecom may have to remit France Telecom shares to the
Orange option holders (see VIII below).  Taking into account
France Telecom's use of its treasury shares for the purposes of
the Offer, France Telecom plans to implement a strategy in order
to manage the Group's financial risk resulting from these
options.

In addition, France Telecom issued on November 29, 2001,
3,492,000 notes exchangeable for existing France Telecom shares
maturing on 29 November 2005, each note, with a nominal amount of
1000 euros, being exchangeable, as of the date hereof, into
17.0800 France Telecom shares.  (These exchange rights are
currently 'out of the money'.)  As a consequence of using its
treasury shares for the purposes of the Offer, France Telecom may
implement a strategy to obtain existing shares in order to be
able to cover possible exchanges of the exchangeable notes
through their maturity.

As part of these strategies, France Telecom may implement, during
the period starting with the announcement of the Offer, hedging
arrangements for all or part of the shares underlying the
Liquidity Agreement and the exchangeable notes, involving
derivative transactions (particularly future purchases of, or
purchases of call options on, France Telecom shares from
financial institutions, which may be the sponsoring institutions
for the Offer; which institutions in turn may trade in the market
during the Offer period to hedge their positions) or the purchase
of France Telecom shares.

As of the date hereof, the flow of purchases of France Telecom
shares likely to result, on a net basis, from these hedging
transactions, should be in the order of 10 million shares.

Any such intervention will be implemented within the scope of the
France Telecom corporate repurchase program and would be made in
conformity with the exemptions provided for by Articles 5-2-14
and 5-3-7 of the General Regulations of the CMF, and comply with
the conditions of Regulation 90-04 of the COB.


FRANCE TELECOM: Exchange Ratios to Exclude that Prior to April 15
-----------------------------------------------------------------
VI - Agreements that may have a significant effect on the Offer

To the knowledge of France Telecom and Orange, there are no
agreements that are likely to impact the evaluation of the Offer
or the result of the Offer.

VII - Key information for an evaluation of the exchange ratio

The premia/(discounts) calculated below highlight the difference
between the proposed exchange ratio of 11 France Telecom shares
for 25 Orange shares (either 0.44 France Telecom shares for 1
Orange share, or 2,27 Orange shares for 1 France Telecom share)
and the implied exchange ratio on the basis of the
criteria analyzed.

1  Share prices

The closing share prices as of August 29, 2003 of France Telecom
and Orange, were respectively EUR22.60 and EUR8.45 per share and
are the latest quoted share prices before the announcement of the
Offer.

Consequently, the market data as presented to assess the proposed
exchange ratio is prior to the announcement of the Offer on
September 1, 2003.

Moreover, given the EUR14.85 billion net capital increase, which
closed on April 15, 2003, France Telecom share prices prior to
this date cannot be used to assess the exchange ratio.  As a
result, historical exchange ratios calculated based on periods
before April 15, have not been included.

Period (*)     France     Ratio France Ratio Orange
       Telecom  Orange  Telecom /  / France Premium Offered
       (EUR/share) (EUR/share) Orange (x) Telecom(x)   (%)
       22.60EUR 8.45EUR   2.67x   0.37x   17.7%

Close of day 29 August 2003
Average 1 week     22.80EUR  8.31EUR   2.74x   0.36x   20.7%
Average 10 days    23.23EUR  8.31EUR   2.79x   0.36x   22.9%
Average 1 month    23.10EUR  8.26EUR   2.80x   0.36x   23.1%
Average 3 months   21.39EUR  7.76EUR   2.76x   0.36x   21.3%
Average from 15 April 2003 to 29 August 2003
                   21.11EUR  7.66EUR   2.75x   0.36x   21.2%

Highest ratio from 15 April 2003 to 29 August 2003
                                       2.92x   0.38x   14.8%

Lowest ratio from 15 April 2003 to 29 August 2003
                                       2.61x   0.34x   28.5%


(*) Source: Datastream, volume weighted average share prices

This analysis indicates a premium of between 14.8% and 28.5%.

2  Analysis of premia offered in similar public exchange offers

Analysis of premia offered in simplified public exchange offers
in France since 1999 has been completed for transactions above
EUR200 million.  Five simplified public exchange offers have been
taken into account1.

                               Premium to Share Price (%)
                          Last Share Avg. 1  Avg. 3  Avg. 6
                              Price  month  month  month
                              25.9%  27.6%  25.5%  23.7%
Average of the Sample Used
                              20.3%  20.5%  20.3%  17.0%
Median of the Sample Used

                              17.7%  23.1%  21.3%  NA.
Premium Offered by France
Telecom

The premium offered is consistent with premia observed for
similar public offers. In particular, the median of premia
offered, calculated based on the average 1 month, equals 20.5%,
to be compared with a 23.1% premium offered on the 1-month
average, as indicated in the previous table.

3  Analysis of economic contribution

This methodology assesses the relative contribution of Orange and
France Telecom based on multiples widely employed by the
financial community with respect to the telecom industry:

     (a) EBITDA multiples

     (b) Free cash flow yields

     (c) Cash earnings multiples

The table beneath presents the exchange ratios implied by this
methodology:

                 EBITDA    Free Cash Flow   Cash Earnings
               2002 1/07/2002 -  2002 1/07/2002  2002 1/07/2002 -
                   30/06/2003     - 30/06/    30/06/2003
                         2003
                2.7x  2.5x     7.7x  3.2x     4.5x  4.1x
France Telecom /
Orange exchange
ratio (x)
              0.37x  0.39x   0.13x  0.31x   0.22x  0.25x
Orange / France
Telecom exchange
ratio (x)
              20.4%  12.0%   237.0%  40.4%   97.1%  78.5%
Premium offered
(%)

The magnitude of premia calculated for the year 2002 using free
cash flow yield and cash earnings multiple is due to the
disparity in maturity between the two companies as of that time.
Exchange ratios derived from these metrics have been
excluded.

Based on the other remaining metrics, the median exchange ratio
for the economic contribution methodology is 0.34 France Telecom
share for 1 Orange share.  The premium implied by the 0.44 France
Telecom share for 1 Orange share exchange ratio over the 0.34
exchange ratio derived from the above analysis of economic
contribution methodology is 29.6%.

4  Summary table of all exchange ratio assessment methodologies

                 Exchange Ratio   Exchange Ratio  Premium Offered
                  France Telecom/  Orange / France
                     Orange                 Telecom    (%)

Share Price
                      2.67x              0.37x          17.7%
Spot
                      2.74x              0.36x          20.7%
Average 1 week
                      2.79x              0.36x          22.9%
Average 10 day
                      2.80x              0.36x          23.1%
Average 1 Month
                      2.76x              0.36x          21.3%
Average 3 Month
                      2.75x              0.36x          21.2%
Average 15 April 2003 - 29 Aug 2003

                      2.94x              0.34x          29.6%
Contribution Analysis 2.27x              0.44x            -
Exchange Offer

Moreover, the premium offered over the Orange share price is in
line with premia paid in comparable transactions in France since
1999, i.e. 20.3% premium over spot price, 20.5% over the 1-month
average and 20.3% over the 3-month average


FRANCE TELECOM: To Offer Liquidity Agreement if Offer is Accepted
-----------------------------------------------------------------
VIII.  Other Items

Liquidity Contract

Upon completion of the Offer, and as a complement thereto, France
Telecom intends to offer a liquidity agreement to the holders of
Orange stock options and to holders of Orange shares obtained
upon exercise of Orange stock options or acquired in the context
of a share purchase plan that are non-transferable for tax or
social security reasons under the relevant option plan, such
agreement to be entered into no later than three (3) months
following the date of publication of the notice of result of the
Offer.

The Orange shares covered by the Liquidity Agreement will be
automatically transferred to France Telecom either upon exercise
by the holder of the relevant options, or upon termination of the
non-transferability period for the shares already existing at the
date of the Offer.  The signatories will have to undertake not to
exercise their options prior to the end of any tax and social
security non-transferability period which may be applicable and
more generally not to transfer or convert into bearer shares the
Orange shares obtained upon exercise of their options under
conditions liable to require the payment of social security or
tax contributions by Orange or one of its subsidiaries.

The shares will be exchanged at the exchange rate used in the
Offer, adjusted, where applicable, to take into account any
changes in the capital or shareholders' equity of Orange and/or
France Telecom.


FRANCE TELECOM: S&P Says Orange Buyout Will Not Affect Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said that France Telecom SA's
(BBB/Positive/A-2) public tender offer for the 14% equity
interest that it does not already own in its mobile telephony
subsidiary Orange SA (BBB/Positive/--) will not affect the
ratings or outlook on either company.

"The share-exchange transaction will enable France Telekom to
fully control Orange's solid cash flow generation, improve tax
efficiencies, and streamline support functions," said Standard &
Poor's credit analyst Guy Deslondes.

"In particular, the buyout of minority interests will avoid cash
leakage from potential future dividend payments and will also
enable better use of the group's substantial tax-loss carry-
forward over the next few years."

At the same time, France Telekom's announcement of the
restructuring of its EUR6.1 billion mandatory convertible notes
-- including an interest rate lowered by 1.25% to 5.75% in
exchange for EUR438 million in cash, combined with a EUR750
million buyback of these notes -- will not challenge the group's
debt-reduction targets.  This expectation is based on FT's strong
operational performance and cash generation in the first half of
2003.

Similarly, Standard & Poor's does not view France Telecom's
announcement of a possible resumption of dividend payments in
2004 as inconsistent with the group's deleveraging targets.
Importantly though, Standard & Poor's does not expect France
Telekom to seek any further buyback of mandatory convertible
notes, and expects the group to make only moderate dividend
payments for fiscal 2003.


FRANCE TELECOM: Fitch Affirms Sr., Short-Term Ratings at BBB/F2
---------------------------------------------------------------
Fitch Ratings, the international rating agency, has affirmed
France Telecom's Senior Unsecured rating of 'BBB' and the Short-
term rating of 'F2' following the announcement of the buyback of
the minority stake in Orange, intention to resume dividend
payouts and restructuring of TDIRA made in conjunction with H103
interim results announcement.  The Outlook for the Long-term
rating remains Positive.

H103 figures highlight solid operating performance and a
substantial debt reduction.  EBITDA increased 23.5% to EUR8.4
billion in H103.  EBITDA margin stood at 37.1% in H103 compared
to 30.6% in H102.  Orange mobile phone operations were the main
contributor to EBITDA and margin improvement.  Net debt was
reduced to EUR49.3 billion at H103 from EUR68 billion at YE02.
This EUR18.7 billion debt reduction results from the March 2003
rights issue that generated proceeds of EUR15 billion as well as
EUR1.7 billion of net free cash flow generated in H103.  Property
disposals, assets and investments disposals (Casema, Eutelsat and
Sprint PCS shares) contributed a further EUR1.5 billion to debt
reduction.  The H103 net debt figure does not include the
proceeds of the EUR1.5 billion Wind disposal, which were received
in July 2003.  On a 12 months rolling basis, unadjusted net debt
to EBITDA is approximately 3.0x.

The buyback of the Orange minority stake does not entail
immediate cash outlay and could improve France Telecom's long-
term cash generation.  France Telecom, which currently owns
86.28% of Orange shares, is offering to exchange 25 ordinary
Orange shares for 11 new or existing ordinary France Telecom
shares.  In the event France Telecom holds at least 95% of Orange
voting rights, France Telecom reserves the right to subsequently
file a public buy-out offer.  In any case, the French government
will retain an interest above 50% to comply with current
legislation.  Looking forward the buyback should provide some
cash benefit as it reduces dividend leakage when France Telecom
upstreams cash from Orange.  Over the next few years as Orange
generates an increasing amount of free cash flow, which should
enable it to repay its own debt soon, it is expected to become
cash rich.  The buyback of the Orange minority stake should also
improve France Telecom's group tax position, as it France Telecom
would be able to consolidate Orange's profits for tax purposes.

France Telecom also announced that it intends to resume dividend
distributions in 2004 on the basis of FY03 net profit.  The level
of dividend payout has not been established, but Fitch
understands that it should not conflict with France Telecom's
debt reduction policy.  Fitch shares management's view that
France Telecom should generate at least EUR15bn of cumulated net
free cash flow (post dividends) over the 2003-2005 period.

France Telecom has repurchased EUR750 million out of its EUR6.1
billion of perpetual preferred shares (TDIRA) issued in March
2003 and agreed to pay EUR438 million immediately in exchange for
a reduction of the fixed interest rate to 5.75% from 7%, payable
during the first seven years of the issue.  Fitch gives a 70%
equity credit to TDIRA.  The immediate EUR1.2 billion cash outlay
resulting from the repurchase and change in coupon should not
weaken France Telecom's liquidity position which is secured until
at least FYE04.  The repurchase of TDIRA and the reduction in
TDIRA's coupon will result in a cash savings in the future as
France Telecom should pay cash interest on these securities as
soon as its dividend payout resumes.  From a leverage standpoint,
the increase in net debt does not seem to jeopardize France
Telecom's debt reduction target.  Fitch does not expect further
material repurchase of TDIRAs going forward.


NEXANS: Wins Cable Supply Order for Luggage Conveying System
------------------------------------------------------------
For the extension of Madrid's international airport, Nexans won
an order last year for the supply of cables for the luggage
conveying systems of two new terminals.

In the tender, Nexans succeeded in an international outbidding
for this order.  It will be delivered to the final customer,
Madrid's airport operator AENA, before the end of the year.

The order comprises the supply of a total volume of 2,100 km
control, safety, and marine cables to secure power supply and
control functions for the luggage conveying system.

Besides safety-related material requirements set by the airport
operator (such as halogen-free, toxically safe cables with hardly
inflammable outer sheathing and fire retarding properties),
additional conditions laid down were a special challenge for
Nexans.

These conditions included easy-to-install cables suitable for
narrow bending radii.  Taken the structural conditions on site,
it was decided to use marine cables instead of four-conductor
safety cables, for the manufacture of which the same materials
are used.  Standard marine cables of all diameters are invariably
made of class 2 multicore conductors, making them more flexible,
easier to install and suitable for narrower bending radii.

In addition to the technical requirements regarding the cable
properties, strict safety regulations for airports also posed a
particular challenge for Nexans logistics.  Multilingual product
marking, delivery notes and technical documentation, are just
some of the additional frame requirements that had to be met.

All cables will be manufactured at Nexans' M"nchengladbach
facilities in Germany.

                      About Nexans

Nexans is the worldwide leader in the cable industry.  The Group
brings an extensive range of advanced copper and optical fiber
cable solutions to the infrastructure, industry and building
markets.  Nexans cables and cabling systems can be found in every
area of people's lives, from telecommunications and energy
networks, to aeronautics, aerospace, automobile, railways,
building, petrochemical, medical applications, etc.  With an
industrial presence in 28 countries and commercial activities in
65 countries, Nexans employs 17,150 people and had sales in 2002
of EUR4.3 billion.  Nexans is listed on the Paris stock exchange.
More information on http://www.nexans.com

                     *****

Nexans continued to show a decline in revenues and operating
profits in the first half of the year.  The company warned it
would still be in the red for full year after narrowing net loss
from EUR11 million to EUR2 million in the first half.

CONTACT:  NEXANS
          Investor relations
          Michel Gedeon
          Phone: + 33 (0)1 56 69 85 31
          E-mail: Michel.gedeon@nexans.com


SUEZ SA: Sells 50% Stake in Waste Specialist to Ferrovial
---------------------------------------------------------
Madrid-based municipal services provider Ferrovial Servicios, a
subsidiary of Grupo Ferrovial, has acquired Suez SA's 50% stake
in waste disposal specialist Compania Espanola De Servicios
Publico Auxiliares.

Ferrovial bought the stake for EUR514.5 million (US$579 million),
according to Kiplinger.com.  Suez, which owns the shares through
its subsidiary Sita Group, is expected to net EUR300 million from
the sale.

Under the terms of agreement, Ferrovial will also acquire 50% of
Ecocat, a unit of Compania Espanola.  The remaining 50% percent
of Ecocat will be held by Suez.  The deal, which is still subject
to approval from the Spanish competition authorities, excludes
Compania Espanola's activities in Argentina, Bolivia and Uruguay.

Compania Espanola, which was set up in 1976 and operates in Spain
and Portugal, has a total workforce of 12,000 employees.  It
generated revenues of EUR590.0 million (US$586.9 million) in
2002.  Sita shares ownership of the firm with Socieded General de
Aguas de Barcelona.

Suez has sold assets worth EUR7 billion since the beginning of
this year as part of a wide-ranging restructuring plan aimed at
trimming down its gargantuan EUR26 billion-debt load.



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


BANKGESELLSCHAFT BERLIN: Concludes Sale of ALLBANK to GE Bank
-------------------------------------------------------------
Bankgesellschaft Berlin announced that the sale of Allgemeine
Privatkundenbank Aktiengesellschaft, Hanover (ALLBANK) to GE Bank
was successfully concluded September 1.

A corresponding agreement relating to the sale of the 99.82%
interest in ALLBANK was signed by Bankgesellschaft Berlin AG and
GE Bank on June 11, 2003.  The transaction was subject to
approval by the supervisory authorities and the Federal Cartel
Office.  The necessary approval has since been given.  The new
majority shareholder of ALLBANK is now GE Bank.

The sale of ALLBANK is part of Bankgesellschaft Berlin's strategy
to separate itself from activities outside the core business in
the context of the Group's strategic reorientation.
Bankgesellschaft Berlin had already sold its holdings in
Zivnostenka banka a.s., Prague, the Polish Direktbank subsidiary,
Inteligo Financial Service, Warsaw, and the participation of LBB
in DekaBank Deutsche Girozentrale.

CONTACT:  BANKGESELLSCHAFT BERLIN
          Constanze Stempel
          Phone: +49 (0)30/245 654 51

          Carsten Barth (GE Germany)
          Phone: +49 (0)89/922 818 20


MEDIA! AG: Ceases Business Operations Due to Insolvency
-------------------------------------------------------
The district Court of Munich, Insolvency Court, rendered on
September 1, 2003 the decision to open the insolvency proceedings
on assets of MEDIA! AG and Mediarent Gurtler & Mack GmbH.  The
court named attorney at law Dr. Wolfgang Ott as statutory
receiver for these proceedings.

The two companies will cease to conduct its business operations

CONTACT:  MEDIA! AG
          Dr. Wolfgang Ott
          Ott & Kollegen Rechtsanwalte, Nymphenburger
          Str. 139, 80636 Munchen
          Phone: +49 (0) 89 -120 26 0
          Fax: +49 (0) 89 -120 26 127
          E-Mail: rechtsanwaelte@ott-koll.de


THYSSENKRUP AG: Sells Hunnebeck Group to Sun Capital Partners
-------------------------------------------------------------
As of August 31, 2003, Dusseldorf-based ThyssenKrupp Serv AG has
sold the entire share capital of Ratingen based Hunnebeck GmbH
and its nine European companies to Sun Capital Partners Inc. a
leading U.S. private equity firm.

Completion of the sale of Hnnebeck Polska is still subject to
approval by the Polish competition authorities.  The assets of
the group's U.S. business had already been sold effective July
29, 2003, to Odyssey Investment Partners.  In disposing of these
two primarily construction related businesses, ThyssenKrupp's
Services segment further strengthens its focus on the provision
of services to industrial clients.  The parties agreed not to
disclose the terms of the transaction.

Hunnebeck is among the world leaders in the sale and rental of
formwork and scaffolding equipment.  Over the last years the
company has developed a strong and lean organization, based
around a flexible business model including outsourcing of
equipment production and an optimized sales, distribution and
services, domestic and international network.  With some 600
employees and sales of approximately EUR130 million, 70% of which
are achieved outside Germany, Hunnebeck is in a strong position
in its relevant markets and is now poised for further
development.  Dr. Frank Maassen remains Chairman of the
Management Board and the company's headquarters remain in
Ratingen.

Sun Capital Partners, one of the most active U.S. private equity
firms, focuses on the acquisition of leading industrial companies
with strong market position and significant franchise value.
Since its inception in 1995, Sun Capital has successfully
invested in over 50 companies with combined sales over EUR7
billion.  Hunnebeck is Sun Capital's first acquisition of an
entirely European based company.

Through its holding in Dayton Superior, Odyssey Investment, the
buyer of the U.S. formwork operations, holds a stake in Symons
Corporation, the U.S. formwork market leader.

The successful completion of these disposals to best owners
ensures a strong future for Hunnebeck, a company whose tradition
goes back to 1929.

As of October 1, 2003, ThyssenKrupp Serv AG will merge with
ThyssenKrupp Materials AG to become ThyssenKrupp Services AG.
ThyssenKrupp's newly formed service arm will primarily focus on
process and supply services for industry.  These include
warehousing and logistics solutions in material supply, extending
down to supply chain management for global industrial players.
The other area of emphasis will be process services, specifically
maintenance, scaffolding assembly and related services for
industrial clients, as well as facility management and various
production related services.

                     *****

Europe's third-largest steelmaker may not achieve its pretax
profit target of EUR1.5 billion next year, according to Chief
Executive Officer Ekkehard Schulz.  Profits is expected to reach
only EUR700 million as demand for steel, car parts and elevators
are currently low in the German market.

To save money, Schulz plans to shed assets with combined sales of
EUR7 billion in a bid to raise profit and repay debt.


WESTLB AG: Box Clever Fiasco Claims Another Senior Head
-------------------------------------------------------
WestLB AG's personnel chief Rainer Drzenski, in charge of Germany
and London hirings, has resigned from the troubled German bank,
according to This is London.

According to the report, Mr. Drzenski stepped down on the orders
of the firm's new boss Johannes Ringel.

Mr. Drzenski's resignation follows the departure of Jurgen
Sengera, chief executive of WestLB, who was forced to quit early
August after its owners refused to give their unanimous support
to his leadership.

It also follows the bank's EUR1.67 billion (GBP1.1 billion) loss
in 2002, which significantly worse than WestLB's initial EUR1
billion estimate.  The increase was due to a GBP350 milliom
write-down on the bank's refinancing of TV rental Box Clever,
which is not part of the unit's portfolio.



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


KONINKLIJKE AHOLD: Calls Rights Issue Plan Reports 'Speculation'
----------------------------------------------------------------
Troubled Dutch retailer Royal Ahold denied reports on Monday
saying it was considering a rights issue to ease out its EUR12
billion (US$13.12 billion) debt load.

Ahold spokesman Water Samuels said "that is speculation and I
won't comment on that," according to Reuters.

The Financial Times and the Wall Street Journal Europe earlier
said that the company was considering a rights issue as an option
to cut its debt pile.

Reuters said Mr. Samuels also declined to comment on the Wall
Street Journal's report that Ahold plans to keep U.S.
Foodservice, its unit mired in an accounting scandal earlier in
the year.

The rights issue and the possible sale of the U.S. unit were
reportedly among the options that Ahold could explore under its
long-term turnaround plan.

Ahold is set to hold a shareholders meeting on Thursday.  Chief
Executive Anders Moberg, who will be officially appointed as head
of the retailer during the meeting, will deliver for the first
time his strategy for the group.


UNITED PAN-EUROPE: UGC Declares Share Offer Final & Unconditional
-----------------------------------------------------------------
United Pan-Europe Communications N.V. announced Monday with
reference to the Dutch Implementing Offer made on January 14,
2003, and the press release dated August 26, 2003, that UGC
Europe, Inc. (formerly known as New UPC, Inc.) has declared the
Dutch Implementing Offer for all issued and outstanding ordinary
shares A in the capital of UPC final and unconditional.

At the end of the offer period on Friday August 29, 2003 at 4:00
p.m. Central European Time, 105,055,198 Ordinary Shares A were
tendered under the Dutch Implementing Offer, representing 23.69%
of UPC's total Ordinary Shares A outstanding as per that date,
which number excludes the Ordinary Shares A that will be
exchanged in UGC Europe shares in accordance with the
Restructuring Plan as entered into force in the American Chapter
11 procedure.  After acquisition by UGC Europe of the Ordinary
Shares A on September 3, 2003 in accordance with the
Restructuring Plan and after conversion of a certain number of
ordinary shares C, UGC Europe will hold more than 95% of the
Ordinary Shares A.

It is expected that the listing of the UPC Ordinary Shares A on
Euronext Amsterdam will terminate on September 5, 2003.  In that
case the last day the UPC shares are traded will be Thursday,
September 4, 2003.

United Pan-Europe Communications N.V. is one of the leading
broadcasting communications and entertainment companies in
Europe.  Through its broadband networks, UPC provides television,
Internet access, telephony and programming services. UPC's shares
are traded on Euronext Amsterdam Exchange (UPC) and in the United
States on the Over The Counter Bulletin Board.  UPC is majority
owned by UnitedGlobalCOm, Inc.

Schiphol-Rijk
Board of Management
United Pan-Europe Communications N.V.

CONTACT:  UNITED PAN-EUROPE COMMUNICATIONS N.V.
          Claire Appleby
          Phone: + 44 (0) 207 838 2004
          Email: ir@upccorp.com

          LAZARD
          Daniel Bordessa
          Phone: + 44 (0) 20 7187 2000

          CITIGATE FIRST FINANCIAL
          Uneke Dekkers
          Phone: + 31 (0) 650261626

          CITIGATE
          Dewe Rogerson
          Toby Moore
          Phone: + 44 (0) 20 7638 9571



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


WINTERTHUR GROUP: Completes Sale of Churchill to Royal Bank
-----------------------------------------------------------
Winterthur Group announced Monday that it has completed the sale
of its U.K. non-life insurer Churchill to The Royal Bank of
Scotland Group.  At completion, Winterthur Group received cash
consideration of approximately GBP1.1 billion.  In addition, the
transaction involves the repayment of approximately GBP100
million of debt to Credit Suisse Group companies.  The sale will
result in a capital gain, to be recorded in Credit Suisse Group's
third quarter results, and a significant strengthening of
Winterthur Group's solvency position.

Winterthur Group and The Royal Bank of Scotland Group entered
into the agreement to sell Churchill on June 11, 2003.

Churchill Insurance Group plc is the U.K.'s fifth-largest general
insurer, with a customer base of 7.5 million and 9,200 staff.
The Group includes NIG (National Insurance and Guarantee), Devitt
Insurance Services Limited, Inter Group Insurance Services and
Prudential General Insurance.

Winterthur Group Winterthur Group is a leading Swiss insurance
company with head office in Winterthur.  As an international
company, the Group provides a broad range of property and
liability insurance products, as well as insurance solutions in
life and pensions that are tailored to the individual needs of
private and corporate clients.  Winterthur Group has
approximately 23,000 employees worldwide.  The company achieved a
premium volume of CHF37.4 billion in 2002 and reported assets
under management of CHF149.6 billion as of June 30, 2003.

Credit Suisse Group

Credit Suisse Group (NYSE:CSR) is a leading global financial
services company headquartered in Zurich.  The business unit
Credit Suisse Financial Services provides private clients and
small and medium-sized companies with private banking and
financial advisory services, banking products, and pension and
insurance solutions from Winterthur.  The business unit Credit
Suisse First Boston, an investment bank, serves global
institutional, corporate, government and individual clients in
its role as a financial intermediary.  Credit Suisse Group's
registered shares (CSGN) are listed in Switzerland and Frankfurt,
and in the form of American Depositary Shares (CSR) in New York.
The Group employs around 64,000 staff worldwide.  As of June 30,
2003, it reported assets under management of CHF1,234.2 billion.

The Royal Bank of Scotland Group

The Royal Bank of Scotland Group is Europe's 2nd and the world's
5th largest banking Group.  The Group's main areas of operation
are the U.K., Europe and the United States.  It currently employs
111,800 staff worldwide.  At August 29, 2003 the market
capitalization for The Group was GBP46.3 billion.  The Group
includes one of the strongest portfolios of brands in the
financial services sector including The Royal Bank of Scotland,
NatWest, Direct Line, Coutts, Tesco Personal Finance, Ulster
Bank, Lombard, and in the U.S., Citizens.

CONTACT:  CREDIT SUISSE GROUP
          Phone: +41-1-333 8844
          E-mail: media.relations@credit-suisse.com


ZURICH FINANCIAL: Closes Sale of Part of Dutch Operations
---------------------------------------------------------
Zurich Financial Services Group announced Monday the completion
of the sale of parts of its Dutch operations to SNS Reaal Groep
N.V.  This transaction was announced on May 22, 2003.  SNS Reaal
has acquired all of Zurich's Life operations as well as Zurich's
Non-life operations in the consumer and small business segments
in the Netherlands.  Zurich and SNS Reaal have agreed to keep the
price confidential.

Zurich will continue to serve the Non-life corporate business
customers in the Netherlands through its business unit
Continental Europe Corporate.

The Zurich Financial Services Group (http://www.zurich.com)
provides its customers solutions in the areas of financial
protection (non-life insurance and structured solutions) and
asset gathering (life insurance and asset management).  The Group
focuses its activities on its key markets of North America, U.K.
and Continental Europe.  Founded in 1872, Zurich is headquartered
in Zurich, Switzerland.  It has offices in more than 60 countries
and employs approximately 70,000 people.

CONTACT:  ZURICH FINANCIAL SERVICES
          Public Relations
          8022 Zurich, Switzerland
          Phone: +41 (0)1 625 21 00
          Fax: +41 (0)1 625 26 41
          Homepage: http://www.zurich.com



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


AES DRAX: Forms Exclusive Restructuring Pact with Int'l Power
-------------------------------------------------------------
International Power draws attention to the announcement released
by AES Drax Holdings on Monday:

AES Drax Holdings Ltd. has announced that, following a period of
intensive discussions with International Power plc, BHP Billiton
plc and Goldman Sachs International, and having noted the letter
received [Sunday] from MMC, and following discussions with the
senior creditors of Drax, it has now entered into an exclusive
arrangement with International Power on the basis of a revised
offer received from International Power [Sunday] to participate
in the restructuring of Drax.

The intention is to finalize the detailed terms of the
restructuring in order to complete the restructuring by the end
of this year.

David Crane, CEO of International Power, said: "We are pleased to
have advanced to this very important stage in the restructuring
process and we look forward to a successful conclusion of
negotiations.  An interest in Drax represents a good opportunity
for us to create value for the future benefit of our shareholders
and all the stakeholders in Drax."

Gordon Horsfield, Chairman & Director of Drax, commented: "We are
delighted with the level of interest which has been shown by
parties wishing to participate in the restructuring of Drax and
the confidence in its long term future which this implies.  We
thank BHP Billiton and Goldman Sachs for their interest, and are
now working expeditiously with International Power in order to
conclude the restructuring as quickly as possible."

Gerald Wingrove, Finance Director of Drax, commented: 'We look
forward to a strong ongoing commercial relationship between Drax
and International Power, which we believe will bring significant
benefits to both companies."

International Power plc is a global independent power producer
with interests in 28 power stations in 12 countries around the
world.  The company's net generation capacity in operation and
under construction totals 11,600 MW.  Among the countries where
International Power has facilities in operation are Australia,
the United States, the United Kingdom, the Czech Republic, Oman,
the UAE, Portugal, Turkey, Malaysia, Pakistan, and Thailand.
International Power was created in October 2000 and its shares
are traded on the London Stock Exchange, and as ADRs on the New
York Stock Exchange under the ticker symbol 'IPR'.


CANARY WHARF: MSREF, Whitehall, Simon Glick Confirm Plan to Bid
---------------------------------------------------------------
Morgan Stanley Real Estate Fund IV International limited
partnerships (MSREF), a real estate private equity opportunity
fund sponsored by Morgan Stanley, Whitehall Street Global Real
Estate Limited Partnership 2001 and co-investing affiliates, a
series of real estate funds managed by The Goldman Sachs Group,
Inc. and affiliates, and Simon Glick, announce that MSREF,
Whitehall and Simon Glick will work together exclusively in
relation to a potential offer for Canary Wharf Group to be made
by a newly formed bid vehicle.

The exclusivity agreement with Simon Glick includes an
undertaking by Simon Glick not to sell any shares in the company
nor to accept any third party offer for the company in respect of
the shares in which he is interested (representing approximately
14.5% of the issued share capital of the Company), provided that

     (i) MSREF is pursuing an offer for the Company;

    (ii) the bid vehicle announces a firm intention to make an
         offer for the company by no later than December 31,
         2003;

   (iii) an offer made by the bid vehicle does not lapse; and

    (iv) a third party offer does not become unconditional as to
         acceptances.

This announcement is not intended to, and does not, constitute an
announcement of a firm intention to make an offer for the
purposes of the City Code on Takeovers and Mergers.

Morgan Stanley & Co. Limited is acting for MSREF and no one else
in connection with the potential offer and will not be
responsible to anyone other than MSREF for providing the
protections afforded to clients of Morgan Stanley & Co. Limited
nor for providing advice in connection with the potential offer.

Goldman Sachs International is acting for Whitehall and no one
else in connection with the potential offer and will not be
responsible to anyone other than Whitehall for providing the
protections afforded to clients of Goldman Sachs International
nor for providing advice in connection with the potential
offer.

N M Rothschild & Sons Limited, which is regulated in the United
Kingdom by the Financial Services Authority, is acting
exclusively for Simon Glick and is acting for no one else in
connection with the potential offer and will not be responsible
to anyone other than Simon Glick for providing the protections
afforded to clients of N M Rothschild & Sons Limited nor for
providing advice in connection with the potential offer.


COLLINS STEWART: Faces Fresh Allegations Over Business Tactic
-------------------------------------------------------------
City stockbroker Collins Stewart is facing allegations that it is
involved in a split capital trust debacle that could cost
investors up to GBP800 million.

This is Money cited a discovery by the Financial Mail that
regulators in Guernsey and Jersey are investigating the firm in
relation to the scandal.  The regulators are acting upon the
promptings of private clients of Collins Stewart-sponsored
capital trusts.

According to the report, Richard Pratt, director-general of the
Jersey Financial Services Commission, said the investigation
relates to the management of Jersey-based funds and to
allegations of mis-selling of trusts.

Collins Stewart was previously accused of giving advises that
were advantageous to its position, according to documents
submitted to a Commons select committee.

Half of the almost one dozen split capital trust issues sponsored
by Collins Stewart run into difficulty after the stock market
collapsed.  Six have been suspended from trading.

Collins Stewart is also currently trying to ward off allegations
of insider trading against the company.


COLLINS STEWART: Suing FT Over Report on Regulatory Breaches
------------------------------------------------------------
The Board of Collins Stewart Tullett plc announces that the
company has written to The Financial Times Ltd., the publishers
of The Financial Times informing it of its intention to commence
legal proceedings against the Financial Times.  The company is
claiming a retraction, an apology (including an apology by way of
a Statement in Open Court) and substantial damages, specifically
concerning an article which the Financial Times published on
August 27, 2003, and more generally in respect of the Financial
Time's recent press coverage of allegations made against the
company by a former employee, James Middleweek.

The former employee's allegations of serious regulatory breaches
at the company's stockbroking subsidiary (Collins Stewart Ltd.)
were originally contained in a draft report prepared by him
whilst employed by Collins Stewart Ltd. and addressed to the
Financial Services Authority.  On July 9, 2003, solicitors acting
for the employee convened a meeting with the company during which
they offered (on behalf of their client) to suppress the Draft
Report in return for a payment of GBP2.4 million.  The company
considered this a blackmail attempt, dismissed the employee
immediately and reported the matter for investigation by the City
of London Police.

On July 10, 2003 the company reported the matter to the FSA and
further established a committee of the board chaired by John
Spencer the company's senior non executive director, to take any
action necessary to review the allegations contained in the draft
report.  The committee immediately initiated an independent
investigation by instructing solicitors, Clifford Chance LLP, to
carry out a full investigation of the allegations.  Clifford
Chance LLP concluded that the evidence did not substantiate Mr.
Middleweek's allegations of serious regulatory misconduct on the
part of the company or any of its directors.

Since August 26, 2003, the day before the Financial Times
published its article, the company's share price has fallen by
15% to a closing price of 379p on Friday August 29, against a
broadly neutral market.  This equates to a reduction in the
company's market capitalization of approximately GBP128 million.
Whilst assessment of damages is a matter for the court, the
company will argue that this is a relevant figure, which should
be taken into consideration as a starting point for analyzing the
loss the company has suffered.

The Company has retained Schillings and Patrick Milmo QC, both
specialists in defamation proceedings, who have advised on the
considerable merits of the company's legal position.  The Draft
Report, which has been extensively quoted in articles published
in the Financial Times, is not a document that is required by law
to be open to public inspection, and for many good reasons
including that it was addressed to a regulator and should be
investigated in that forum rather than the press, and
consequently a report of it is not protected by qualified
privilege.  The company is therefore absolutely entitled to seek
redress against any party who is in possession of this document
for publishing, disseminating or otherwise misusing its contents.
Further, no common law privilege would attach to an article,
which is manifestly unfair, unbalanced, inaccurate and
misleading.  In these circumstances the Board has determined that
it has a duty to seek redress from the Financial Times.  The full
text of the letter sent by Schillings to the Financial Times
[Monday] morning is reproduced on the company's Web site,
http://www.collins-stewart.com

Keith Hamill, the Non-executive Chairman, said, "The company and
its management have acted properly -- in the circumstances some
might say fairly courageously.  However unpleasant taking this
legal action may be, we have a clear responsibility to attempt to
protect our investors, staff and clients.

I also want to say that Terry Smith has been subject to some very
negative and personal press over this.  My colleagues and I have
great admiration for what he has achieved and he has the Board's
unanimous support.  I would also repeat that the Board has full
confidence in the management team and the strength and the future
of the Company and its businesses."

                          *****

According to the Financial, editor Andrew Gowers said: "We stand
by our story and believe there was a public interest in reporting
these allegations in a balanced way."

CONTACT:  COLLINS STEWART TULLETT PLC
          Terry Smith
          Phone: 020 7353 4200
          Keith Hamill
          Phone: 020 7353 4200

          TULCHAN
          Andrew Grant
          Phone: 020 7353 4200

          SCHILLINGS
          Martin Cruddace
          Phone: 020 7453 2500


ENGLISH & AMERICAN GROUP: Court Sanctions Scheme of Arrangement
---------------------------------------------------------------
By an Order dated July 30, 2003 made in the High Court of Justice
in England and Wales in the matters of English & American Group
PLC and English & American Insurance Holdings PLC and the
Companies Act 1985, the schemes of arrangement between English &
American Group Plc and English American Insurance Holdings Plc
and their respective Scheme Creditors pursuant to section 425 of
the Companies Act 1985, which were voted on and unanimously
approved by Scheme Creditors at meetings held on July 21, 2003,
were sanctioned.  Office copies of the orders sanctioning the
Schemes were lodged with the registrar of companies on August 6,
2003, and the Schemes became effective on that date.

Non-ILU Creditors of either of the Companies wishing to submit a
claim must, if applicable, complete or amend the Non-ILU Claim
Form sent to them and in any event sign and return the form in
accordance with the instructions accompanying it and the
provisions of the Schemes, such form to be received by 23:59 on
the Final Claims Submission Date, being September 3, 2003.
Failure to do so will result in the Non-ILU Creditor concerned
not being entitled to claim in or receive payment under the
relevant scheme of arrangement.  Non-ILU Creditors who have not
already received a Non-ILU Claim Form should write to Deirdre Won
at address set out below to request one.

Should you have any questions regarding this Notice, please
address them to Deirdre Won on +44 (0) 20 7212 6086 or Baljit
Goraya on +44 (0) 20 7804 5339 at: PricewaterhouseCoopers LLP,
Plumtree Court, London EC4A 4HT; Phone: +44 (0) 20 7583 5000;
Fax: +44 (0) 20 212 6316


EURODIS ELECTRON: Proposes Placing and Open Offer of New Shares
---------------------------------------------------------------
On August 8, 2003 Eurodis Electron announced a Placing and Open
Offer of 89,159,739 New Ordinary Shares at an issue price of 20
pence each.

At the Extraordinary General Meeting of Eurodis Electron, which
took place Monday, the Resolutions put to Shareholders in order
to effect the Placing and Open Offer were duly passed.

The Placing and Open Offer remain conditional upon, inter alia,
the completion of the new banking arrangements and admission of
the New Ordinary Shares to the Official List.  Trading on the
London Stock Exchange's markets for listed securities, is
expected to take place on September 5, 2003.

                     *****

Board announced last month proposals to raise approximately
GBP17.8 million (EUR25.2 million), before expenses, by means of
an issue of New Ordinary Shares.  The net proceeds will be used,
inter alia, to strengthen the Group's balance sheet and finance
the Group's working capital requirements.

CONTACT:  EURODIS ELECTRON PLC
          Robert Leigh, Chairman
          Phone: 01737 242 464
          Steve Swayne, Chief Executive

          DRESDNER KLEINWORT WASSERSTEIN LIMITED
          Charlie Batten
          Phone: 020 7623 8000
          Christopher Baird


EXETER INVESTMENT: Transfers Fund Management Rights to New Star
---------------------------------------------------------------
Exeter Investment Group plc announces that the company has on
Monday completed the disposal of the fund management rights by
its subsidiary, Exeter Fund Managers Limited, to New Star Asset
Management Group Limited.  At completion, the value of the funds
transferring to New Star was approximately GBP324 million
resulting in the receipt by the company of the maximum initial
cash consideration of GBP9.0 million.

The company received a preliminary approach from another party
expressing an interest in making an offer, which was conditional
upon the company not disposing of its open-ended funds.  The
company has now been informed that, as a result of completion of
the disposal of the fund management rights to New Star, the
approach received by the company from the other party has now
been withdrawn.

CONTACT:  EXETER INVESTMENT GROUP PLC
          Phone: 01392 256600
          Mark Kemp-Gee, Chief Executive
          John Wynne, Finance Director

          BROADGATE
          Phone: 020 7726 6111
          Roland Cross


HAWTIN PLC: Completes Disposal of Certikin Group Subsidiary
-----------------------------------------------------------
Following approval of the transaction by shareholders on Thursday
August 21, Hawtin PLC on Monday announces the completion of the
disposal of the Certikin Group of Companies, which was the
subject of a circular to shareholders dated July 28.

                     *****

Finance Director W.J. Dixon resigned from the board last week
following the company's recent announcements relating to the
disposal of several of the group's trading businesses.

Hawtin planned to sell its U.K.-based swimming pool equipment
manufacturing and distribution business, Certikin International
Limited and its 95% French subsidiary, MMC SARL.  This was after
it sold its loss-making U.K.-based wetsuit and watersports
distribution business, Gul International Limited.

In the twelve months to December 31, 2002, Gul made a loss before
taxation of GBP310,000 on turnover of GBP6.3 million.  Net assets
as at that date were GBP900,000.

Hawtin said it will utilize the proceeds of the sale to further
reduce group borrowings.


LAURA ASHLEY: Sells Several Operations to Laben for EUR2
--------------------------------------------------------
Laura Ashley Holdings plc announces that it has agreed the sale
of its operations in Belgium, Luxembourg and the Netherlands to
Laben Holding B.V. for EUR2.  This sale relates to companies
owning three stores in Belgium, one in Luxembourg and seven in
the Netherlands.  The purchaser will enter into a single,
renewable franchise agreement with the Group lasting an initial
four and a half years.

For the year ended January 25, 2003 the businesses being disposed
of reported turnover of GBP6.7 million and a loss before tax of
GBP2.2 million.

It is expected that the businesses being disposed of will have a
net asset value of GBP1.5 million and the cash impact to the
Group's U.K. operations will be broadly neutral.

This disposal is part of the Group's strategy, announced in
January 2003, to withdraw from its European operations whilst
securing franchise agreements for stores in Continental Europe
where possible.  Since January, the Group has closed 33 stores
(one in Holland, one in Belgium, four in Austria, seven in
France, and 20 in Germany).  Six stores remain open in France.
Four are expected to close by November 2003 and the Group is
currently in negotiations for the sale and franchise of the
remaining two stores in France.

In June 2003, Laura Ashley announced it had entered into
conditional Heads of Terms for the disposal and franchise of six
stores in Switzerland, Austria and Italy to EDMI Holdings SA.
Discussions are ongoing to finalize the sale and purchase
agreement.

Upon successful completion of all of the above negotiations,
Laura Ashley Holdings plc will have completed its exit from
Continental Europe.

CONTACT:  LAURA ASHLEY
          David Cook, Chief Financial Officer
          Phone: 020 7880 5100

          BRUNSWICK GROUP LIMITED
          Tom Buchanan
          Phone: 020 7404 5959
          Katya Reynier


LONDON FORFAITING: Buyers Disclose Interests in Shares
------------------------------------------------------
To: The Directors
    London Forfaiting Company Plc
    International House
    1 St. Katherine's Way
    London E1W 1XA

September 1, 2003

Dear Sirs

1.1 Notification concerning interests in shares

This notification is sent by FIMBank (U.K.) Limited, on behalf of
itself and the persons set out in the paragraphs 1.2.1 to 1.2.5
for the purposes stated in paragraph 1.2 below.

1.2 The persons set out below (the Interested Persons) hereby
give notice to London Forfaiting Company Plc pursuant to, and for
the express purpose of discharging the disclosure obligations
stipulated by, the provisions of sections 198 to 202 of the
Companies Act 1985, of the matters referred to in paragraph 3
arising out of the transaction referred to in paragraph 2.2.

1.2.1   FIMBank (U.K.) Limited;

1.2.2   First International Merchant Bank p.l.c;

1.2.3   Global Financial Holdings NV;

1.2.4   Kuwaiti Interests for Financial Investments; and

1.2.5   Kuwaiti Interests for Development Holding KSC.


1.3 The registered addresses of each of the Interested Persons
are:

1.3.1   FIMBank (UK) Limited
        134 Wigmore Street,
        London W1U 3SE

1.3.2   First International Merchant Bank plc
        7th Floor,
        The Plaza Commercial Centre,
        Bisazza Street,
        Sliema, SLM15
        Malta

1.3.3   Global Financial Holdings NV
        Caracasbaaiweg 199,
        Curacao,
        Netherlands,
        Antilles

1.3.4   Kuwaiti Interests for Financial Investments
        Chamber of Commerce Building,
        3rd Floor,
        P.O. Box 719 Al Safat,
        Zip Code 13008
        Kuwait

1.3.5   Kuwaiti Interests for Development Holding KSC
        The Kuwait Chamber of Commerce Building
        3rd Floor
        Al-Shuahada Street
        Sharq Commercial Area
        9 Kuwait

2.0  The Transaction

2.1  For your information, FIMBank UK is a wholly owned
subsidiary of FIMBank plc.  GFH owns a 33.91% shareholding in
FIMBank plc, and is a wholly-owned subsidiary of KIFI.  KIFI is a
family investment company and is owned as to 99.4% by KIDH.

2.2  On July 22, 2003, WestLB Panmure Limited made an offer on
behalf of FIMBank UK to acquire the entire issued and to be
issued share capital of LFC.  The Offer was declared
unconditional in all respects on August 28, 2003.

3.0  Levels of shareholdings

By virtue of the level of acceptances received at the date upon
which the Offer was declared unconditional in all respects, each
of the Interested Persons has become interested in 68,234,824
ordinary shares of 40 pence each comprised in the relevant share
capital of LFC.  As at August 28, these shares were registered in
the names of the shareholders who had at that date accepted the
Offer.  None of the shares in which any of the Interested Persons
is interested is by virtue of section 208(5) of the Act.

Yours faithfully

FIMBank (U.K.) Limited
First International Merchant Bank plc
Global Financial Holdings NV
Kuwaiti Interests for Financial Investments
Kuwaiti Interests for Development Holdings KSC


ROOM SERVICE: Appoints John East & Partners Limited as Broker
-------------------------------------------------------------
Room Service announces that it has appointed John East & Partners
Limited as its broker with immediate effect.

                     *****

In April, Room Service Group said it has appointed Christows
Limited as the company's broker as it made John East & Partners
Limited nominated Adviser.

In January, the board of Room Service Plc placed its principal
trading subsidiary, Room Service Limited in voluntary
liquidation.  David Rubin and Paul Appleton of David Rubin &
Partners were appointed as liquidators by the shareholder of Room
Service (U.K.) Limited.

On its announcement of the decision, the company said: "The
Directors of the company have been actively seeking additional
funding for the company from a number of sources over the past
four months. However, the various discussions that the company
has been involved in have not resulted in the deal anticipated by
the Directors of Room Service."

The company blamed volatile conditions in the stock market for
the downturn in the company's food delivery and catering
businesses.


TRINITY MIRROR: In Talks With Potential Buyers For Irish Titles
---------------------------------------------------------------
Financial Times' former chief executive David Palmer and private
equity company H-G Capital Ltd. are set to offer as much as GBP40
million (US$62.9 million) for Trinity Mirror Plc's Irish
newspapers.  The titles were put up for sale at the end of July.

According to London-based Times, the consortium is understood to
have been holding discussions with Trinity Mirror and UBS as
recently as last week, and an offer is expected to be made for
the assets in the next two weeks.

HgCapital, whose biggest recent acquisition was the BP40 million
takeover of Britain's Hoseasons in June, declined to comment on
the report.

Other potential bidders for the titles include Scottish Radio
Holdings; Thomas Crosbie Holdings, owner of the Irish Examiner;
and Mr Palmer's old employer, Independent News & Media.

Trinity Mirror previously announced the sale of its Northern
Ireland division as part of a cost-cutting drive by the firm's
chief executive, Sly Bailey.

The division comprises the Derry Journal and Century Press &
Publishing businesses which publish 6 titles in Northern Ireland
and 3 titles in the north of the Republic of Ireland.  Century
publishes The News Letter in Belfast, the Belfast News and
Farming Life.  Derry publishes the Derry Journal, the Donegal
Democrat, the Donegal People's Press, the Letterkenny Listener,
the Foyle News and the City News.

The titles are among the longest established newspapers in the
country and have made an important contribution to Trinity
Mirror's performance over the last few years.  However, following
a review of Trinity Mirror's newspaper operations the Board has
concluded that although performing strongly, the Northern Ireland
newspaper division is non-core to the Group's business
operations.



* Richard Marshall to Join Cadwalader's London Office
-----------------------------------------------------
Richard Marshall, a former Projects and Corporate partner in the
Sydney office of Mallesons Stephen Jaques, has joined Cadwalader,
Wickersham & Taft LLP as a partner in the Projects Group, which
forms part of the firm's Banking & Finance Department, resident
in the London office.

Mr. Marshall advises on large projects, with particular emphasis
on the coal industry and natural resources sector.  He also has
extensive experience in general corporate advice, mergers and
acquisitions, financings, restructurings and equity issues.

In this past year, Mr. Marshall has advised Glencore
International AG with respect to its bondholder renegotiations
for the Anaconda Nickel Project in Western Australia and Xstrata
plc in its equity and debt raisings and its acquisition of MIM
Holdings Limited.

"Richard is an accomplished lawyer with an outstanding
reputation.  He is known for his hard work and dedication to his
clients, qualities that have helped him become one of Australia's
pre-eminent natural resources practitioners.  His credentials and
talent are a good fit not only with the growth we anticipate in
the London office but throughout Europe," said Robert O. Link,
Jr., Cadwalader's Chairman.

"Richard has been involved in some of the world's largest natural
resources transactions.  His expertise in the mining industry in
Australia complements and provides depth to our London office
project finance group.  His corporate expertise adds diversity to
the office's general corporate practice," said Andrew Wilkinson,
Managing Partner of Cadwalader's London office.

"I look forward very much to joining Cadwalader's projects group.
The group has a strong team of lawyers which, after only a short
period of time, has developed a sound reputation and the
capability to handle the largest and most complex project and
project finance transactions in a number of jurisdictions around
the world," said Mr. Marshall.

Cadwalader's London office continues to focus on the firm's core
competencies -- capital markets, financial restructuring, banking
and project finance, and litigation -- each of which is strong
and growing.  Since opening in 1997, the office has increased in
size threefold and now employs more than 70 attorneys.  In May
2002, the firm reaffirmed its commitment to the city and the
European markets by relocating its offices to state-of-the-art
facilities at 265 Strand, doubling the previous U.K. office
capacity of Cadwalader.

Mr. Marshall joined the Sydney office of Mallesons Stephen Jaques
as a solicitor in 1979 and became a partner in 1984. During his
tenure at Mallesons Stephen Jaques, he has worked in their New
York office for a year and also seconded to Fulbright & Jaworski
in Houston.  He is admitted as a Solicitor in England and Wales
as well as in various States and Territories in Australia.  He
was educated at Radley College in Oxford, England and
qualified through articles and attendance at the English College
of Law.  He is a past president and current member of the Inter-
Pacific Bar Association and an officer on the Mining Committee of
the Section of Energy and Natural Resources of the International
Bar Association.

Cadwalader, Wickersham & Taft LLP, established in 1792, is one of
the world's leading international law firms, with offices in New
York, Charlotte, Washington and London.  Cadwalader serves a
diverse client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents.  The firm offers legal expertise in
securitization, structured finance, mergers and acquisitions,
corporate finance, real estate, environmental, insolvency,
litigation, health care, banking, project finance, insurance and
reinsurance, tax, and private client matters.  More information
about Cadwalader can be found at http://www.cadwalader.com


                         *********


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
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Information contained herein is obtained from sources believed to
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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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