/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/031126.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, November 26, 2003, Vol. 4, No. 234 Headlines C Z E C H R E P U B L I C INVESTICNI A POSTOVNI: Nomura to Respect Arbitration Ruling H U N G A R Y MALEV HUNGARIAN: U.S. Solon Suggests Illinois-Budapest Flights I R E L A N D HIBERNIA FOODS: Receives Two Firm Offers at Last Week's Deadline SHORTS: Wildcat Action Nearly Grounds Production to a Halt N E T H E R L A N D S KONINKLIJKE AHOLD: Cencosud Fortifies Offer for Disco KONINKLIJKE AHOLD: Bares Mechanics for Chief's Bonus Package ROYAL PHILIPS: Recovery to Continue Next Year, Says CEO R U S S I A OAO GAZPROM: Long-term Rating Raised to 'BB-'; Outlook Stable TNK INTERNATIONAL: Fitch Ups Ratings to 'BB'; Outlook Stable S W E D E N STENA AB: Senior Unsecured Debt Rating Lowered to 'BB-' S W I T Z E R L A N D SKANDIA INSURANCE: 9-month Operating Profit Soars to SEK270 Mln SKANDIA INSURANCE: Reorganizes Nominating Committee SWISS LIFE: Abandons Sale of U.K. Insurance Business U N I T E D K I N G D O M AMP LTD.: Flotation of British Arm Likely to Proceed BOOSEY & HAWKES: Shareholders Accept Classic Copyright Offer BRITISH AIRWAYS: Proposed Route Merger with Iberia to Cost Jobs BRITISH ENERGY: Heysham 1 Reactors in Need of Additional Repairs EMI GROUP: Withdraws Offer for Time Warner's Record Division EMI GROUP: Loses to Bronfman Group in Race for Warner Music EMI GROUP: Weak Without Strong Partner, Say Analysts FUSION OIL: Investors Urged to Accept Bid as Deadline Looms GOSHAWK INSURANCE: Bid Period Ends Without Prospective Buyer IMPERIAL CHEMICAL: Unit Completes US$1 Billion Debt Issue INNOVATION GROUP: Cuts Pre-tax Loss to GBP24.1 Million MISYS PLC: Completes Sale of Non-core Banking Software Solutions MURRAY TMT: In Members' Voluntary Liquidation THOMAS COOK: Mulls Sale of Hotels, Travel Agencies VOSS NET: Shareholders Approve Company Voluntary Arrangement VOSS NET: First-half Loss Due to Cessation of Training Business ********* =========================== C Z E C H R E P U B L I C =========================== INVESTICNI A POSTOVNI: Nomura to Respect Arbitration Ruling ----------------------------------------------------------- Japanese investment bank, Nomura, will transfer its Investicni a postovni banka shares to Ceskoslovenska obchodni banka, according to Nomura Spokesman Jiri Hrabovsky. The move, which is part of the Cesko pivo transaction, is in compliance with the decision of an arbitration tribunal in London, which affirmed the verdict of previous arbitrators. Ceskoslovenska obchodni banka Spokesman Milan Tomanek, who confirmed the verdict to Interfax, said the arbitrators did not set a date for the transfer of shares, but Nomura will have to do so after the Czech police lift the ban on the transfer. Ceske Pivo or "Czech Beer" is the banner-bearer of Nomura's holdings -- Plzensky Prazdroj AS, makers of the famous Pilsner Urquell beer, as well as Radegast. Ceskoslovenska obchodni banka originally wanted Nomura to pay CZK9 billion for the shares in the two breweries. But the Investicni a postovni banka stock is now worthless. As determined by the arbitrators, Pembridge, controlled by Nomura, will secure the transfer of IPB shares to Ceskoslovenska obchodni banka, sealing the Cesko pivo transaction, says Mr. Hrabovsky. The recent transaction has no effect on Nomura's wrangle with the Czech Republic and CSOB in relation to the forced administration and subsequent sale of Investicni a postovni banka. ============= H U N G A R Y ============= MALEV HUNGARIAN: U.S. Solon Suggests Illinois-Budapest Flights -------------------------------------------------------------- Malev Hungarian Airlines Rt received an offer to open flights from Rockford, Illinois to Budapest, Italy, spokeswoman Adrien Krebsz told Budapest Business Journal. Don Manzullo, an Illinois congressman, authored the idea at a meeting with Andras Simonyi, Hungary's ambassador to the U.S., on how U.S. companies could increase their presence in Hungary. The ambassador then organized a meeting with Malev CEO Sandor when the latter visited the U.S., Andras Bacsi, press officer at the Hungarian Embassy in Washington said. The spokeswoman for the National air carrier confirmed the meeting but said no decision has been made yet. "Currently, the company does not plan to open flights from Rockford," she said. She added it is too early to talk about details and make a final decision. A research still needs to be done to see the viability of the project, she added. Mr. Sandor needs proof that a viable market exists among the 12 million people in the Milwaukee-Chicago corridor, according to the online edition of local newspaper the Rockford Register Star. Currently, Malev operates direct flights to two North American destinations, New York and Toronto. ============= I R E L A N D ============= HIBERNIA FOODS: Receives Two Firm Offers at Last Week's Deadline ---------------------------------------------------------------- There are two possible buyers battling for control over troubled Irish food group, Hibernia Foods, according to BizWorld. Kerry Group and IAWS had submitted bids for the company before last Wednesday's deadline for the offer, informed sources of The Sunday Times said. It is not known whether the bids are for the entire company or parts of the business. Kerry is reportedly interested in Hibernia's ready-meals division, which includes frozen pork meatballs brand, Mr. Brain's Faggots, and which also produces own-label meals for Tesco and other retailers. IAWS, meanwhile, may want the company's frozen own-label desserts division, which already manufactures a range of frozen puddings for IAWS, according to the report. The two bids are the only ones that materialized from more than a hundred indications of interest revealed by the receiver. Hibernia Foods came under the administration of KPMG after it was placed into receivership last month by financial institution, General Motors Acceptance Corporation, with which it has EUR25 million in loans. SHORTS: Wildcat Action Nearly Grounds Production to a Halt ---------------------------------------------------------- Production at beleaguered Belfast-based aerospace firm, Shorts, nearly stopped after a number of staff at the shop-floor production tracking system in Queen's Island took part in the wildcat strike Monday. Only 100 out of 3,500 staff reported to work during the disruption. Ananova news agency said members of Amicus and the Transport General Workers' are complaining about work conditions and the proposed redundancies. Shorts, Northern Ireland's largest manufacturing employer, has been locked in a long-running dispute with the unions over pay and the planned job-cuts in the company, the report said. Bombardier, the U.S. parent of Shorts, had announced earlier a thousand job-cuts after employees rejected a proposed four-year pay agreement. These measures are aimed at mitigating the effects of falling orders following the September 11 attacks and the global economic downturn. ===================== N E T H E R L A N D S ===================== KONINKLIJKE AHOLD: Cencosud Fortifies Offer for Disco ----------------------------------------------------- Cencosud and three investment groups are planning to join forces to make a bid for Ahold's Argentine Disco Supermarket. The Chilean retailer is teaming up with Capital International, AIG Capital Partners and the International Finance Corp., a Cencosud spokesman said, according to Dow Jones. Under the plan, Cencosud will provide 50% of the purchase price, and the three investment groups will provide the other half. They plan to merge Disco with Cencosud's Jumbo supermarket in Argentina, which accounts for 6% of the market sales in the region. Disco has 19.2% market share in Argentina. Cencosud executives expect to complete the acquisition, which analysts estimate at between US$200 million and US$350 million, by the end of the year. Cencosud previously acquired Ahold's Santa Isabel supermarket chain in Chile for US$94.5 million. KONINKLIJKE AHOLD: Bares Mechanics for Chief's Bonus Package ------------------------------------------------------------ Ahold, on Monday, posted on its Web site (http://www.ahold.com) the criteria for the bonus compensation of Anders Moberg, President and CEO, for 2003. The bonus criteria will be set annually by mutual agreement between the Ahold Supervisory Board and Mr. Moberg. Criteria for 2004 will be developed as part of the overall remuneration policy going forward to be presented to shareholders next year. For the year 2003, the bonus will be calculated pro rata from the date of employment (May 5, 2003). If Mr. Moberg achieves all of his performance criteria and delivers outstanding performance in 2003, then the maximum bonus will be 250% of his base salary. Seven criteria have been set for 2003. For payout to occur on any of the performance criteria, the target for that specific criterion must be fully met. The criteria have been grouped into three categories: Financial, Strategic and Stabilization. Financial criteria Three criteria relate to the company's financial performance. As part of its "Road to Recovery" program to restore the company's financial health, Ahold has redirected its planning process towards maximizing cash flow and reducing debt through more selective capital expenditures and initiatives to improve working capital. In line with this strategic direction, financial performance criteria based on projected results have been set in the three areas that are critical to Ahold's short-term liquidity: (1) improvements in cash flow before financing activities; (2) reduced rolling inventory days; and (3) reduced cash tangible capital expenditures. The projected results for each of these criteria are commercially sensitive information. For this reason, current best practice, current corporate governance and current legislation do not demand the disclosure of projected results values. The full achievement of the projected results of these financial performance criteria would entitle Mr. Moberg to receive a bonus of 40% of the maximum bonus for 2003. An outstanding performance would result in Mr. Moberg being entitled to receive 70% of the maximum bonus for 2003. For payout to occur on any of the financial criteria, the target for that specific criterion must be fully met. Strategic criteria Two criteria relate to Ahold's strategy. These are (1) developing the appropriate corporate strategy for Ahold and its acceptance by the Supervisory Board, shareholders and the financial community; and (2) developing a successful financing strategy and its acceptance by the Ahold Supervisory Board, banks and the financial markets. If both these strategic criteria are fully achieved, Mr. Moberg will be entitled to receive 24% of his maximum 2003 bonus amount. For payout to occur on any of the strategic criteria, the target for that specific criterion must be fully met. Stabilization criteria Two criteria relate to the stabilization of aspects of the company's operations. These are (1) ensuring that the internal controls required to put Ahold's house in order are in place through improved financial controls, internal audit procedures, functional reviews and a return to a normal reporting cycle; and (2) the hiring of new management for U.S. Foodservice. If these stabilization criteria are fully achieved, Mr. Moberg will be entitled to receive 6% of the maximum 2003 bonus. For payout to occur on any of the stabilization criteria, the target for that specific criterion must be fully met. The company has also provided hypothetical calculations based on the actual pro-rated salary for 2003: (a) Maximum 2003 bonus payment if all bonus criteria are fully achieved AND all financial criteria outperformed: EUR2,451,960*. (b) 2003 bonus payment if all bonus criteria are fully achieved: EUR1,716,358*. (c) 2003 bonus payment if all bonus criteria are not fully met: 0 * Based on a pro-rated 2003 salary of Euro 980,775 The criteria for bonus compensation for Anders Moberg will be discussed under Item 8 of the agenda of the Annual General Meeting of Ahold Shareholders, to be held in Amsterdam, November 26, 2003. CONTACT: KONINKLIJKE AHOLD Corporate Communications Phone: +31.75.659.5720 ROYAL PHILIPS: Recovery to Continue Next Year, Says CEO ------------------------------------------------------- Philips CEO Gerard Kleisterlee sees early signs of a cyclical recovery. He said: "We have a good number of orders that will carry on into the next quarter [the first quarter of 2004]. We have laid a good foundation with our cost control in recent years." In the fourth quarter all parts of Philips contributed to that. Philips wants more Asian people in top positions. The Board of Management will actively search for Asian candidates for top positions during a working visit to China next week. Philips president Gerard Kleisterlee made these comments in a conversation with this paper on the eve of the working visit. Philips' whole Board of Management and Group Management Committee have started a seven-day working visit to China Saturday. This is the first time in the history of Philips that such a top-heavy delegation is going. Members of the Board will visit business associates, customers and politicians in the coming week and will actively search for Asian candidates for top management functions within Philips. Currently there are no Asians in Philips Board of Management or the Group Management Committee. There are four Asians in Philips top 100 management group. Amongst these are the country managers for China and India. "That is not a lot. In a few years time, there will need to be at least ten. We are looking specifically to strengthen our top 100 with Asian managers." With a turnover of around 2.5 billion, China has become the biggest country for Philips after the United States. Two-thirds of the turnover is allocated for export, which is growing by 27% annually, according to Philips. The group intends to double their turnover in Asia in the next three to five years. "The 21st century will be the century of Asia," says Mr. Kleisterlee. China is key in Asia strategy of Philips The whole Board of Management and Group Management Committee of Philips are in China for a week. Chairman of the Board Gerard Kleisterlee talks about the mission of the trip and renewed attention to turnover growth within the company. Philips' Board of Management had wanted to go to China for a working visit earlier this year. However, this was prevented by SARS. "That is why we went to India instead of China," says Gerard Kleisterlee, chairman of the Board at Philips. Now that danger of SARS is over, a large Philips delegation is set to visit the biggest country in Asia. The whole Board of Management and Group Management Committee will go for a week to gather impressions, make plans and learn, says Mr. Kleisterlee. "We will divide into small groups. We have planned visits to our partners, customers and influential decision makers. In addition, I intend to visit the consumers at home to hear from them directly what they think of Philips." The large delegation illustrates the importance that Philips attaches to China. Philips' foray into China started in 1920, when Philips products became available in China for the first time. However, it has only been since the mid-eighties that the Dutch electronics group firmly established itself. Since that time, Philips has invested a total of US$2.5 billion in China, mostly through joint ventures. Philips now has 32 companies in China, of which 17 are joint ventures with local players. There are currently about 20,000 employers on their payroll. Just for comparison; in the Netherlands Philips employs 28,000 people. All divisions of the group have branches in the country, but the emphasis is on the semiconductor and consumer electronics divisions. "We will be specifically looking for expansion opportunities for our semiconductor division in the coming week. But we also want to expand our medical market in China." Philips' particular desire for expansion in China is not without risks. Mr. Kleisterlee: "China is a market with risks, especially when it comes to stability, both politically and financially. But I have to say that I do not see any major obstacles in those sectors in which we are active -- consumer electronics, semiconductors, medical and lighting." Until recently, this was quite a different story. Chinese electronics manufacturers had quite a loose interpretation of intellectual property rights. "I talked with the Chinese prime minister Wen Jiabao in September about improving the transfer of our licenses for optical technologies, among other things. For the most part, these problems have now been solved. This is why our visit this week is quite well-timed." Together with India, which particularly needs to develop into an export center for Philips in the next few years, China is central to the company's Asia strategy. Mr. Kleisterlee mentioned that the anticipated strong development in Asia is one of the reasons why the group's turnover growth should be high on the agenda once more. When he took office, the Philips top executive announced that the company's aim was to achieve an average turnover growth of 10% per year, but this was put aside in favor of recovering profits. Philips reported a total loss of 6 billion in the last two years and has only been back in the black for two quarters. "I now foresee the next stage in the transformation of Philips. The cost control of recent years has laid a good foundation for growth. In the current fourth quarter, Philips is working again at full capacity for the first time in a long while." [Mr.] Kleisterlee is more positive then a few months ago. "That is correct, because I see that our products are doing well." Is this then the first time that there is a structural recovery? Mr. Kleisterlee: "We are already seeing the first signs of a cyclical recovery. We have a good number of orders that will carry on into the next quarter (the first quarter of 2004, ed.)." Although turnover growth has become a priority once more, Mr. Kleisterlee will not be pinned down to the figure of 10. "Growth is essential, but I will not put a specific figure on it." =========== R U S S I A =========== OAO GAZPROM: Long-term Rating Raised to 'BB-'; Outlook Stable ------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Russian gas company, OAO Gazprom, to 'BB-' from 'B+', reflecting the general improvement in Gazprom's liquidity situation. The outlook is stable. "Thanks to a series of unsecured long-term bond issuances completed in 2002 and 2003, Gazprom has managed to extend its debt maturity profile, reduce its short-term financial obligations, and decrease its reliance on secured debt," said Standard & Poor's credit Analyst Eric Tanguy. The rating on Gazprom continues to reflect, however, the continuing losses of the company's domestic operations, its dependence on high international hydrocarbon prices to generate sufficient cash flow to finance substantial capital expenditures, and a liquidity situation that remains slightly weak. The ratings are also constrained by the continuation of a strongly adverse pricing regime in Russia, despite the country's improving economic conditions, as well as by Gazprom's vulnerability to the price volatility of European oil products, significant financial leverage, and planned major capital expenditures. These factors are tempered by Gazprom's role as the owner and operator of essentially all exploration, production, processing, transportation, and export assets in the natural gas sector of the Russian Federation (foreign currency: BB/Stable/B; local currency: BB+/Stable/B), as well as Gazprom's privileged position as a supplier to the large and growing Western European market. Generating some 8% of Russia's GDP, Gazprom accounts for about 20% of Russia's budget income and one-fifth as foreign exchange revenues. The significant influence of Gazprom's largest single shareholder, Russia, over the company's operations is also factored into the rating. Standard & Poor's expects that Gazprom will withstand pressure to divest parts of either its production or transmission operations and that its debt level will stabilize, despite sustained capital spending. "Any future ratings change will hinge primarily on improvements in domestic price conditions, beyond the 20% hike expected in 2004," added Mr. Tanguy. "Given Russia's improving fiscal and economic environment, increases in the domestic prices for natural gas should be easier to accommodate once national elections are over." TNK INTERNATIONAL: Fitch Ups Ratings to 'BB'; Outlook Stable ------------------------------------------------------------ Fitch Ratings published recently a credit report on TNK International Ltd, Russia's third largest oil company equally owned by BP plc ('AA+'/'F1+') and Alfa Group and Access/Renova. Fitch on November 19 upgraded TNK's foreign currency Senior Unsecured rating to 'BB' from 'B+' and foreign currency Senior Secured rating to 'BB+' from 'BB-'. The 'BB' rating also applies to the US$700 million 2007 Eurobond. At the same time, the local currency Senior Unsecured rating was upgraded to 'BB' from 'B+' and the local currency Senior Secured rating to 'BB+' from 'BB'. All of these ratings were removed from Rating Watch Evolving and a Stable Outlook assigned. The credit report published discusses TNK structure, strategy, and operating profile, with a section on exports and financial analysis, and is available to subscribers on the agency's web site, http://www.fitchratings.com CONTACT: FITCH RATINGS Josef Pospisil Phone: +44 (0)20 7417 4266 Larissa Malycheva Phone: +44 (0)20 7417 4207 =========== S W E D E N =========== STENA AB: Senior Unsecured Debt Rating Lowered to 'BB-' ------------------------------------------------------- Standard & Poor's Ratings Services lowered its senior unsecured debt rating on Sweden-based conglomerate, Stena AB, to 'BB-' from 'BB'. At the same time, Standard & Poor's assigned its 'BB-' senior unsecured debt rating to Stena's proposed US$150 million notes issue due 2013. In addition, the 'BB+' corporate credit rating on Stena was affirmed. The outlook is stable. "This rating action was taken as the ratio of priority liabilities to total assets in the Stena group is expected to remain well in excess of 30% -- Standard & Poor's threshold for a two-notch differential with the corporate credit rating. This is as a result of high secured debt levels and continual high investment commitments," said Standard & Poor's credit analyst, Andreas Kindahl. The proceeds from Stena's proposed offering of $150 million (SKR1.2 billion) of senior unsecured notes due 2013 will be used to refinance drawings under the group's credit facilities, which, on Oct. 6, 2003, were used to redeem Stena's senior unsecured $175 million, 8.75% notes due 2007 for an aggregate cost of about $180 million. At the end of September 2003 (pro forma for the new notes issue), Stena's senior unsecured debt was contractually subordinated to the company's approximately SKR8.3 billion secured interest-bearing debt (including financial and operating leases, but excluding liabilities in Stena's property division, which is non-recourse). The notes are issued at holding company level, and are therefore structurally subordinated to the group's operating liabilities of about SKR2.5 billion, which are almost all at subsidiary level. At Sept. 30, 2003, Stena had operating lease-adjusted assets of about SKR25.8 billion (excluding the property division). ===================== S W I T Z E R L A N D ===================== SKANDIA INSURANCE: 9-month Operating Profit Soars to SEK270 Mln --------------------------------------------------------------- To facilitate comparisons, all information in this interim report is reported excluding the result for discontinued operations, unless stated otherwise. Third Quarter 2003 in Summary (a) Business Development (i) Sales amounted to SEK18,952 million (18,425). Sales rose 11% in local currency. (ii) New sales rose 7% in local currency. (iii) Compared with the second quarter of 2003, sales decreased by 3% in local currency, mainly due to seasonal variations. (b) Operating Result according to the embedded value method (i) The group's operating result, excluding financial effects and items affecting comparability, was SEK491 million (546). Financial effects amounted to SEK168 million (-898), and items affecting comparability in the form of restructuring costs amounted to -SEK389 million (-). (ii) The group's operating result, including financial effects and items affecting comparability, was SEK270 million (-352). (c) Result According to Swedish GAAP (i) The result before tax and items affecting comparability was SEK171 million (-19). Items affecting comparability amounted to -SEK389 million (-). (d) Cash Flow (i) Cash flow from operating activities improved slightly, to SEK--0.5 billion (-0.8), compared with -SEK0.8 billion for the second quarter of 2003. January - September 2003 in Summary (a) Business Development (i) Sales amounted to SEK56,087 million (56,974). Sales rose 6% in local currency. (ii) New sales of unit-linked assurance decreased by 2% in local currency. (iii) The net inflow in funds under management was SEK34.3 billion (35.0). (b) Operating Result According to the Embedded Value Method (i) The group's operating result, excluding financial effects and items affecting comparability, was SEK1,621 million (1,724). (ii) The group's operating result including financial effects and items affecting comparability was SEK1,570 million (1,929). (iii) The operating result includes -SEK435 million in items affecting comparability (2,016) and SEK384 million (- 1,811) in financial effects. (iv) The profit margin for newly written unit linked assurance business for the year was 13.6% (13.6%). (c) Result According to Swedish GAAP (i) The result before tax and items affecting comparability was SEK383 million (352). Items affecting comparability amounted to -SEK435 million (2,016). (ii) Earnings per share were -SEK0.09 (2.71). (iii) The return on shareholders' equity, including items affecting comparability, was -1% (18%). Excluding items affecting comparability, the return was 3% (7%). (d) Cash Flow and Balance Sheet (i) Cash flow from operating activities amounted to -SEK1.6 billion (-0.5). (ii) Borrowings decreased by SEK5.4 billion, to SEK4.2 billion, compared with the start of the year. After deduction for liquid assets, borrowings amounted to SEK2.2 billion, net. (iii) Net asset value was SEK26,645 million (27,033 at year- end 2002). (iv) Shareholders' equity amounted to SEK13,983 million (15,238 at year-end 2002). January - September 2003 Including discontinued operations (a) Sales through September amounted to SEK66,780 million (92,306), including SEK10,693 million (35,332) for discontinued operations. Sales excluding discontinued operations rose 6% in local currency. (b) The result after tax was -SEK216 million (207). The result includes items affecting comparability and the result for discontinued operations, together totaling -SEK562 million (-541). (c) Earnings per share were -SEK0.21 (0.20). Comments of Leif Victorin, President and CEO: (a) During the autumn, markets around the world were characterized by weak yet stable signs of recovery. The same can be said to summarize the trend in Skandia's key markets. Following a weak start of the year, sales -- including new sales -- have improved quarter-for-quarter and were also higher compared with the third quarter a year ago. Skandia's strong development in continental Europe continues, with Germany and Italy at the forefront. In the U.K., where the life assurance industry has been experiencing a difficult period, we have capitalized on the rising interest in equity-related products. It is also worth noting that in terms of sales, Skandia has succeeded in maintaining its positions in Sweden, despite the intensive media debate on confidence there. (b) Skandia has kept a sharp focus on reducing costs during the past year. Following the completion of a SEK1 billion cost-cutting program, this work has continued at an undiminished pace and with a high level of ambition. The effects of this are now beginning to show in the continuing result. It is especially gratifying to note that the impact of the measures we have carried out to date can be clearly seen in improved margins during the third quarter in the U.K. (c) Cash flow has improved compared with the second quarter of 2003, but is still not satisfactory. However, I expect that as the effects of continued cost cutting and changes in product design begin to surface, this will gradually lead to a better balance in cash flow and the continuing result. (d) Immediately after the Annual General Meeting this past spring, Skandia's board set in motion a strategic review of the company, its markets and its products. This work has now been completed. Strategic courses of action have been carefully considered, and we have a very solid and well-grounded idea about the wealth of opportunities that Skandia has for profitable growth through its own strength. The review of our markets and products has played an important role in this respect. Implementation of the measures identified in this review are in the advanced stages, and I believe above all that the focus on products with shorter pay-off times and sustainable growth will generate positive effects in the coming quarter. (e) Today Skandia is a company that has been thoroughly analyzed, and I am very happy with our chosen path. Using this strategic review as a springboard for the future, the Board has now named Hans-Erik Andersson as Skandia's new, permanent CEO, and I extend him a warm welcome as I hand him the baton. Stockholm, 24 November 2003 Leif Victorin President and CEO CONTACT: SKANDIA INSURANCE Jan Erik Back, Chief Financial Officer Phone: +46-8-788 3720 Harry Vos, Head of Investor Relations Phone: +46-8-788 3643 SKANDIA INSURANCE: Reorganizes Nominating Committee --------------------------------------------------- Skandia's 2003 Annual General Meeting resolved that Skandia's Nominating Committee shall consist of six members: One representative for each of the four-largest shareholders (owner-groups), one representative for the small and medium-sized shareholders of Skandia, to be appointed by the Skandia Shareholders' Association or equivalent, and one representative for the policyholders of Skandia Liv, to be appointed by the Stockholm Chamber of Commerce. The representatives of the largest owners shall be appointed based on the ownership conditions of Skandia at the time the third-quarter interim report is released. The other members shall also be appointed at the same time. These persons have now been appointed for inclusion on the Nominating Committee ahead of the 2004 Annual General Meeting: (a) Bjorn Wahlroos (Sampo), Chairman (b) Carl-Olof By (Industrivarden) (c) Bo Eklof (Robur) (d) Ramsey Brufer (Alecta) (e) Per Lofqvist (Skandia Shareholders' Association) (f) Lars Oberg (Skandia Liv's policyholders) Bengt Braun is a co-opted member of the committee. According to the AGM's decision, the Nominating Committee's mandate is to draft and present recommendations for: the appointment of a person to serve as chairman of the Annual General Meeting; directors' fees; the number of directors; election of directors; auditors' fees; and election of auditors. SWISS LIFE: Abandons Sale of U.K. Insurance Business ---------------------------------------------------- The Swiss Life Group and Unum Limited announced that they no longer intend to proceed with the disposal of Swiss Life (U.K.)'s group income protection and group life business to Unum as announced last August. The parties have come to this conclusion in view of the referral of the proposed purchase by the Office of Fair Trading to the Competition Commission. The parties continue to explore areas in which they can work together, taking into account the concerns raised by the Office of Fair Trading. These discussions include Unum becoming a new U.K. partner in the Swiss Life Network for international pooling. The discussions are ongoing and a further announcement may be made in due course. Pending the conclusion of these discussions, the Swiss Life Group can confirm that cover for existing customers whose policies are due for rate review will be extended on existing terms on a temporary basis. Once the final position becomes clear, policyholders will be given sufficient notice of this in order for them to make decisions regarding their future cover. Accordingly, customers are not required to take any action at this stage. CONTACT: SWISS LIFE Investor Relations Phone: +41 1 284 52 76 E-mail: investor.relations@swisslife.ch Home Page: http://www.swisslife.com =========================== U N I T E D K I N G D O M =========================== AMP LTD.: Flotation of British Arm Likely to Proceed ---------------------------------------------------- AMP Chief Executive Andrew Mohl is expected to unveil the details of HHG's flotation in the next two weeks, according to the Telegraph. AMP plans to list the British unit in Sydney on December 18 and in London on December 23 should shareholders approve the proposal on December 9. But HHG, which comprises fund manager Henderson and the closed life insurance funds of Pearl, NPI and London Life, may yet choose to raise the GBP100 million it needs by issuing a convertible bond through UBS. The report said AMP is likely to approach the equity markets in the first half of next year. AMP decided on the two-stage option after it emerged that HHG does not actually own Henderson, potentially complicating a fundraising exercise. Pearl's shareholder funds own Henderson, but they cannot transfer the stake to HHG as they need to satisfy regulatory rules on solvency. The money to be raised from the bond issue will be partly used to purchase a 50-60% stake in Henderson from Pearl. BOOSEY & HAWKES: Shareholders Accept Classic Copyright Offer ------------------------------------------------------------ Classic Copyright Limited announces that, as at 3:00 p.m. on November 20, 2003: (a) Valid acceptances in relation to the Ordinary Share Offer have been received by Classic Copyright in respect of a total of 19,000,337 Ordinary Shares, representing approximately 92.3% of the existing issued ordinary share capital of Boosey & Hawkes; (b) Valid acceptances in relation to the 3.85% Preference Share Offer have been received by Classic Copyright in respect of a total of 620 3.85% Preference Shares, representing approximately 28.4% of the existing issued 3.85% preference share capital of Boosey & Hawkes; and (c) Valid acceptances in relation to the 4.9% Preference Share Offer have been received by Classic Copyright in respect of a total of 14,568 4.9% Preference Shares, representing approximately 54.5% of the existing issued 4.9% preference share capital of Boosey & Hawkes. All of the conditions of the Offers as set out in the Offer Document dated October 10, 2003 have now been satisfied or waived and, accordingly, Classic Copyright is delighted to announce the Offers are declared wholly unconditional. The Offers will remain open for acceptance until further notice. Boosey & Hawkes Shareholders who hold shares in certificated form (i.e. not in CREST), and have not accepted the Offer(s) but wish to do so, should complete and sign the relevant Form(s) of Acceptance and return them, in accordance with the instructions printed thereon, as soon as possible. If you had already accepted the Regent Street Music Limited offer(s), which have now lapsed, you are no longer bound by your acceptance and your completed form(s) of acceptance, together with your share certificate(s) and/or other document(s) of title, should now have been returned to you by post. To accept the Ordinary Share Offer in respect of Ordinary Shares held in uncertificated form (i.e. in CREST), Ordinary Shareholders should take (or procure to be taken) the action set out in paragraph 13.3 of Part 2 of the Offer Document to transfer the Ordinary Shares in respect of which they wish to accept the Ordinary Share Offer to an escrow balance, specifying Capita IRG PLC (in its capacity as a CREST participant under the Escrow Agent participant ID referred to in paragraph 13.3 of Part 2 of the Offer Document) as the Escrow Agent, as soon as possible. If you are a CREST sponsored member, you should contact your CREST sponsor immediately. If you had already accepted the Regent Street Music ordinary offer, which has now lapsed, you are no longer bound by your acceptance and Computershare Investor Services PLC (as agent for Regent Street Music) should have already given instructions to CRESTCo to transfer back to your original balance all of the Ordinary Shares which you had validly assented to the Regent Street Music ordinary offer. If you are in any doubt as to the procedure for acceptance, please contact Capita IRG PLC on telephone number 0870 162 3100 (or +44 20 8639 2157 from outside the United Kingdom). Settlement of consideration to which any Boosey & Hawkes Shareholder is entitled will be effected: (i) in the case of acceptances received (complete in all respects) on or by 20 November 2003, within 14 days of the date of this announcement, being 21 November 2003; or (ii) in the case of acceptances received (complete in all respects) after November 20, 2003 but while the Offers remain open, within 14 days of such receipt. Classic Copyright stated in the Offer Document its intention to procure the making of an application by Boosey & Hawkes to the London Stock Exchange for cancellation of the listing of the Ordinary Shares. Notice is hereby given in accordance with the requirements of the Listing Rules that the twenty business days notice period for the cancellation of the listing of the Ordinary Shares on the Official List of the U.K. Listing Authority and for the cancellation of trading in the Ordinary Shares on the London Stock Exchange's market for listed securities has now commenced. Accordingly, it is expected that such de-listing and cancellation will take effect on December 22, 2003 or as soon as is practicable thereafter. Classic Copyright will post statutory notices pursuant to section 429(4) of the Companies Act to Ordinary Shareholders who have not yet validly accepted the Ordinary Offer, informing such Ordinary Shareholders that it will compulsorily acquire their Ordinary Shares under the provisions of Sections 428 to 430F of the Companies Act. The compulsory acquisition procedure is expected to be completed on, or shortly after, 2 January 2004. Classic Copyright also intends to post statutory notices pursuant to section 429(4) of the Companies Act to Preference Shareholders once acceptances have been received in respect of over 90 per cent. of the respective class of Preference Shares to which the Preference Share Offers relate. Terms defined in this announcement have the same meanings as set out in the Offer Document. CONTACT: HGCAPITAL Nick Martin/Ian Armitage Phone: 020 7089 7888 DELOITTE & TOUCHE CORPORATE FINANCE Jonathan Hinton/Byron Griffin Phone: 020 7936 3000 HOLBORN PUBLIC RELATIONS LIMITED David Bick/Trevor Phillips Phone: 020 7929 5599 BRITISH AIRWAYS: Proposed Route Merger with Iberia to Cost Jobs --------------------------------------------------------------- British Airways' and Iberias Lineas' plan to merge each other's routes could involve layoffs and restructuring, an Iberia spokeswoman told AFX News. The spokeswoman added that the extent to which Iberia will merge its routes with British Airways "will depend on the limits set by the European Union, both in terms of the timetable and routes included." She said, after the December 12 deadline for objections against the merging of routes, the agreement between the British and Spanish flag carriers "will develop according to what the E.U.'s approval permits and what the two airlines achieve" through negotiation. Iberia and British Airways have planned to merge routes, currently operated through a code sharing agreement, as part of efforts to increase cooperation and is included in the wide-ranging strategic alliance signed between the two companies in July 2002. Any further consolidation between the two airlines is "impossible to say," as that depends on what is allowed by legislation, the spokeswoman indicated. Analysts imply that the question of closer links between the two airlines should become clearer after the E.U. decides on the proposed merger between Groupe Air France and KLM Royal Dutch Airlines N.V. BRITISH ENERGY: Heysham 1 Reactors in Need of Additional Repairs ---------------------------------------------------------------- Following the completion of the previously announced inspection program of the seawater cooling pipework, British Energy has identified a requirement to carry out additional repairs on each of the two reactors at Heysham 1. It is now estimated that both reactors will return to service around the middle of December 2003. This is almost 3 weeks later than the previously estimated return to service dates. As a result of the additional work, British Energy expects that the total loss of output and the aggregate cash cost arising from the unplanned outages at Heysham 1 and Sizewell B amount to c1.7TWh and cGBP50 million respectively. Both units at Heysham 1 were shut down on October 28, following the failure of a seawater-cooling pipe. CONTACT: BRITISH ENERGY Paul Heward, Investor Relations Phone: 01355 262 201 Homepage: http://www.british-energy.com EMI GROUP: Withdraws Offer for Time Warner's Record Division ------------------------------------------------------------ EMI Group plc has withdrawn its offer to Time Warner for the acquisition of Time Warner's recorded music business. Eric Nicoli, chairman of EMI Group, said: "We have concluded that it is no longer possible to reach an agreement on terms which would be acceptable to both parties and in the interests of EMI's shareholders." EMI's goal is to drive shareholder value by building a company that provides a wide choice of quality music and innovative products through a range of delivery methods; and offers the most attractive environment for artists to develop their music and careers. EMI is making good progress towards that goal as its interim results last week demonstrated. In the six months ended September 30, 2003, EMI strongly outperformed the music industry, maintaining turnover and operating profits against a recorded music market decline of more than 10%. CONTACT: EMI GROUP PLC Amanda Conroy, Corporate Communications Phone: +44 20 7795 7529 Claudia Palmer, Investor Relations Phone: +44 20 7795 7635 BRUNSWICK GROUP LIMITED Patrick Handley Phone: +44 20 7404 5959 EMI GROUP: Loses to Bronfman Group in Race for Warner Music ----------------------------------------------------------- The failure of EMI to strike a deal with Time Warner regarding the latter's record unit does not mean the end of the group's merger plans, unidentified senior EMI advisers said, according to the Financial Mail. Time Warner on Monday agreed to sell all of Warner Music for US$2.6 billion (EUR2.2 billion) to the group led by Edgar Bronfman Jr., blowing off EMI's dreams of getting Time Warner's record unit. Time Warner picked Bronfman's bid instead of EMI's because of concerns that the latter's bid might encounter problems with antitrust regulators, the report said. But senior EMI advisers said the group is likely to continue to seek a merger with Warner Music. They said that the Bronfman-led group will have trouble affording the purchase price for Time Warner Inc.'s music business without the savings produced by merging two businesses. EMI offered GBP590 million in cash and as much as 25% of the combined company, worth about GBP350 million, according to the Financial Mail. EMI GROUP: Weak Without Strong Partner, Say Analysts ---------------------------------------------------- EMI is now seen as vulnerable to both steep slump in global music sales and takeover attempts after failing to acquire Time Warner's record unit. According to BBC News, industry experts believe the failed tie-up leaves the firm heavily exposed to global industry slump. The report cited Jesper Jensen at WestLB Panmure saying, "The decline has accelerated, and it just doesn't look good for a stand-alone business. The future does look rather bleak." The timing of the failed merger attempt came, ironically, as EMI successfully halted a decline in its own sale. The company's first-half revenues were steady despite a 10% industry-wide fall. EMI's failure, for the third time, to merge with another media company also left it open to takeover approaches. Rumors have surfaced that U.S. private equity group Blackstone might want to buy the firm. But Blackstone is thought unlikely to offer enough money to win the support of EMI shareholders. Blackstone Group refused to comment on the report, the Telegraph said. There are also suggestions that the Bronfman consortium, which acquired all of Warner Music, might in turn buy EMI. FUSION OIL: Investors Urged to Accept Bid as Deadline Looms ----------------------------------------------------------- Extension of Final Offer Sterling has on Friday sent a circular to shareholders of Fusion reminding them of the proximity of the final closing date of the Offer and the absence of any alternative offer. Following the decision by the Panel to extend the timetable of the Offer, Sterling announces that the Offer made by Evolution Beeson Gregory on behalf of Sterling for the issued and to be issued share capital of Fusion Oil & Gas plc, including the Partial Cash Alternative and Additional Cash Election as set out in the offer document dated October 1, 2003, has been extended until 1.00 p.m. on December 4, 2003. The Offer is final and cannot be revised or extended save in the event of a competitive situation (as determined by the Panel) arising or otherwise with the consent of the Panel. This is the full text of the letter from the Chairman of Sterling: Dear Fellow Fusion Shareholder 15 weeks and still no other offer The purpose of this document is to inform you that in accordance with the decision by the Panel to extend the offer timetable, our Offer is being extended until 1.00 p.m. on Thursday December 4, 2003. This is our final Offer and unless already unconditional as to acceptances it will lapse at that time. In making your decision as to whether to accept our Offer, please remember that: (a) we approached the Board of Fusion on August 7 to discuss making a recommended offer for Fusion; (b) although the Board of Fusion failed to recognize the merits of our Offer, the largest shareholder with 20% of Fusion, who also had two Fusion Board seats, exchanged its entire holding of Fusion Shares for Sterling Shares. Also, Fusion's two largest institutional shareholders have already accepted our Offer; (c) Sterling raised GBP10 million at 11p per share from institutions, thereby funding the cash alternative; and (d) Fusion has continually clung onto the possibility of an alternative offer (sometimes known as a 'white knight'). None has materialized in the 15 weeks since we approached the Fusion Board. In fact, Fusion has conceded that two potential bidders have withdrawn. Recent news We were encouraged to read the announcement concerning preliminary drilling success on Tiof, which will require further drilling in order to assess its potential commerciality. This news reinforces our belief in elements of Fusion's portfolio, which is factored into the premium in our Offer. Whilst this is encouraging, we believe it is Premier who will really benefit from the lion's share of the value following the poor decision by Fusion to sell their working interest in Mauritania. On two negative notes, you should be aware that Amerada Hess, one of the world's largest independent oil exploration and production companies, has withdrawn from both the Croix du Sud license in the AGC common zone and the Ntem license in Cameroon. Using a report by Scott Pickford, Fusion's independent experts, these licensees would have been worth over US$500 million net to Amerada Hess. Why would they walk away from such great future value? Can Fusion realistically extract value, particularly now they are on their own? Can they really find an alternative solution within the license deadlines or will they need to commit to very expensive deepwater wells or drop the acreage? I also note that Fusion's former broker and retained adviser said in September: 'The Amerada Hess carry represents most of the promote value...' which was a total of 18.6p per Fusion share. What next? We and you have been patient with the Board of Fusion, but time is now up. Sterling is Fusion's largest shareholder and nobody has approached us about bidding for Fusion. Meanwhile, as Fusion Shareholders are left waiting, certain members of the Board of Fusion have increased the notice periods of their service contracts, raised their salaries and been awarded bonuses. 47% of Fusion Shareholders have already indicated they want change by accepting our Offer. We are confident that they have rightly chosen to join an enlarged group that will bring benefit to both sets of shareholders. I urge you to follow their lead, as without the Sterling bid premium where will the Fusion share price be? We look forward to welcoming you as a shareholder of Sterling and working with Fusion's staff to maximize value from the combined portfolio of assets. Richard O'Toole Chairman ***** As at 3:00 p.m. on November 20, 2003, Sterling either owned or had received valid acceptances for the Offer in respect of an aggregate of 47,502,416 Fusion Shares, representing approximately 47.3% of the issued ordinary share capital of Fusion as increased by the decision of certain holders of Fusion NL Shares, including directors of Fusion, to convert them into Fusion Shares. Of this total, Sterling had received valid acceptances for the Offer in respect of holders of 27,502,205 Fusion Shares, representing approximately 27.4% of the issued ordinary share capital of Fusion. These acceptances include valid acceptances of the Offer in respect of 9,400,000 Fusion Shares held by Invesco Asset Management Limited for which Sterling had received an irrevocable undertaking to accept the Offer and 11,367,500 Fusion Shares for which Sterling had received letters of intent to accept the Offer, now representing approximately 9.4% and 11.3% respectively of Fusion's issued ordinary share capital. Prior to the announcement of the Offer Sterling acquired 20,000,000 Fusion Shares now representing approximately 19.9% of the issued ordinary share capital of Fusion in addition to the 211 Fusion Shares it already owned. Of those Fusion Shareholders accepting the Offer to date, 99.2% have elected to receive wholly Sterling Shares on the basis of 3.5 Sterling Shares for each Fusion Share rather than electing for the Partial Cash Alternative or the Additional Cash Election available under the terms of the Offer. Words and expressions defined in the offer document from Sterling to Fusion Shareholders dated October 1, 2003 and the circulars from Sterling to Fusion Shareholders dated October 18, 2003 and November 20, 2003 shall have the same meaning in this announcement. Evolution Beeson Gregory, which is regulated in the U.K. by the Financial Services Authority, is acting exclusively for Sterling and no one else in connection with the Offer and other matters described herein and will not be responsible to anyone other than Sterling for providing the protections afforded to customers of Evolution Beeson Gregory or for giving advice in relation to the Offer or any other matter described in this announcement. CONTACT: STERLING ENERGY Harry Wilson, Chief Executive Phone: 01582 462 121 Graeme Thomson, Finance Director Phone: 01582 462 121 FIRST CITY FINANCIAL PUBLIC RELATIONS Allan Piper Phone: 020 7436 7486 07736 064 982 EVOLUTION BEESON GREGORY Chris Callaway Phone: 020 7071 4309 GOSHAWK INSURANCE: Bid Period Ends Without Prospective Buyer ------------------------------------------------------------ On November 4, 2003 the Company announced that it had been deemed by the Takeover Panel to have entered a bid period. Whilst preliminary discussions have been held with a number of parties during the last few months, none of these discussions have been substantive and they have now come to an end. The Company can now confirm that, following the management changes previously announced and the decision to focus on GoshawK Re, its specialist Bermuda-based reinsurance business, the strategic review initiated by the Company in July has concluded. ***** Goshawk said in October that following a review by joint advisers Dresdner Kleinwort Wasserstein and Numis Securities, it is considering a number of options open to the Group including the possibility of a sale of all or part of the Group. It said: "Following the September 18 trading statement the scope of the strategic review has been broadened to assess available options to provide the necessary capital for the Group to trade in line with its revised business plan." Predicting no upturn in the industry, it said the board will continue to actively pursue all options to recover and then maximize shareholder value. CONTACT: GOSHAWK INSURANCE HOLDINGS PLC Chris Fagan, Chief Executive Phone: 020 7621 0777 Andrew Castell, Finance Director COLLEGE HILL ASSOCIATES James Henderson Phone: 020 7457 2020 IMPERIAL CHEMICAL: Unit Completes US$1 Billion Debt Issue --------------------------------------------------------- A subsidiary of Imperial Chemical Industries PLC, ICI Wilmington Inc., has issued US$500 million 4.375% guaranteed notes due 2008 and US$500 million 5.625% guaranteed notes due 2013. The notes are guaranteed as to payment of principal and interest by ICI. ICI intends to use the net proceeds from the issue for the repayment of short-term borrowings and current installments of long-term debt. Lead managers for the issue were Barclays Capital, Citigroup and UBS Investment Bank. The terms of the notes are described in a prospectus supplement filed with the U.S. Securities and Exchange Commission. ICI files its annual report on Form 20-F and other information with the U.S. Securities and Exchange Commission. Copies of ICI's annual report on Form 20-F for the year ended December 31, 2002 and its interim results for the 9 month period ended September 30, 2003 may be obtained on the website maintained by the U.S. Securities and Exchange Commission. INNOVATION GROUP: Cuts Pre-tax Loss to GBP24.1 Million ------------------------------------------------------ The Innovation Group (TiG), delivering solutions that improve profitability and customer service in the insurance and associated industries, announces its audited preliminary results for the twelve months ended September 30, 2003. Highlights for the twelve months ended September 30, 2003: (a) Adjusted profit* before tax of GBP3.3 million (2002: GBP10.0 million) (b) Loss before tax of GBP24.1 million (2002: loss of GBP391.1 million) after amortization charge of GBP17.2 million, exceptional costs of GBP5.2 million, write down of fixed asset investments of GBP5.9 million, profit on disposal of operations of GBP1.6m and loss on disposal of fixed assets of GBP0.7 million (c) Total revenue of GBP58.5 million (2002: GBP100.1 million). Specialized Business Process Outsourcing revenue (SBPO) of GBP24.4 million (2002: GBP21.2 million). Technology Solutions Division (TSD) revenue of GBP34.1 million (2002: GBP78.9 million) (d) Successful completion of rights issue in March raising approximately GBP9 million (net of expenses) (e) Hassan Sadiq commenced as new Chief Executive in March 2003 (f) Significant cost base reduction (total costs excluding one off items and amortization for Q4 2003 were GBP12.1 million compared to GBP20.6 million in Q4 2002) (g) Became cash flow positive in Q4 (operating inflow of GBP2.8 million) after three quarters of continually reduced outflows (h) Major contract win secured in Q4 (announced October 1, 2003) * Adjusted profit is the loss before tax adding back the items in second bullet point above. Commenting on the results, Hassan Sadiq, Chief Executive, said: "This has been a year of evolution for The Innovation Group. We have reshaped our Board, bolstered our management team and tailored our products to align them more closely with the needs of our clients. The outlook for next year is one of cautious optimism." The analyst presentation slides are available at http://www.tigplc.com The Innovation Group delivers innovative technology and process improvement solutions to insurance and associated industries that enable clients to increase profit and improve the customer experience. To cater to the needs of each individual client, and to maximize impact and return on investment, TiG's solutions comprise of two divisions: Technology Solutions Division and Specialized Business Process Outsourcing. The Group has provided services for leading blue chip companies around the globe including: ACG, ACSC, Alliance, Aviva, Axa, BMW, Chubb, Direct Line, Ford Motor Company, Jaguar, RSA, Yasuda, and Zurich. Market leaders recognize that in order to improve profit margins they must reduce the total cost of claims. Current industry averages show that average European non-life expenditures are around 105% of premiums collected (combined ratio), with nearly 80% of this expense being claims related (totaling more than GBP20 billion a year in the UK alone)**. TiG's claims technology enables insurers to decrease claims cost by around 5% to 20% and improve customer experience. ** Source: The Economist Intelligence Unit, February 2003. To view full report and financials: http://bankrupt.com/misc/Innovation_Group_Interim_Results.htm CONTACT: The Innovation Group plc Phone: 01489 898300 Hassan Sadiq, Chief Executive Officer Paul Smolinski, Group Finance Director KBC Peel Hunt Phone: 020 7418 8900 Simon Hayes / Jonathan Marren Weber Shandwick Square Mile Phone: 020 7067 0700 Sara Musgrave / Katie Hunt MISYS PLC: Completes Sale of Non-core Banking Software Solutions ---------------------------------------------------------------- Misys plc, the global software solutions and services group, announces the sale of the U.K. back office products business from within Misys Asset Management Systems. The business is being purchased by a management buy-out team backed by Primary Capital, a prominent private equity firm. This transaction follows the sale, announced on November 3, of certain equities trading products from within Misys Securities Trading Systems. Together these transactions represent a decisive move to exit non-core businesses and to re-focus the Misys Banking Division on larger, faster-growing sectors within the banking software markets. In the year to May 31, 2003, the businesses, which have been sold, accounted for a combined turnover of GBP39 million. The total consideration for the two deals is GBP25 million. Misys retains a strong position in the asset management systems market through its award-winning Apollo and Eagleye products. These modern products address the rapidly growing market for front- and middle-office solutions, and will be at the core of the Group's strategy to build market-leading businesses in both the institutional and private wealth sectors of the market. Clive Pedder has been appointed the new CEO of Misys Asset Management Systems, which will continue to exist as a wholly owned subsidiary of Misys plc with offices in London, Paris, Luxembourg, Nice and Birmingham. Clive was most recently President & CEO of MPCT Solutions Corporation -- the ATLAS wholesale banking solutions provider -- having led its successful restructuring and sale on behalf of venture capital investors. The principal products being sold in the deal announced -- Fiscal and Quasar -- are back-office solutions with leading positions in the U.K. market. They are being acquired by Rhyme Systems Ltd, which is a newly formed company, owned jointly by the management team and by Primary Capital. Chris Potts, formerly CEO of Misys Asset Management Systems, is now CEO of Rhyme Systems. Approximately 150 staff will transfer from Misys to the new company, which will have offices in London, Birmingham and Nantwich. Chris Potts, CEO, Rhyme Systems commented, "This transaction allows us to take Rhyme Systems into an exciting new era as an independent group, building on our achievements to date." Ivan Martin, CEO of Misys Banking and Securities Division, commented: "Over the past two years Misys Asset Management Systems has increasingly concentrated its activities on the front-end of the investment process. Our strategy is to focus on specific, growth-oriented market sectors, so this is where the majority of our research and development activity in asset management has been placed. The transaction announced, together with the sale of the securities trading products announced last week, reflect the action we are taking across the division to implement our growth strategy. We are delighted that our former colleagues have been able to take this opportunity, and we wish Rhyme Systems every success." CONTACT: MISYS Andrew Farmer, Head of Investor Relations Phone: 020 7368 2300 E-mail: andrew.farmer@misys.co.uk Helen O'Dea People & Communications Director Misys Banking & Securities Division Phone: 020 8879 1188 Rhyme Russ Bryan or Alistair Peck, Band & Brown Communications Phone: 0207 419 7000 E-mail: russ@bbpr.com / alistair@bbpr.com MURRAY TMT: In Members' Voluntary Liquidation --------------------------------------------- The Board of Murray tmt PLC announces that at the extraordinary general meeting of the Company all of the proposed resolutions were duly passed. Accordingly, the Company has been placed into members' voluntary liquidation and Messrs Burton and Brazzill of Ernst & Young LLP have been appointed as the Company's liquidators. It is expected that the portfolio will be realized by the liquidators by means of a program trade. It is expected that the initial distribution will be made to Shareholders during the week beginning January 12, 2004, or as soon as practicable thereafter. Prior to the closure of the liquidation, any balance remaining in the hands of the Liquidators will be distributed pro rata to shareholders. THOMAS COOK: Mulls Sale of Hotels, Travel Agencies -------------------------------------------------- Travel company Thomas Cook is stepping up efforts to meet a two-year cost-cutting program. The tourism firm is planning to sell hotels, close travel agencies, and restructure its aircraft fleet, unnamed company sources of weekly Focus magazine said, according to Dow Jones. It may also cut a significant number of jobs, mainly within the second level of management. Thomas Cook, owned by Deutsche Lufthansa AG and KarstadtQuelle, is pursuing a program aimed at saving EUR600 million over the next two years starting January. Lufthansa Chief Financial Officer Karl-Ludwig Kley said last week he expects Thomas Cook to achieve a net profit within two to three years. The company posted a EUR120 million after-tax net loss for 2001/2002. VOSS NET: Shareholders Approve Company Voluntary Arrangement ------------------------------------------------------------ Voss Net plc announces that the proposed Company Voluntary Arrangement was approved by creditors, and was also approved by the Company's shareholders at Monday's Extraordinary General Meeting. The capital reorganization, which was approved at the Extraordinary General Meeting, will be effected on December 22, 2003. At the Company's Annual General Meeting held Monday, all resolutions were passed. Leo Knifton has been appointed a director and chairman of the Company and Nigel Weller has been appointed a director. Barry O'Connell retired from the Board. City Financial Associates Limited has been appointed as the Company's nominated adviser and broker. Further Disclosure re Appointment of Directors The Company wishes to advise the following additional disclosure required by schedule 2 paragraph (f) of the AIM Rules regarding the appointment of Leo Knifton and Nigel Weller as Directors. In addition to his directorship of the Company, Leo Knifton and Nigel Weller are or have been directors or partners of the following companies and partnerships. Leo Ernest Vaughan Knifton (49) Current directorships: Previous directorships: Overnet Data Plc Acclaimed Management Limited Overnet Data (UK) Limited Netwindfall Insurance Services Limited Great Monument Capital Limited Netwindfall Mortgage Brokers Limited Netwindfall Property Services Limited Century 21 Financial Services Limited Fort Knox Property Services Limited Fort Knox Property Services NL Limited Netwindfall Affinity Services Limited Netwindfall Finance Services Limited NWD Group PLC Proshore Financial Services Limited Windfall Mortgage Services Limited Windfall Nominees Limited Windfall Packaging Limited Windfall Shares Limited Additionally, Leo Knifton was a director of LEV Investment and Management Limited, which went into creditors voluntary liquidation in 1988 with a deficit. William Nigel Valentine Weller (54) Current directorships: Previous directorships: Overnet Data Plc Manifest Institutional Holdings Limited Overnet Data (UK) Limited The Manifest Voting Agency Limited Great Monument Capital Limited Manifest Information Services Limited Netwindfall Affinity Services Limited Netwindfall Finance Services Limited NWD Group PLC Windfall Nominees Limited Windfall Packaging Limited Netwindfall Insurance Services Limited Netwindfall Mortgage Brokers Limited Netwindfall Property Services Limited Windfall Share Limited Windfall Mortgage Services Limited There are no further details requiring disclosure pursuant to schedule 2 (f) of the AIM Rules. The Company's registered office has been changed to: 42-46 High Street, Esher Surrey KT10 9QY. VOSS NET: First-half Loss Due to Cessation of Training Business --------------------------------------------------------------- The unaudited results for the six months ended 30 June 2003 show that your Company incurred a loss before and after tax of GBP338,000 (2002: profit before tax GBP175 and profit after tax GBP12,000) on turnover of GBP377,000 (2002: GBP447,000). The directors are not recommending payment of a dividend. The results were adversely affected by the cessation of trading in your Company's training business following the dispute over non-payment of the group's invoices at the end of May 2003. The Company therefore incurred expenses for the remainder of the period without earning any income from its principal training activities. As reported in the Company's 2002 annual report and accounts, your directors have recommended that the Company enter into a Company Voluntary Arrangement. Meetings of creditors and shareholders have been convened for November 24, 2003 for this purpose, and the Annual General Meeting will take place on the same day. Future Development We look forward to welcoming our proposed new directors, Leo Knifton and Nigel Weller, who are due to join the Board at the Annual General Meeting. I shall be retiring from the Board at the AGM. Messrs Knifton and Weller will be actively seeking a new business activity for Voss Net so as to provide a new future for your Company. We believe this offers the best way forward for Voss Net and its shareholders, and we look forward to a brighter future for your Company. Barry O'Connell Chairman November 24, 2003 To see financial statements: http://bankrupt.com/misc/VossNet_H1.htm ********* 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., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Larri-Nil Veloso, Ma. Cristina Canson, and Laedevee Gonzales, Editors. Copyright 2003. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. 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