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/raid1/www/Hosts/bankrupt/TCREUR_Public/030910.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 Wednesday, September 10, 2003, Vol. 4, No. 179 Headlines C Z E C H R E P U B L I C AGROBANKA: Liquidator Sells Another CZK5.4 Bln Set of Claims G E R M A N Y BEST ENERGY: Posts EUR12 Million Loss; Future Shaky WESTLB AG: Owners Prepare Separate Restructuring Plan G R E E C E OLYMPIC AIRWAYS: E.U. Commission Probes Govt-led Rescue I R E L A N D AN POST: CEO Plans Major Management Overhaul I T A L Y CIRIO FINANZIARIA: Talks with Rabobank Over Del Monte Still On FIAT AUTO: Termini Factory Rehires All Former Employees N E T H E R L A N D S BAAN CO.: Integration with SSA Global to Result in More Job-cuts BUHRMANN N.V.: Sells Paper Merchanting Division for EUR706 Mln UNITED PAN-EUROPE: UGC Europe Formally Assumes UPC Shares P O L A N D NETIA SA: Issues Warrants, Hikes Share Capital S W I T Z E R L A N D ABB LTD.: Latest Foreign Asset Sales to Raise US$500 Million U N I T E D K I N G D O M BRITISH ENERGY: Debt Negotiations Still on Track BRITISH ENERGY: Releases Latest Power Generation Output CALEDONIA INVESTMENTS: Spurns Calls to Liquidate Firm CARPETS INTERNATIONAL: Joint Receivers Sell Business, Assets EASYJET PLC: Reports Positive Passenger Statistics for August EDINBURGH FUND: Posts Modest Profit Despite Client Departures MARCONI CORPORATION: Shareholders Vote to Consolidate Shares NORTHERN FOODS: Sells Fox's Confectionery Business to Big Bear OLDHAM ATHLETIC: Joint Administrators Offer Business for Sale SHEFFIELD FORGEMASTERS: Decision on Future Out Soon TOPNOTCH HEALTH: Calls in Administrators to Protect Business UNIT PRESS: Administrative Receivers Offer Business for Sale WESTPOINT STEVENS: Cleared to Assume Five Alabama Gas Contracts WESTPOINT STEVENS: Court OKs Stein Riso's Appointment as Counsel ********* =========================== C Z E C H R E P U B L I C =========================== AGROBANKA: Liquidator Sells Another CZK5.4 Bln Set of Claims ------------------------------------------------------------ The liquidator of Agrobanka, the fifth-largest bank in the Czech Republic which lost its banking license in 1998 and was later announced bankrupt, is reportedly selling another block of claims worth almost CZK5.4 billion. It follows the sell-off of a package of mostly loans worth a nominal CZK2.6 billion last October. Czech Happenings said Agrobanka advertised the portfolio in Thursday's daily press, saying: "By recoverability and yield they are similar to other such claims in the Czech banking sector." The package consists of 296 claims, most of them bad loans dating from the 1990s; and holdings in several companies, including Chemapol Group, Elitex and Aropress in liquidation. Those interested in buying either the entire block of claims or all the holdings have to deposit CZK300,000 and apply by September 5, the report said. Offers by companies interested in buying the entire package of both claims and holdings will be preferred by the liquidator. Agrobanka was forced under administration in 1996-1998 due to its cash-flow problems and its inability to keep reserves at the prescribed level. Another reason was the government's intention to push out of Agrobanka the Motoinvest financial group, which took control of the bank in 1995 and whose representative on the bank's supervisory board is in jail in connection with the Kreditni banka Plzen collapse. The bank then went through the Czech National Bank's stabilization program, with bailout costs set at roughly CZK50 billion. Within the bailout, the bank was divided into two, with the healthy part sold to GE Capital for CZK500 million and the other part where the bad assets had been transferred being in liquidation since 1998. ============= G E R M A N Y ============= BEST ENERGY: Posts EUR12 Million Loss; Future Shaky --------------------------------------------------- Best Energy, Vattenfall Europe's residential supply arm under Bewag, could be on the verge of liquidation, as efforts to find a buyer for the low-cost electricity company failed. Online news agency Kipliner.com said the Berlin-based supplier could possibly be wound up this year, although a Bewag source stressed that no final decision has been taken on its future. Alternative energy companies will supply customers of the Best Energy and obligations to business partners will be fulfilled in case of its closure, the report said. Formed as a joint venture between Bewag and mobile telecommunications company, MobilCom, in 1999, the regulator saw a loss of around EUR12 million last year. A management buyout was previously conducted, with talks being held with the municipal works of the city of Leipzig. However, it is believed that Vattenfall was not satisfied with the offers. Best Energy could join a long line of new entrants that had to leave the supply market, including Ares and Riva which both claimed insolvency in the autumn of 2002. The regulator has much on its plate. CONTACT: BEST ENERGY GMBH Rollbergstr. 70 12053 Berlin Phone: 0180 / 50 11 700 E-mail: info@bestenergy.de WESTLB AG: Owners Prepare Separate Restructuring Plan ----------------------------------------------------- In a move that established a divide among the board members of WestLB AG, owners of the troubled German state-owned bank are reportedly drawing up their own strategy paper to respond to the one being prepared by the management board ahead of a key supervisory board meeting on September 16. U.K.'s Financial Times, citing people close to WestLB, said investment bank Rothschild had been engaged by North-Rhine Westphalia finance minister Jocher Deickmann and other owners to do the work. The region controls 43% of WestLB owner, Landesbank NRW. The news is the latest sign of a divide between the bank's supervisory board, which represents its owners, and the management board. It is understood that Rothschild is fleshing out the so-called "three-pillar" strategy outlined by Johannes Ringel, the acting chief executive who took over Jurgen Sengera after a damning report on WestLB's lax risk management. Mr. Ringel and his executive team separately are being advised by consultancy firm Mckinsey, while JP Morgan is giving the strategic guidance on possible asset sales and the divestment of portions of the bank's loan book. According to the report, the strategy is based on a smaller international business, a sharper focus on lending to small and medium-sized businesses and the development of a wider range of central-bank-style products and services for the region's savings bank. Both the McKinsey and Rothschild reports are expected to stick to this basic formula. However, they should vary on how much of the international business will be sold. WestLB may reveal a final decision after the September 16 meeting. Previously, representatives of two powerful local savings bank associations have argued for a drastic shrinkage of WestLB's international business after the bank recorded a EUR1.7 billion loss last year from provisions and write-downs of EUR1.9 billion (US$2.07 billion). One of the biggest contributors to the write-downs was the bank's principal finance deal with U.K. television rental group BoxClever. =========== G R E E C E =========== OLYMPIC AIRWAYS: E.U. Commission Probes Govt-led Rescue ------------------------------------------------------- The Greek parliament, which recently approved plans to launch a new carrier named Olympic Airlines, is required to provide the European Union Commission with information about the new airline. Dow Jones Newswires, citing E.U. officials, said Greece must provide the Commission with information about the new Olympic Airlines by the end of the month or risk another damaging showdown with the regulator over aviation that could end up in the courts. Gilles Gantelet, a Commission spokesman, said: "We need to know how the privatization is being carried out in order to ensure it complies with E.U. law." He added, "Greece needs our green light to proceed." Previously, the Greek government submitted a draft bill to parliament to carve a new national carrier from Olympic Airways. The new Olympic Airlines would combine the carrier's three separate flight divisions into one. The government will seek investors to buy at least 51% of it. The Commission, however, fears the plan could act as a smoke screen for illegal state handouts. Back in December it ordered Greece to claw back EUR194 million of illegal state aid from Olympic, which Athens failed to comply. The Commission has filed a legal suit against Greece in the European Court of Justice, Europe's highest court. Mr. Gantelet said the Commission will next week send Athens a "disclosure order," to which the government has 20 days to respond. If it fails to do so then the regulator will start legal action. According to E.U. sources, the regulator fears the plan to sell off only the profitable parts of Olympic could leave the government bank-rolling the loss-making activities. ============= I R E L A N D ============= AN POST: CEO Plans Major Management Overhaul -------------------------------------------- Expect several heads to roll from the management of An Post, the troubled state-owned courier set to lose another EUR50 million this year, BizWorld said Monday. Citing the Sunday Times, the paper said CEO Donal Curtin has had enough of the incompetence of some management members and is planning 'wholesale sackings.' Meanwhile, as part of cost-saving measures, executives are temporarily banned from attending international conferences, while capital expenditures budget will be reduced. The company has an 80-member management team. Originally expected to turn in EUR1 million in profits this year, the company surprised many last week when it forecasted a EUR50 million- loss, instead. It is now drafting a "survival plan" for Minister for Communications Dermot Ahern. Mr. Curtin is expected to tell the minister that huge cost reductions coupled with revenue from new products will allow An Post to break even by 2005. As part of the plan, the company will cut a further 500 jobs on top of 1,000 redundancies already announced. ========= I T A L Y ========= CIRIO FINANZIARIA: Talks with Rabobank Over Del Monte Still On -------------------------------------------------------------- Cirio Finanziaria and Rabobank remain in talks over the future of the Del Monte brand, with the two companies hoping to find "a reasonable solution for everyone." Agenzia Geornalistica Italia cited financial sources saying: "The situation remains fluid. There is, however, the desire to satisfy the role of Rabobank creditors without anything too traumatic." An unnamed Rabobank spokesman confirmed talks are continuing between the two companies and that the path of negotiations has not been interrupted, even if there is a certain reticence of the way the discussion is going. He said: "It is obvious that the talks are going ahead, but we do not want to comment on the content." Del Monte, the food brand of insolvent Italian food group Cirio, had served as collateral on a GBP20 million loan by Dutch bank Rabobank to group holding company Cirio Del Monte N.V. Rabobank is now moving to seize the brand to collect its loan. Cirio, however, has not yet resigned itself to the idea of losing control of one of its most prestigious assets. It is currently trying to find the money necessary to cover its debt. A solution is expected by mid-September when the three commissioners appointed by the court should hand in their report to the judge. On that day, the future of Del Monte brand, and how it will find the funds necessary to pay Rabobank, will be made clear. The Italian agro-food firm, which defaulted on EUR1.1 billion of bonds in November, filed for bankruptcy last month. Its liquidators are currently determining whether to declare the company bankrupt or put it under administration and sell certain assets. The review is aimed at seeing which of the unprofitable businesses should be sold or shut down to raise funds for those units that are considered going concerns. FIAT AUTO: Termini Factory Rehires All Former Employees ------------------------------------------------------- All 1,400 workers at Fiat Auto's factory in Termini Imerese returned Monday after production geared up in a phase that started last August 25, when the long period of special deferred lay-offs ended and the plant went into operation at a reduced rate and speed. According to Agenzia Geornalistica Italia, the factory will now produce 500 Punto Restyling per day, from the goal of 250 vehicles assembled per day. A new organizational model, the Tmc2, will be laid out. The new metrics, which unions have criticized, estimates a production increase of over 19%. On two occasions the factory was forced to stop work due to lack of some parts-electrical cables. Fiat Auto has been loss making and has dragged the Fiat group to some losses as well. ===================== N E T H E R L A N D S ===================== BAAN CO.: Integration with SSA Global to Result in More Job-cuts ---------------------------------------------------------------- More than 850 Baan employees will lose their jobs in the process of integrating the firm's operation with SSA Global Technologies, Inc. According to InfoWorld, some 250 will come from Netherlands, the home country of Baan Co. No less than Baan President Graeme Cooksley confirmed this in an interview with the Dutch magazine FEM Business recently. The merger with the Chicago-based business application vendor is part of an overall strategy by Cerberus Capital Management and General Atlantic Partners to create one of the world's largest business application vendors. The two private equity groups paid Invensys US$135 million to acquire Baan in June this year. The recent layoffs follow cuts made last year as part of a major restructuring. The company also lost several senior executives in the wake of the sell-off to the two private funds. Several customers are now worried continuing technical support might be affected by these departures. Heath Tipton, business process development manager at Avery Berkel Ltd. and chairman of the U.K. and Ireland Baan user group, said users are counting on SSA Global to make sure the cuts do not affect Baan customers. "We have seen fairly aggressive actions in terms of headcount and cost reduction. The commercial reasons for these actions are understood. However, as customers with contractual support agreements we expect there to be no tangible impact on the quality and value of Baan's customer support following reductions of Baan staff," Mr. Tipton told InfoWorld in an e-mail message. "Hopefully the cuts are the first of two stages; the second stage being the true consolidation and subsequent growth of the Baan product set within SSA," he added. "Clearly SSA has some way to go to complete their consolidation plans." Birmingham, London-based Avery Berkel, which makes scales and food processing equipment, uses Baan 4c ERP (enterprise resource planning) software across its business for tasks including finance, logistics, servicing and engineering, Mr. Tipton said. Baan was in the middle of an accounting scandal involving false sales records in the late 1990s when Invensys acquired the firm for EUR700 million in August 2000. The latter was forced to give up the firm to the private equity firms to reduce debts. Baan currently employs 2,800 workers. BUHRMANN N.V.: Sells Paper Merchanting Division for EUR706 Mln -------------------------------------------------------------- Buhrmann signed Monday a definitive agreement for the sale of its Paper Merchanting Division to PaperlinX Limited for a purchase price of EUR706 million. The transaction is expected to be completed in the fourth quarter, being subject to regulatory approvals and the approval of Buhrmann shareholders. Commenting on the transaction Buhrmann CEO Frans Koffrie said: "As stated when the expectation of this transaction was announced in June, selling Paper Merchanting for a fair valuation allows us to significantly lower Buhrmann's debt and reduce the company's financing costs going forward. This will enhance our capacity to capitalize on our position as a focused, leading business-to-business distributor of office products and graphics systems." Financial details The purchase price was agreed with PaperlinX after a detailed due diligence process following the announcement of the expectation of a transaction on June 18, 2003. The purchase price amounts to EUR706 million on a debt-free and cash-free basis before completion adjustments and deferred consideration, compared to an offer of EUR746 million as announced previously. The reduced purchase price reflects primarily the effects of the current difficult economic circumstances on the Paper Merchanting business. However, under the terms of the sale and purchase agreement, Buhrmann may receive a deferred consideration of up to EUR26 million dependent upon the operating result (EBITA) of the Paper Merchanting Division over 2003. This deferred consideration, if any, would be payable in July 2004. The transaction, together with one-off charges related to taxes and the debt reduction, is expected to result in a book loss of EUR150 - 170 million. Main conditions for completion The required consent and consultation procedures for signing a definitive agreement have been completed. The Dutch Central Works Council advised positively. An Extraordinary Shareholders Meeting will be held on 8 October 2003. At this meeting shareholders will be asked to approve the transaction, together with the revised terms of the preference shares C, which were set out in Buhrmann's announcement on June 18, 2003. Completion of the transaction is also subject to PaperlinX receiving approval from merger authorities, including the European Commission. About Buhrmann's Paper Merchanting Division Buhrmann's Paper Merchanting Division is Europe's leading distributor of paper and related products to the commercial print, office and display markets. Operating with over 5,200 staff in 25 nations in Europe, North America, South Africa and South-East Asia it ships about 2.5 million tons of paper annually. With annual sales of approximately EUR3 billion and EBITA of EUR74 million in 2002, the Paper Merchanting Division currently represents around 30% of the total sales of the Buhrmann Group. About PaperlinX Limited PaperlinX Limited has its head office in Melbourne, Australia and is listed on the Australian Stock Exchange with a market capitalization of approximately AUD2.2 billion (EUR1.3 billion). PaperlinX is a major international independent paper merchant and distributor, and leading Australian manufacturer of communication papers and high performance packaging papers. UNITED PAN-EUROPE: UGC Europe Formally Assumes UPC Shares --------------------------------------------------------- On September 3, 2003, UGC Europe, Inc., a Delaware corporation (f/k/a New UPC, Inc.), became the successor issuer to United Pan-Europe Communications N.V., as a result of the consummation of the transactions contemplated by the Second Amended Chapter 11 Plan of Reorganization, as modified, of United Pan-Europe Communications N.V. and UGC Europe, Inc., under Chapter 11 of the U.S. Bankruptcy Code, as confirmed by the U.S. Bankruptcy Court for the Southern District of New York on February 20, 2003. As a result of the consummation of the transactions contemplated by the Plan, UGC Europe, Inc. became the successor issuer to United Pan-Europe Communications N.V. The shares of common stock, par value $.01 per share, of UGC Europe, Inc. issued in connection with the consummation of the Plan are deemed registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, under clause (a) of Rule 12g-3 of the Exchange Act, and UGC Europe, Inc. is thereby subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. =========== P O L A N D =========== NETIA SA: Issues Warrants, Hikes Share Capital ---------------------------------------------- Netia S.A. (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services announced Monday its share capital has increased in connection with the exercise of certain warrants issued by Netia. I. Share Capital. As of September 1, 2003, Netia's issued and outstanding share capital was PLN344,279,063 and represented 344,279,063 shares, PLN1 par value per share, each share giving right to one vote at Netia's general meeting of shareholders. A motion for the registration of the share capital increase by the Polish court was filed on September 5, 2003. II. Warrants Issued. As of September 1, 2003, Netia issued 233,851 series J shares pursuant to the exercise of 139,146 two-year subscription warrants and 94,705 three-year subscription warrants by their holders at an issue price of PLN2.53 per share. Each series J share entitles its holder to one vote at Netia's general meeting of shareholders. Netia's series J shares are publicly traded on the Warsaw Stock Exchange under the same code as all other ordinary shares of Netia i.e. PLNETIA00014. The subscription warrants were exercised in accordance with Netia's Polish prospectus, dated April 17, 2002, as amended. III. Outstanding Warrants. As of September 2, 2003, the following warrants were traded on WSE: (a) 32,285,075 two-year subscription warrants were traded on WSE under the ticker "NETPPO2, entitling their holders to subscribe for Netia's series J shares by April 29, 2005; and (b) 32,329,516 three-year subscription warrants were traded on WSE under the ticker "NETPPO3, entitling their holders to subscribe for Netia's series J shares by April 29, 2006. IV. Updated Information on Netia's Share Capital. Current information on Netia's share capital increases is constantly updated and made available at the Polish National Depositary for Securities and WSE as well as on Netia's website (http://www.investor.netia.pl). The share capital as currently registered by the Polish court reflects the status as of July 1, 2003, and will be amended following the consideration of a motion for the share capital increase filed with the court on September 5, 2003. Share capital increases in connection with the exercise of Netia's outstanding warrants will be announced both in Poland and in the U.S. in the form of a press release once a month by the 8th day of each month, and, in addition, each time in the event of an exercise of warrants constituting 5% or more of all warrants issued by Netia. CONTACT: NETIA Anna Kuchnio (IR) Phone: +48-22-330-2061 Jolanta Ciesielska (Media) Phone: +48-22-330-2407 Mark Walter Taylor Rafferty, London Phone: +44(0)20-7936-040 Abbas Qasim Taylor Rafferty, New York Phone: +1-212-889-4350 ===================== S W I T Z E R L A N D ===================== ABB LTD.: Latest Foreign Asset Sales to Raise US$500 Million ------------------------------------------------------------ ABB Ltd. is expecting another US$500 million from the sale of holdings in Morocco and South Africa, Swissinfo said Monday. These disposals are still part of the company's effort to reduce debt to US$6.5 billion by year's end. Up for sale are ABB's interests in Moroccan power station, Jorf Lasfar Energy Co, and South Africa's Kruger Mpumelanga international airport. Swissinfo did not say when these transactions would be completed. This sale follows the disposal of a power network and the Red Bank coal-powered electricity station in Australia. The engineering group is banking on the pending sale of its Oil, Gas and Petrochemicals division to achieve its debt reduction target this year. "Selling off these businesses is another piece of the puzzle to become a leaner company and reduce our debt," ABB spokesman Thomas Schmidt told the Wall Street Journal recently. Meanwhile, shares of the company continue to be the brightest performer on the Swiss Market index. Investors are also positively taking the company's planned CHF1 billion convertible-bond issue. Analysts say this is clearest sign that investors' confidence in the company is back. =========================== U N I T E D K I N G D O M =========================== BRITISH ENERGY: Debt Negotiations Still on Track ------------------------------------------------ British Energy remains confident its restructuring plan will get the nod from major creditors before the September 30 deadline, a spokesman told the Telegraph earlier this week. The company needs the plan approved by creditors or else risk being placed into administration. The government, which earlier provided the firm GBP200 million in loans, has promised to replace the facility with a new GBP3.3 billion- rescue package if creditors agree to write down their debt. In March, banks and bondholders owed about GBP1.2 billion agreed in principle to the restructuring plan that will see them owning the entire company. The exact distribution of the shares is believed to be one of the stumbling blocks to a deal. Meanwhile, according to the report, the company is close to selling its 50% stake in Amergen in the U.S. for over GBP100 million, which will be returned to the Government. One of the largest power firms in the U.K., British Energy got badly hit by the collapse in wholesale electricity prices. "Banks that lent vast amounts to power stations in the 1990s are now considering consolidating those assets in a single, jointly owned enterprise. Pooling the investments into a single company would increase the stations' ability to raise prices and reduce overcapacity," the Telegraph said. BRITISH ENERGY: Releases Latest Power Generation Output ------------------------------------------------------- A summary of net output from all of British Energy's power stations in August is given in the table below, together with comparative data for the previous financial year: 2002/03 2003/04 --------------------- -------------------- August Year to Date August Year to Date -------- ----------- -------- ----------- Output Load Output Load Output Load Output Load (TWh) Factor (TWh) Factor (TWh) Factor (TWh) Factor (%) (%) (%) (%) UK - 5.48 77 26.15 74 5.37 75 27.55 78 Nuclear ----- ------- ------- ------- ------- ------- ------- ------- UK - Coal 0.05 3 1.08 15 0.35 24 1.84 26 ------- ------- ------- ------- ------- ------- ------- ------ USA - 1.81 98 7.92 87 1.75 95 8.85 97 AmerGen (50% owned) ------- ------- ------- ------- ------- ------- ------ ------ OVERVIEW The output figures for both the UK and AmerGen nuclear plant remain in line with plan. UK - Nuclear Planned Outages (a) A statutory outage was completed at Torness and another started at Hinkley Point B. (b) A refueling outage was carried out on one reactor at Dungeness B. (c) Low load refueling was carried out on one reactor each at Hinkley Point B, Hunterston B and Heysham 2. UK - Coal Planned Outages (a) One unit at Eggborough returned from planned maintenance outage. Another unit remained on outage in connection with the installation of flue lining as part of the FGD program. CONTACT: BRITISH ENERGY PLC John MacNamara Phone: 01355 262 574 Paul Heward Phone: 01355 262 201 CALEDONIA INVESTMENTS: Spurns Calls to Liquidate Firm ----------------------------------------------------- The Board has noted the announcement of proposals for the liquidation of Caledonia Investments plc. These proposals are essentially the same as those received by the Company in June 2003. As the Company announced on Monday July 7, 2003 the Board had considered the proposals with its financial advisers, N M Rothschild & Sons Limited and Cazenove & Co. Ltd., and unanimously had concluded that the proposals are not in the best interests of shareholders. In assessing whether an effective liquidation of the Company would have been appropriate, the Board has examined whether the Company is meeting its objectives and has considered the Company's prospects in the light of its historic performance. Caledonia has an outstanding record in delivering shareholder value: (a) The proposals have been made against a background where, according to the latest Association of Investment Trust Companies' statistics (as at July 1, 2003), the Total Shareholder Return of Caledonia Investments plc is in the top decile of its sector for all periods up to 10 years (i.e. 3 months, 6 months, 1 year, 3 years, 5 years and 10 years). (b) The Company's dividend per share has increased every year over the last 36 years, representing a compound annual growth of 9.3% over the period. The Board believes its successful long-term strategy should continue to deliver out performance going forward. In 2002 Caledonia's management was strengthened with the appointment of a new Chief Executive, Tim Ingram. Following his initial review of the Company, proposals to convert Caledonia to investment trust status were announced in November 2002. Since converting to investment trust status, the discount of Caledonia's share price to its NAV has continued to narrow. Specifically, the discount stood at 33.5% on September 30, 2002 (the last date on which the NAV was published before the announcement of Caledonia's intention to convert to an investment trust), was 29.8% on March 31, 2003 (the last date on which the NAV was published before Caledonia's conversion to an investment trust) and was 20.1% on August 31, 2003 (the date of the last published NAV). Valuing the proposals Shareholders should note that the proposals include no firm cash offer and provide no certainty as to the level of proceeds that would be received neither by shareholders nor to the timing of receipts. Rather, the proposals are for a new management team to take responsibility for the Caledonia portfolio, to liquidate all of the assets over an estimated period of two years and distribute the net proceeds either in cash or by reinvestment into a new investment vehicle. The announcement indicated that 'the professional costs and costs of incentivisation arising during the 2 year process are expected to be approximately GBP29 million'. The Board of Caledonia believe that the proposals would be likely to result in the level of proceeds received eventually by shareholders being at a significant discount to the prevailing net asset value. Cayzer Trust Company The proposals outlined in the announcement require the support of the shareholders of CTC, as well as the support of the shareholders of Caledonia (of which CTC is a 37.7% shareholder), in order to be implemented. The announcement made earlier today states that CTC 'has received indications from (CTC) shareholders, together representing in excess of 50% of the voting rights that, in the event of the Project Locksmith proposals (these Proposals) being placed before members in a general meeting, these votes would be cast against the proposals'. On this basis, the proposals cannot be implemented. Conclusion The Company, therefore, believes that the proposal is not in the best interests of shareholders, and anyway cannot be implemented. Tim Ingram, Chief Executive of Caledonia, said: "We have considered these proposals carefully and concluded that they are not in the best interests of our shareholders. They would only have served to destroy a company that has been producing outstanding returns in the short, and medium, and long term. We remain firmly committed to our strategy of delivering total shareholder return out performance." N M Rothschild & Sons Limited and Cazenove & Co. Limited are acting for Caledonia in connection with the proposals referred to in this announcement and no one else and will not be responsible to anyone other than Caledonia for providing the protections offered to clients of N M Rothschild & Sons Limited and Cazenove & Co. Limited nor for providing advice in relation to such proposals. The Association of Investment Trust Companies statistics quoted are derived from the Monthly Information Service dated August 2003 from the AITC prepared by Fundamental Data Limited on behalf of AITC Services Limited. To view full report: http://bankrupt.com/misc/CALEDONIA_INVESTMENT_PLC.htm CONTACT: CALEDONIA INVESTMENTS PLC Phone: +44 (0)20 7802 8080 Tim Ingram, Chief Executive College Hill Phone: +44 (0)20 7457 2020 Alex Sandberg Tony Friend CARPETS INTERNATIONAL: Joint Receivers Sell Business, Assets ------------------------------------------------------------ The Joint Administrative Receivers, Roger Marsh, Steve Ellis and Garth Calow, offer for sale the business and assets of Carpets International (U.K.) Limited (In Administrative Receivership), an established Yorkshire-based company. The business manufactures and distributes various brands of carpet to national and independent retailers. Principal features of the business include: (a) Annual turnover circa GBP100 million (b) Established leading brands including Kosset, Wilton Royal, Abingdon, Crossley and Lancastyer (c) Royal Warrant to produce Wilton Royal (d) Freehold manufacturing sites in Northern Ireland, South Wales and North-East England (e) Leasehold warehouse and distribution center and offices in Yorkshire (f) Yarn manufacturing capacity of 22,000 tons per annum (g) Carpet manufacturing capacity of 24 million sqm per annum (h) Extrusion capacity of 8,000 tons per annum (i) Established customer base (j) Skilled workforce For further information please contact Caroline Parkin of PricewaterhouseCoopers, 9 Bond Court, Leeds LS1 2SN. Telephone: 0113 289 4425, Fax: 0113 289 4580. E-mail: caroline.parkin@uk.pwc.com EASYJET PLC: Reports Positive Passenger Statistics for August ------------------------------------------------------------- Below are the easyJet passenger statistics for August 2003. This information is published on the fifth working day of every month. Passenger statistics for easyJet August August Year-on-year Rolling 2003 2002 change 12 months ending 31/08/2003 Passengers1 1,985,038 1,696,378 17.0 % 20,035,753 Load Factor2 88.1% 87.2% 83.9% (1) Represents the number of earned seats flown. Earned seats include seats that are flown whether or not the passenger turns up because easyJet is a no-refund airline, and once a flight has departed a no-show customer is generally not entitled to change flights or seek a refund. Earned seats also include seats provided for promotional purposes and to staff for business travel. (2) Represents the number of passengers as a proportion of the number of seats available for passengers. No weighting of the load factor is carried out to recognize the effect of varying flight lengths. EDINBURGH FUND: Posts Modest Profit Despite Client Departures ------------------------------------------------------------- Better market conditions and significant action taken by management to reduce the Group's costs and improve efficiency were key features in the results for the six months to July 31, 2003. The Group made a profit at the pre-tax level of GBP178,000 before goodwill and exceptionals, compared with a loss of GBP348,000 in the previous six months to 31 January 2003 and a profit of GBP3.1 million in the comparable six months to July 31, 2002. The disposal of our private client subsidiary in July 2003 gave rise to an exceptional gain of GBP4.1 million. This and the reduction in costs were the main factors in achieving a profit on ordinary activities (before tax), of GBP3.3 million, against GBP1.7 million in the six months to July 31, 2002. Turnover during the period fell by over 28% to GBP12.4 million from GBP17.2 million in the six months to July 31, 2002, but by only 8% from GBP13.5 million in the six months to 31 January 2003. Administration expenses before goodwill and exceptionals fell by 15% to GBP11.9 million from GBP14.0 million in the six months to July 31, 2002 and by 12% from GBP13.5 million in the six months to 31 January 2003. Continued focus on our core activities also helped to sustain the improvement in our effective fee rate, which increased in the six months to July 31, 2003 to an average of 0.64% from an average of 0.55% for the year to 31 January 2003. Earnings per share were 0.1p before goodwill and exceptionals and 11.4p after goodwill and exceptionals; the comparable figures for the six months to July 31, 2002 were 8.6p and 4.0p respectively. No dividend will be paid for the six months to July 31, 2003. Our overall investment performance has been satisfactory, continuing an improving trend. In these circumstances, it was disappointing to lose two significant mandates in the period, British Coal and Bank of Scotland pension funds, and subsequently Edinburgh Small Companies Trust. Funds under management also fell GBP242 million as a result of the sale of the private client subsidiary. However, new business and a significant market recovery partially offset these losses, helping to limit the fall in total funds under management to GBP0.8 billion, from GBP4.1 billion at 31 January 2003 to GBP3.3 billion at July 31, 2003. Investment trusts accounted for 51% of funds under management, followed by 32% in unit trusts, 12% in institutional funds and 5% in venture capital. During this demanding period, we were very pleased to welcome Andrew Brown as a non-executive director. His extensive experience of corporate change is proving particularly useful to us in view of the important developments affecting the future of the Group, which are set out in a separate announcement. These developments have inevitably occupied a great deal of senior management time, and the operational achievements of the last six months against that background are a tribute to the dedication and expertise of the management, investment and administration teams. I would like to thank all our staff for their invaluable contribution. Sir Charles Nunneley Chairman To view full financials: http://bankrupt.com/misc/EDINBURGH_FUND.htm MARCONI CORPORATION: Shareholders Vote to Consolidate Shares ------------------------------------------------------------ Marconi Corporation plc's (London: MONI) shareholders voted overwhelmingly (99.7 percent) at the Company's Annual General Meeting today in favor of a share consolidation that will lead to each five existing shares being consolidated into one new share. The consolidation will take effect from the start of trading on the London market tomorrow, Tuesday, September 9, 2003. All other resolutions were passed at the meeting, each having achieved the requisite majority. Commenting, John Devaney, Marconi Corporation's Chairman, said: 'The consolidation of the shares is an important further step in normalizing Marconi's share register. The consolidation will help us achieve meaningful savings against the cost of managing a large number of very small shareholdings.' As first announced on 19 August 2003, following today's AGM Douglas McWilliams joined the Board as a non-executive director. The Company can confirm that there are no details to be disclosed in respect of Mr. McWilliams pursuant to paragraph 16.4 of the Listing Rules. Pursuant to the share consolidation, a total of 200,400,000 ordinary shares of 25p each are to be listed; 200,001,968 of which will be issued on September 9, 2003 and the balance of 398,032 will be block listed for future issuance in relation to the exercise of warrants. Application has been made to the UK Listing Authority for the new shares to be admitted to the Official List and to trading on the London Stock Exchange. Dealings in the new shares are expected to commence on September 9, 2003. Copies of this announcement are available from Cazenove & Co. Ltd for two business days from the date hereof. About Marconi Corporation plc Marconi Corporation plc is a global telecommunications equipment, services and solutions company. The company's core business is the provision of innovative and reliable optical networks, broadband routing and switching and broadband access technologies and services. The company's customer base includes many of the world's largest telecommunications operators. NORTHERN FOODS: Sells Fox's Confectionery Business to Big Bear -------------------------------------------------------------- Northern Foods Grocery Group Limited, a subsidiary of Northern Foods plc, has sold the Fox's Confectionery business in Leicester to Big Bear Limited, a new company formed by a management buy-in team. Northern Foods Grocery Group will receive consideration of GBP7.0 million together with the value of book debts of GBP2.4 million (total value of transaction: GBP9.4 million). The net assets disposed of were GBP9.3 million, together with goodwill of GBP5.4 million. Fox's Confectionery produces a number of small but well-known brands, including Fox's Glacier Mints and Fruits, Paynes Poppets, Just Brazils and XXX Mints. The Fox's Confectionery workforce at Leicester will transfer with the business to the new owners. Northern acquired the Fox's Glacier Mints business from Nestle UK for GBP8.0 million in 2001, and subsequently integrated it with the Paynes confectionery operation, which it had purchased for GBP9.8 million in 1998. The Lift Lemon Tea brand, which was acquired as part of Paynes, was sold to Hicks, Muse, Tate & Furst for GBP8.2 million in 2001. Production of the Paynes confectionery brands was transferred to Leicester last year and Northern retains the valuable Paynes freehold factory site in Croydon, which is currently for sale. This disposal continues Northern's program of adjusting its portfolio of activities to align the Group ever more closely with some of the fastest growing sectors of the food market, and to increase its focus on leading retailers. Other developments this year have included the purchase of the remaining 60% of Solway Foods and the acquisition of the San Marco frozen pizza brand. CONTACT: NORTHERN FOODS PLC Hudson Sandler Sean Christie, Finance Director Wendy Baker/Keith Hann Phone: 01482 325432/020 7796 4133 OLDHAM ATHLETIC: Joint Administrators Offer Business for Sale ------------------------------------------------------------- The joint administrators, Philip Long and Jonathan Newell, offer for sale as a going concern the business and assets of Oldham Athletic Association Football Club Limited (In Administration). (a) Football assets including playing squad and leasehold interest in Boundary Park Stadium (b) Division two status in Football League (c) Turnover in the year to May 31, 2003 - BP2.5 million (d) Trading losses forecast for seasons 2003/04 and 2004/05 Interested parties (principals only) should contact Jonathan Newell or Paul Ashworth at: PKF, Sovereign House Street, Manchester M2 5HR; Mobile number 0777 553 2759; Phone number 0161 832 5481; Fax number 0161 832 6307. SHEFFIELD FORGEMASTERS: Decision on Future Out Soon --------------------------------------------------- In an effort to stave off insolvency, Sheffield Forgemasters Rolls has reportedly been in talks with one of the "big four" accountancy firms for at least two months, after encountering difficulties. The Times, citing a source, said the talks were at a crucial stage and that an announcement on the company's future was expected soon. Sheffield hit the headlines when its part in an arms-to-Iraq scandal came to light. The firm had forged eight steel tubes that it insisted were to be used as oil pipes in Iraq. However, it was revealed that Iraq had intended to use the tubes as part of a gun barrel that could fire one-ton anthrax shells on Tel Aviv. The tubes were seized by Customs on Teesside in April 1990, and directors of the company were arrested, although no charges were ever brought. Two years ago, the company announced that the strength of sterling, increasing gas prices and the climate change levy made it difficult for it to make a "worthwhile return." The Times said Sheffield announced it was forced to compete with Eastern European foundries that had "more favorable energy costs" and less stringent environmental legislation. CONTACT: SHEFFIELD FORGEMASTERS ROLLS LTD Weston Road Crewe Cheshire England CW1 6DB Phone: + 44 (0)1270 213412 Fax: + 44 (0)1270 212351 TOPNOTCH HEALTH: Calls in Administrators to Protect Business ------------------------------------------------------------ Topnotch Health Clubs, the AIM-listed fitness club operator that has centers across the Midlands, called in administrators after protracted efforts to secure a viable future failed. Founder and CEO Matthew Harris told The Times he had been forced to throw in the towel in his efforts to save Topnotch as he had failed to extricate the company from a commitment to developing four new clubs. The operator had no means of paying the rent on the sites, as it said it had breached its banking covenants almost 11 months earlier. At the time, Topnotch had total debts of almost GBP10 million, although that figure has been reduced through the sale of 11 of its 20 clubs. Mr. Harris said: "We tried to cut a deal with the landlords on an exit plan but we couldn't do it. We couldn't afford to pay GBP1 million in rent on those sites so reluctantly we had no option but to call in the administrators to protect the business." The company's demise has been attributed to a period of rapid expansion in the health and fitness sector leading to fierce competition. Press reports said the operator pursued an aggressive rollout program resulting in an increase in its portfolio from six sites at March 2000, to twenty sites by February 2002. Mr. Harris told The Times he had yet to consider whether to make a bid for the remaining nine clubs. CONTACT: TOPNOTCH HEALTH CLUBS PLC 254-258 North End Road Fulham, London SW6 1NJ Phone: 020 7381 2229 Fax: 020 7381 5402 UNIT PRESS: Administrative Receivers Offer Business for Sale ------------------------------------------------------------ Unit Press Limited (In Receivership) is the U.K.'s leading manufacturer of office chair mechanisms and seating components to ISO 90001:2000. (a) 3 acre leasehold site (b) annual turnover circa GBP6.3 million - order book GBP1 million (c) established U.K. & export customer base (d) plant including power presses (max 350 tons), welding, power coating, and assembly facilities (e) intellectual property (f) in house design team using 3D CAD CONTACT: GRANT THORNTON Joint Administrative Receivers, Les Ross and Sean Croston 1st Floor, Royal Liver Building Liverpool L3 IPS Phone: 0151 224 7200 Fax: 0151 227 1153 Homepage: http://www.grant-thornton.co.uk WESTPOINT STEVENS: Cleared to Assume Five Alabama Gas Contracts --------------------------------------------------------------- WestPoint Stevens Inc., and its debtor-affiliates currently operate seven plant sites in the state of Alabama, which purchase natural gas from Alabama Gas Corporation. Before the Petition Date, the Debtors entered into contracts with Alagasco on behalf of each of the Plants. Each of the Plants is supplied with natural gas through four separate contracts between the Debtors and Alagasco that pertain solely to each of the individual Plants, as well as a fifth contract which applies generally to all of the Plants. The Contracts are executory in nature and govern the procurement and delivery of natural gas by Alagasco, as well as the related pricing and payment terms. Additionally, the Debtors are party to The Agency Agreement for Interstate Gas Customers with Alagasco. The Agency Agreement provides for Alagasco to serve as agent for the Debtors for the limited purposes of: (i) purchasing natural gas on the Debtors' behalf; (ii) arranging for the transportation of natural gas to delivery points on Alagasco's distribution system; and (iii) entering into agreements on the Debtors' behalf to effectuate the purchase and transportation of natural gas. The Agency Agreement does not have an expiration date, but instead continues until one party serves notice of termination on the other. The Agency Agreement is incorporated by reference in each of the individual Service Agreements. Because the Alagasco Contracts provide favorable rates to the Debtors for purchasing and receiving natural gas, the Debtors wanted to assume them. The Debtors believed that the Contracts will continue to provide substantial cost savings to their estates. The Debtors engaged in extensive, arm's-length negotiations with Alagasco. Subsequently, the parties reached an agreement pursuant to which Alagasco would continue acting as agent under the Agency Agreement, and would waive its demand for a security deposit under Section 366 of the Bankruptcy Code, in exchange for the Debtors' agreement to assume the Contracts and make semi-monthly prepayments, with monthly true-ups for all payments and charges actually accrued. * * * The debtors sought and obtained the Court's authority to assume the Alagasco Contracts in Alabama. (WestPoint Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900) WESTPOINT STEVENS: Court OKs Stein Riso's Appointment as Counsel ---------------------------------------------------------------- WestPoint Stevens Inc. and its debtor-affiliates obtained the Court's authority to employ Stein Riso Mantel, LLP as special conflicts counsel in connection with claims, litigation or other matters now pending or which may arise as to which Weil, Gotshal and Manges LLP, is or becomes unable to represent the Debtors due to an actual or potential conflict of interest. Stein Riso will to charge the Debtors for its legal services in accordance with its ordinary and customary hourly rates in effect on the date such services are rendered. The hourly billing rates currently charged by Stein Riso for legal services rendered by its professionals are: Partners $300 - 500 Of Counsel 325 Associates 250 - 300 Paralegals 100 - 125 (WestPoint Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900) ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Europe is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee Gonzales, Editors. Copyright 2003. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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