/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/031209.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Tuesday, December 9, 2003, Vol. 4, No. 243 Headlines F I N L A N D FINNAIR OYJ: Recalls Temporary Layoff Program F R A N C E AIR LITTORAL: 7 Group Passes Buck to Swedish Investor RHODIA SA: Clears Speculations on Disposal Program SCOR GROUP: Ratings Remain Under Review for Possible Downgrade VIVENDI UNIVERSAL: Bronfmans Leave Board G E R M A N Y INFINEON TECHNOLOGIES: Relocation of Headquarters Still an Option MANNESMANN AG: Gent, Fok May be Summoned to Witness Stand PROSIEBENSAT.1 MEDIA: Programs Director to Leave by Year's End WESTLB AG: Accused of Helping Enron Tinker with Debt Figures I T A L Y CIRIO FINAZIARIA: Capitalia Investigated over Bond Sale S W I T Z E R L A N D ABB LTD.: Announces Availability of Offer Prospectus U N I T E D K I N G D O M AMP LIMITED: Subscription to Rights Offer May Fall Short BALTIMORE TECHNOLOGIES: Might Decide on Liquidation Next Year BRITISH ENERGY: Investors to Decide on AmerGen Disposal Dec. 22 CANARY WHARF: Sells Two Leasehold Properties for GBP1 Billion CANARY WHARF: Recommends Morgan Stanley's GBP1.56 Billion Offer CANARY WHARF: Reichmann Plans to Top Morgan Stanley Bid CORUS GROUP: Shareholders Approve Placing and Open Offer DE ROMA: Throws in Towel Due to Trading Difficulties ELDRIDGE POPE: Full-year Profit Down Due to 'Intense Competition' LEEDS UNITED: Could be Forced to Sell Key Players Next Year MYTRAVEL GROUP: Chief Executive Duncan Wilson Steps Down ROOM SERVICE: Watchdog Opens Full-blown Probe into Short-selling SAFEWAY PLC: Shareholders Want Higher Offer from Wm Morrison THISTLE HOTELS: Invites Tenders for Up to 30% of Stock * Large Companies with Insolvent Balance Sheets ********* ============= F I N L A N D ============= FINNAIR OYJ: Recalls Temporary Layoff Program --------------------------------------------- Finnair withdrew its plan to temporarily lay off thousands of employees due to a surprise increase in flights to Asia, reports say. Finnair had initially lined up 1,500 flight attendants for layoff as part of a plan to save EUR160 million to cut unit costs by 15% in the next few years. This was after severe acute respiratory syndrome hit travel to Asia. But traffic has since recovered quicker than expected. "This is a positive signal," Senior Vice President Hannes Bjurstrom told Finnish daily Taloussanomat. Finnair nonetheless intends to proceed with other layoffs and job-cuts. The airline made half of the temporary layoffs it had planned before it called its staff back to work. =========== F R A N C E =========== AIR LITTORAL: 7 Group Passes Buck to Swedish Investor ----------------------------------------------------- 7 Group on Thursday endorsed a new Swedish investor to take on its plan to take over bankrupt French carrier, Air Littoral, said online industry paper http://www.luchtzak.be. The group, made up of Italian investors, had failed to make the first installment payment for the French carrier. Mario Palmonella, Chairman of 7 Group and owner of Azzurra Air, endorsed Benqt Haorn Berg, instead. The Swedish investor holds a 30% stake in 7 Group. Mr. Palmonella had previously said he was prepared to pay EUR7 million -- EUR4 million short of the amount required by the Court of Montpellier -- but failed to come up with the money at Tuesday's deadline. RHODIA SA: Clears Speculations on Disposal Program -------------------------------------------------- In response to an article in le Figaro, Rhodia states that: (a) It is not the Group's practice to comment on rumors (b) Rhodia announced on October 30 that it has identified businesses that are possible divestiture candidates, whose estimated value is EUR1.3 billion. This will enable the Group to select from among these businesses those that would yield the most value to ensure that we will achieve our divestiture objective of EUR700 million by the end of 2004. (c) Speculation regarding the effect on the Group's business portfolio during a process such as this is normal. (d) The Group communicates on divestitures only when a formal agreement has been reached. You may consult this press release on Rhodia's website at http://www.rhodia.com Rhodia is one of the world's leading manufacturers of specialty chemicals. Providing a wide range of innovative products and services to the consumer care, food, industrial care, pharmaceuticals, agrochemicals, automotive, electronics and fibers markets, Rhodia offers its customers tailor-made solutions based on the cross-fertilization of technologies, people and expertise. Rhodia subscribes to the principles of Sustainable Development communicating its commitments and performance openly with stakeholders. Rhodia generated net sales of EUR6.6 billion in 2002 and employs 23,600 people worldwide. Rhodia is listed on the Paris and New York stock exchanges. CONTACT: RHODIA SA Investor Relations Fabrizio Olivares Phone: +33 1 55 38 41 26 SCOR GROUP: Ratings Remain Under Review for Possible Downgrade -------------------------------------------------------------- Moody's Investors Service held SCOR's ratings on review for possible downgrade despite its positive view of the company's EUR750 million rights issue. SCOR also recently announced the extension of its US$832 million credit facilities to December 31, 2004, the reduction of certain exposures, and the disposal of real estate assets. But Moody's did not alter its previous rating action, as SCOR's technical reserves of EUR10,750 million are "[still] very high in relation to pro-forma equity of EUR1,379 million," it said. The rating agency added: "Furthermore, despite the positive developments with regard to SCOR's CRP and credit derivative exposure, Moody's notes that around 80% of SCOR's reserve strengthening at quarter 3 2003 was in respect of SCOR U.S. Casualty business written between 1997-2001." The ratings that remained on review for possible downgrade are: SCOR-insurance financial strength rating of Baa2; SCOR Canada Reinsurance Company- insurance financial strength rating of Baa2; SCOR Deutschland Reinsurance- insurance financial strength rating of Baa2; SCOR Italia Riassicurazioni S.p.A.- insurance financial strength rating of Baa2; SCOR Reinsurance Company (US) - insurance financial strength rating of Baa2; SCOR U.K. Company- insurance financial strength rating of Baa2; SCOR- Senior debt rating of Baa3; SCOR- Subordinated debt rating of Ba2. VIVENDI UNIVERSAL: Bronfmans Leave Board ---------------------------------------- Jean-Rene Fourtou announced that he has received on December 3, 2003, notice of the resignation of Edgar M. Bronfman and Edgar Bronfman, Jr. as directors of Vivendi Universal. Edgar Bronfman, Jr. decided to resign from the Board and from his position within the company due to his participation in the acquisition of Warner Music. Jean-Rene Fourtou personally thanked Messrs Bronfman for their trust and their active support to the financial and strategic turnaround of Vivendi Universal since Mr. Fourtou has served as Chairman and CEO of Vivendi Universal. ============= G E R M A N Y ============= INFINEON TECHNOLOGIES: Relocation of Headquarters Still an Option ----------------------------------------------------------------- Infineon Technologies AG is actively exploring ways on how to avoid Germany's heavy tax bill, including moving its headquarters and core operations out of Bavaria. According to AFX News, a spokesman for the company denied an earlier report in Focus that the Munich-based chipmaker decided against moving following successful negotiations with local authorities. The spokesman said no talks have ensued with the state government about moving. Infineon Chief Executive Ulrich Schumacher had repeatedly threatened to move the company overseas to a more favorable fax environment. The German chipmaker has had reported losses of EUR2.4 billion over the last nine quarters due to the slump in the D-Ram chips market. It is hoping to abandon such losses when it reports results in the three months to the end of September. MANNESMANN AG: Gent, Fok May be Summoned to Witness Stand --------------------------------------------------------- Vodafone Group Plc's former Chief Executive Officer Christopher Gent and Hutchison Whampoa Group Managing Director Canning Fok are among those who might be called to testify in the trial over Vodafone's takeover of Mannesmann AG, a court spokeswoman said, according to Bloomberg News. There are almost 60 people included in the list of possible witnesses, Vera Huth said citing the court's preliminary plan. The case relates to the US$66 million payment made to Mannesmann executives when Vodafone took over operations of the company more than three years ago. The accused are six former Mannesmann managers, including Deutsche Bank AG CEO Josef Ackerman. Hearing of the trial is set in January, and so far none of the people lined up for questioning has been summoned to the court. Misters Gent and Fok are scheduled to appear in court on February 11 and February 12, Ms. Huth said, according to the report. The case is the result of a two-year investigation at the end of the US$180 billion takeover battle. PROSIEBENSAT.1 MEDIA: Programs Director to Leave by Year's End -------------------------------------------------------------- Claus Larass, the member of the Executive Board of ProSiebenSat.1 Media AG in charge of Information, News and Political Programs, is to leave the company at December 31, 2003. The move is by mutual agreement. "The reorganization of the Executive Board is an important step aimed at boosting the efficiency of our organization and adjusting our structures to best meet the demands of the marketplace," said Urs Rohner, CEO of ProSiebenSat.1 Media AG. "Claus Larass was a key figure in the integration of N24 and Sat.1's former news division, helping to bring the young news channel on a par with its main competitor, n-tv, in just three years. We would like to thank Claus Larass for his contribution to the success of the ProSiebenSat.1 Group." Claus Larass was born in Juterborg in 1944. After completing a trainee program and taking his first steps as a desk editor, he joined the Axel Springer Verlag in 1973 where he took over the department covering domestic politics at Die Welt, and later the entire politics department of Welt am Sonntag. Following further positions on Axel Springer Verlag publications, he became deputy chief editor of Bild am Sonntag in 1986, editor-in-chief of Berlin's BZ in 1991, and editor-in-chief of Bild, the largest-circulation daily newspaper in Europe, in 1992. In 1996, he also became publisher of Bild and Bildwoche. From 1998 to 2000, he acted as Vice-Chairman of the Management Board of Hamburg-based Axel Springer Verlag AG, before taking over the Information, News and Political Programs management segment of ProSiebenSat.1 Media AG in 2000. Following the departure of Claus Larass, his former management segment is to be dissolved. The Executive Board of the largest German television corporation will comprise just four members in the future. Alongside Chairman and Chief Executive Officer Urs Rohner, the Board will include Lothar Lanz (Chief Financial Officer), Guillaume de Posch (Chief Operating Officer), and Jurgen Doetz (Media Policy). The management of news channel N24, which was led by Claus Larass, is to be recast. ***** The ProSiebenSat.1 Group boosted its operating income significantly in the third quarter of fiscal 2003. EBITDA at the Group level improved EUR31.8 million from the same quarter last year, from -EUR11.8 million to EUR20 million. Group revenues were up 3% from July to September, to EUR362.7 million. Thus, Germany's largest television corporation showed rising revenue during the quarter for the first time since fiscal 2000. Group pre-tax income improved from -EUR53.6 million to -EUR8.8 million, while the consolidated loss narrowed from -EUR49.3 million to -EUR6.9 million. CONTACT: PROSIEBENSAT.1 MEDIA AG Dr. Torsten Rossmann Medienallee 7 D-85774 Unterfohring Phone: +49 [89] 95 07 - 11 80 Fax: +49 [89] 95 07 - 11 84 E-mail: Torsten.Rossmann@ProSiebenSat1.com WESTLB AG: Accused of Helping Enron Tinker with Debt Figures ------------------------------------------------------------ U.S. bank J.P. Morgan and a bank-sponsored offshore entity, Mahonia Ltd., are trying to dig out WestLB's past relation with bankrupt Enron Corporation to help them win a claim against the German bank. The parties lodged the case in an English court after WestLB refused to honor the US$165 million guarantee it made on a gas delivery contract between Enron and Mahonia. The German bank claims said they would have refused to back the transaction if they had known the deal was actually a disguised loan from J.P. Morgan to Enron. J.P. Morgan contends WestLB's claim of innocence saying it has evidence that WestLB's New York Structured Finance Group "was a strong proponent of structured finance transactions, including transactions specifically with Enron." WestLB dismissed J.P. Morgan's allegation as a mere "fishing expedition." The claim, made in New York, according to court papers filed in London, is based mainly on an anonymous letter sent to the German bank's former chief executive, Friedel Neuber, in mid-2002. The letter reportedly said John Ryan, a WestLB managing director in the Structured Finance Group, knows about the transaction with Enron. He was mentioned in a letter as "a major developer of accounting-driven financing structures to enable Enron to boost reported earnings and reduce reported levels of corporate debt." ========= I T A L Y ========= CIRIO FINAZIARIA: Capitalia Investigated over Bond Sale ------------------------------------------------------- Judiciary authorities searched the office and home of Cesare Geronzi, the chairman of Capitalia, in relation to the probe on the sale of Cirio bonds by the Italian bank, according to the Financial Times. Capitalia is a creditor of the bankrupt food group, and the investigation focuses on whether it sold off Cirio bonds to protect its own loans, knowing the unrated, high-yielding bonds would soon default. Several other lenders are being accused by consumer groups of selling the bonds to retail customers. An estimated 35,000 Italians are thought to have been talked into buying most of the EUR1.1 billion (US$1.3 billion) in bonds that Cirio issued in recent years. They are also under investigation for possibly not giving proper advice to retail clients when they sold bonds intended for institutional investors. Capitalia reiterated in a statement the "complete lawfulness" of its actions. It also said it has provided all requested documentation relating to the Cirio trial. ===================== S W I T Z E R L A N D ===================== ABB LTD.: Announces Availability of Offer Prospectus ---------------------------------------------------- The Prospectus dated November 21, 2003, relating to the Offering of 840'006'602 Shares of ABB Ltd. is available to the public for inspection at the Document Viewing Facility of the United Kingdom Listing. Authority at 25 The North Colonnade, Canary Wharf, London E14 5HS. ***** ABB shareholders approved last month a share capital increase expected to raise about US$2.5 billion, at an extraordinary general meeting held in Zurich. ABB now plans to issue and list 840 million new shares, at an offer price of CHF4 per share on the SWX, Stockholm, London and Frankfurt stock exchanges. The share capital increase is the key part of a three-component capital-strengthening program announced by ABB on October 28, 2003. As part of the plan, ABB recently signed a three-year US$1 billion credit facility agreement with a group of banks, and successfully sold EUR650 million bonds. =========================== U N I T E D K I N G D O M =========================== AMP LIMITED: Subscription to Rights Offer May Fall Short -------------------------------------------------------- Financial services group AMP Limited's AU$1.2 billion rights offer could be under-subscribed, AFX News said, citing the Australian Financial Review. The fund-raising exercise could be AU$400-600 million short of expectations. But it is likely to attract more retail investors than its share purchase plan earlier this year, the report said. AMP is offering shareholders (as of October 28, 2003) the chance to pay 77c per every share they own, for the right to participate in a rights issue of new shares to raise up to AU$1.2 billion. The issue will be used to redeem AMP's reset preference shares, holders of which will be able to swap into ordinary shares. BALTIMORE TECHNOLOGIES: Might Decide on Liquidation Next Year ------------------------------------------------------------- Baltimore Technologies plc posted this letter to all Baltimore shareholders: Dear Shareholder, Following last Friday's Extraordinary General Meeting I am keen to update you on the progress with your company. At the EGM shareholders approved the sale of the PKI business, Baltimore's last remaining operating business. I am pleased to let you know that the sale was completed on Tuesday, December 2. In addition, reflecting the slimmed-down nature of the Company, the number of board members has been reduced from seven to five and I have been appointed as Executive Chairman. I am also pleased to confirm that Andrew Hunt has joined the Board as of December 4, 2003 and will replace John Cunningham as Senior Independent Non Executive Director on January 1, 2004. Andrew brings a wealth of relevant management experience to this key role and will ensure that shareholders' interests continue to be represented strongly. The sale of the PKI business is a turning point in Baltimore's development. As I'm sure you are well aware, the last few years have been extremely difficult for your company. Indeed, when I was invited to become Chief Executive Officer in October 2001 to address the financial crisis facing the company, Baltimore was at that time incurring an average monthly loss before interest, tax, depreciation, amortization and exceptional items of GBP5.9 million, with only GBP21 million of cash in December 2001. This situation was clearly unsustainable and, as part of our strategy to preserve value for shareholders, some hard decisions and tough action had to be taken. Recognizing that Baltimore lacked the scale to compete profitably, this has ultimately resulted in the sale of the operating businesses. However, through this process, the Board has: (a) Generated cash of GBP41million as a result of eight disposals during 20 months (b) Reduced average monthly operational losses by GBP5.5 million, as at the end of June 2003 (c) Reduced annual operational losses by 76.5%, or GBP54 million, from 2001 to 2002 Next steps Looking ahead, the Board remains committed to maximizing value for Shareholders. There are basically two broad options available: (a) Returning cash to shareholders by liquidating the company, or; (b) Investing in another business through acquisition. In either case, the complex legacy of Baltimore's remaining global legal, tax and property liabilities need to be resolved first. However, the Board is extremely well equipped in terms of knowledge and expertise to address all outstanding legacy issues and to realize the value of our remaining non-cash assets. We are currently working hard to achieve this and I expect the process to take until June next year. I therefore want to reassure you that, in parallel, the Board is also proactively evaluating business acquisition opportunities. We expect to be in a position, by the time of our next full year's financial results announcement in March 2004, to make a recommendation to shareholders as to the best option to take. Baltimore is your company and any recommendation by the Board related to either liquidation or an acquisition will be subject to shareholders' approval. Finally, we are aware that there are many shareholders with a small number of shares who may wish to sell but are dissuaded from doing so by share dealing costs. We are therefore reviewing ways in which these shareholders can realize small shareholdings in a cost effective manner. I intend to keep you updated on progress on this and in general in due course. In the meantime, may I convey my best wishes for the holiday season and for a successful 2004. Yours sincerely, Bijan Khezri Executive Chairman About Baltimore Technologies Following the completion of the disposal of Baltimore Technologies' core PKI authentication business on December 2, 2003 the continuing Group's assets consist primarily of cash, the Company's residual hardware and software support businesses and a range of property interests. CONTACT: SMITHFIELD Phone: 020 7360 4900 Andrew Hey Nick Bastin Will Swan Home Page: http://www.baltimore.com BRITISH ENERGY: Investors to Decide on AmerGen Disposal Dec. 22 --------------------------------------------------------------- Further to British Energy's announcement on October 10, 2003 in relation to the proposed disposal of its interest in AmerGen Energy Company, LLC to Exelon Generation Company, LLC, the Company announces that it has posted a circular to its shareholders convening an extraordinary general meeting to seek approval for the Disposal, which will be held on December 22, 2003 at the Sheraton Grand Hotel, 1 Festival Square, Edinburgh EH3 9SR commencing at 11.00 a.m. Disposal At closing, British Energy expects to receive approximately US$277 million from Exelon in cash subject, amongst other things, to any post-closing adjustments relating to working capital levels, unspent nuclear fuel, inventory, capital expenditures and low-level waste disposal costs at the time of closing. Potential delisting In view of the size of the Disposal in relation to the British Energy group of companies, shareholder approval will be required whilst the Company maintains a listing for its ordinary shares on the Official List of the UKLA. The Company is endeavoring to satisfy the other conditions to the Disposal as soon as possible. Closing is expected to occur sometime between the end of December 2003 and March 31, 2004. The proposed Disposal is a key element of the proposed restructuring of the Group which was agreed with certain of the Group's creditors and with the Secretary of State for Trade and Industry on October 1, 2003 (the Proposed Restructuring). The Proposed Restructuring involves, amongst other things, the compromise of certain of the Group's debts and the assumption by the Nuclear Generation Decommissioning Fund Limited, to be renamed the Nuclear Liabilities Fund Limited and the Secretary of State of financial responsibility for funding certain nuclear liabilities and decommissioning costs. The importance of the Disposal to the Group in the context of the Proposed Restructuring is such that if ordinary shareholders do not vote in favor of the Disposal, then in order to try and secure the financial stability of the Company, the board of the Company has decided that it will delist the Company's shares from the Official List of the UKLA and cease trading on the London Stock Exchange in order to proceed with the Disposal (subject to the other conditions) without the approval of shareholders (which upon delisting will cease to be required). This decision has been taken reluctantly by the Board and reflects the Board's belief that the Disposal is a critical part of a successful restructuring of the Group. The Board has taken this step because it believes that in light of the short-term pressures on liquidity which the Company is currently facing, it is in the interests of the Company to expedite the closing of the Disposal in order to access the sale proceeds as soon as possible. The Board also believes it is necessary to minimize the period during which the Group is exposed to the risk of further unplanned outages or other events which may add to short term liquidity pressures, pending receipt of the Disposal proceeds. Accordingly, should shareholders not vote in favor of the Disposal, it is the Board's intention to cancel the listing of its ordinary shares and A shares (together, the 'British Energy Shares') on the Official List of the UKLA, as a result of which the British Energy Shares will cease to be traded on the London Stock Exchange. In this event, it is expected that delisting would take effect at 8.00 a.m. on January 7, 2004 and the last day for dealings in British Energy Shares would be January 6, 2004. In accordance with the articles of association of the Company, the Company's A shares will not carry any rights to attend or vote at the extraordinary general meeting on December 22, 2003. Holders of A shares (whether or not they also own ordinary shares) in the capital of the Company have nonetheless been sent a copy of the circular concerning the Disposal in order to notify them of the Company's intention to delist the British Energy Shares from the Official List of the UKLA and to cease trading on the London Stock Exchange if the Disposal is not approved by the holders of ordinary shares. Use of proceeds of Disposal and liquidity As previously announced, the Company has recently agreed, subject to formal documentation, a temporary increase in the amount of the facility extended to the Company by the Secretary of State from GBP200 million to GBP275 million. The temporary increase in the Government Facility will only be available until the earlier of receipt by the Company of the proceeds of the Disposal and February 22, 2004. The proceeds of the Disposal, net of transaction costs and break fees, are expected in the first instance to be used to repay outstanding sums under the Government Facility and any remainder will be retained for working capital purposes and for funding the Group's collateral requirements. The receipt of the Disposal proceeds will therefore significantly increase the Group's financial flexibility. The Board is exploring initiatives to reduce the demand for trading collateral and to achieve sufficient liquid resources to implement the Proposed Restructuring, including investigating the availability of third party financing. However, the Proposed Restructuring and therefore, the working capital available to the Group, remains subject to a large number of significant uncertainties and important conditions (which were outlined in the Company's announcement on October 1, 2003). CONTACT: BRITISH ENERGY Paul Heward Phone: 01355 262201 FINANCIAL DYNAMICS Andrew Dowler Phone: 020 7831 3113 CANARY WHARF: Sells Two Leasehold Properties for GBP1 Billion ------------------------------------------------------------- Introduction The Board of Canary Wharf Group plc announces that it has agreed the terms of the sale of two leasehold properties situated at 5 Canada Square and at 25 Canada Square to wholly-owned subsidiaries of The Royal Bank of Scotland plc for consideration of GBP1,112 million payable in cash upon completion. The Independent Committee has received a series of approaches from parties interested in acquiring the Company culminating in the recommended offer by the consortium led by MSREF and Simon Glick (the Consortium) which was announced Friday. The Offer will be conditional, inter alia, on completion of the Disposals. The Disposals can still be completed even if the Offer is not successful. Since Canary Wharf is in an offer period for the purposes of the City Code on Takeovers and Mergers, the Disposals are conditional upon the approval of Canary Wharf shareholders under Rule 21 of the City Code. The Properties Details of the Properties to be sold are: PROPERTY PRINCIPAL NIA(1) MV(2) RENT(3) TENANT (SQ FT) (GBPM) (GBPM) 25 Canada Square Citigroup 1,223,474 690 44.9 5 Canada Square Credit Suisse 515,080 327 19.7 First Boston Total 1,738,554 1,017 64.6 (1) Net internal area (2) Market value as at June 30, 2003 (3) Net annual rents receivable The market value of the properties stated above excludes any value for capital allowances available to purchasers. Benefits of the Disposals for Canary Wharf The benefits of the Disposals for the Company on a standalone basis includes: (a) the sale price is attractive given current market conditions; (b) as shown in the appendix to this announcement, the Disposals are expected to increase Canary Wharf's net assets by approximately GBP8.0 million, Adjusted NAV by approximately GBP32.1 million, and NNNAV by approximately GBP71.1 million, although Canary Wharf's Adjusted NNNAV is expected to be reduced by approximately GBP96.5 million; (c) the cash proceeds from the Disposals are expected initially to generate approximately GBP225.2 million of additional liquidity for Canary Wharf (excluding the potential release of the GBP50 million Coverage Reserve established at the time of the securitization tap issue in October 2002); (d) following the associated debt repayment, NAV gearing will fall from approximately 183% as at June 30, 2003 to approximately 128% on a pro forma basis, with reduced amortization payable by Canary Wharf Finance II plc. Conditions The Disposals are conditional on the approval of Canary Wharf's shareholders on or before December 29, 2003. In addition, completion of the Disposals is conditional on Canary Wharf procuring the release of the Properties from certain security arrangements to which they are currently subject. RBS may terminate if completion does not occur on or before December 31, 2003 or if the Properties are substantially damaged before completion. Extraordinary General Meeting An extraordinary general meeting of Canary Wharf shareholders to consider an ordinary resolution to approve the Disposals will be convened for Monday December 22, 2003. A circular to shareholders and notice convening that meeting was dispatched Friday. Recommendation The Independent Directors, having been so advised by Lazard and Cazenove, believe that the Disposals are in the best interests of the Company and its shareholders taken as a whole. In providing advice to the Independent Directors, Lazard and Cazenove have taken into account the Directors' commercial assessments. The Independent Directors unanimously recommend that you vote in favor of the resolution to approve the Disposals at the Extraordinary General Meeting, as they intend to do in respect of their own beneficial shareholdings. CONTACT: LAZARD Phone: +44 20 7187 2000 William Rucker Maxwell James CAZENOVE Phone: +44 20 7588 2828 Duncan Hunter Richard Cotton BRUNSWICK Phone: +44 20 7404 5959 James Bradley Fiona Laffan CANARY WHARF: Recommends Morgan Stanley's GBP1.56 Billion Offer --------------------------------------------------------------- Silvestor U.K. Properties Limited and the Independent Committee of Canary Wharf announce that they have reached agreement on the terms of a recommended acquisition of Canary Wharf by Silvestor at a price of 265 pence per Canary Wharf Share (the 'Acquisition'). The terms of the Acquisition enable all Canary Wharf Shareholders to receive 265 pence per Canary Wharf Share in cash. Alternatively, Canary Wharf Shareholders have the opportunity to participate in the long-term potential of Canary Wharf by choosing to receive consideration in the form of AIM listed Class B Shares in Silvestor's parent company, Silvestor Holdings Limited. For each Canary Wharf Share, a shareholder will be entitled to at least 45 pence of Class B Shares, with the possibility of increasing that equity element through a mix and match facility. The Acquisition values the existing issued share capital of the Company at approximately GBP1.56 billion, and implies an enterprise value for the Company of approximately GBP5.23 billion including net debt of approximately GBP3.68 billion as at June 30, 2003. The Offer represents: (a) a premium of approximately 2% to the Adjusted Triple Net Asset Value of approximately 261 pence per Canary Wharf Share as at June 30, 2003 (as set out in Appendix II); (b) a premium of approximately 68% to the Canary Wharf Share price prior to the beginning of speculation surrounding a potential offer for the Company; and (c) a premium of approximately 47% to the Canary Wharf Share price prior to the Company's announcement that it had received a number of approaches in relation to a possible offer. (d) Silvestor is a wholly-owned subsidiary of Silvestor Holdings, whose shareholders include MSREF, the Glick Entities, Whitehall 2001 Funds, Morgan Stanley Real Estate Special Situations Fund II and Princes Gate Investors (together, the Consortium). The Glick Entities, who are, in aggregate, interested in approximately 14.5% of the issued share capital of Canary Wharf, will exchange their entire holding of Canary Wharf Shares for SG Shares in Silvestor Holdings. (e) It is intended that, other than in relation to the Canary Wharf Shares held by the Glick Entities, the Acquisition be implemented by way of a scheme of arrangement under section 425 of the Companies Act. It is expected that the Scheme Document will be posted in early January 2004 and that the Scheme will become effective by late February 2004, subject to the satisfaction of all relevant conditions. (f) Companies held by a trust for the benefit of HRH Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud and his family, that are, in aggregate, interested in approximately 2.3% of the issued share capital of Canary Wharf, have committed to vote in favor of the Acquisition and to elect to receive Class B Shares in respect their entire holding of Canary Wharf Shares. In addition, irrevocable undertakings to vote in favor of the Acquisition have been received from George Iacobescu, Peter Anderson and members of the Independent Committee, in respect of 3,954,719 Canary Wharf Shares in aggregate, representing approximately 0.7% of the existing issued share capital of the Company. (g) In aggregate, Silvestor has received irrevocable undertakings to vote in favor of the Acquisition, or has received commitments to elect to receive Class B Shares in respect of, 17,242,719 Canary Wharf Shares, representing approximately 2.9% of the issued share capital of the Company. (h) The Independent Committee, having been so advised by Cazenove and Lazard, unanimously recommends Canary Wharf Shareholders to vote in favor of the Acquisition, as they intend to do in respect of their own beneficial shareholdings. In providing advice to the Independent Committee, Cazenove and Lazard have taken into account the commercial assessments of the Independent Committee. Commenting on the Acquisition, Stephane Theuriau, a Director of Silvestor, said: "This offer gives Canary Wharf Shareholders the choice of accepting cash at a premium of 68% to the pre-bid speculation price, or alternatively, the opportunity to participate in private equity returns whilst retaining liquidity through an AIM listing." This summary should be read in conjunction with the full text of the following announcement. Appendix IV to the following announcement contains definitions of certain terms used in this summary and the following announcement. To view full copy of offer: http://bankrupt.com/misc/CanaryWharf_Offer.htm CONTACT: MORGAN STANLEY Phone: +44 20 7425 5000 (Financial adviser to Silvestor, Silvestor Holdings, MSREF, Morgan Stanley Real Estate Special Situations Fund II and Princes Gate Investors) Mark Warham Brian Magnus ROTHSCHILD Phone: +44 20 7280 5000 (Financial adviser to Silvestor, Silvestor Holdings and Simon Glick) Alex Midgen Ben Davey TULCHAN COMMUNICATIONS Phone: +44 20 7353 4200 (Public relations adviser to Silvestor) Andrew Grant SMITHFIELD FINANCIAL Phone: +44 20 7360 4900 (Public relations adviser to Simon Glick) John Antcliffe LAZARD Phone: +44 20 7187 2000 (Financial adviser to the Independent Committee of Canary Wharf) William Rucker Maxwell James CAZENOVE Phone: +44 20 7588 2828 (Financial adviser to the Independent Committee of Canary Wharf and broker to Canary Wharf) Duncan Hunter Richard Cotton BRUNSWICK Phone: +44 20 7404 5959 (Public relations adviser to Canary Wharf) James Bradley Fiona Laffan CANARY WHARF: Reichmann Plans to Top Morgan Stanley Bid ------------------------------------------------------- The founder of Canary Wharf Group is set to challenge Morgan Stanley's GBP1.56 billion-bid for the company, according to Bloomberg News. Paul Reichmann "believes the consortium he is forming will be making the highest bid," spokesman Lord Bell said in an interview. The 7.7% owner of Canary Wharf stepped down as chairman last month to pursue an offer. The statement came after Silvester U.K. Properties, offered 265p-a-share for the group in behalf of Morgan Stanley last week. The bid is backed by Prince Alwaleed and Canary Wharf's management, including Chief Executive George Iacobescu, the company said. But it is believed the transaction could still stall. "It's not a done deal," said Richard Peirson, who helps manage $5 billion in stocks including Canary Wharf at Framlington Investment Management in London. Morgan Stanley needs at least 75% acceptance for its offer to succeed under U.K. takeover rules, and it still has to raise funds for the acquisition. Meanwhile, shareholder Brascan Corporation was not to be left out in the battle. The company is also trying to put together an offer itself. Toronto-based firm, which owns about 9% of Canary Wharf, said it has backing for its bid from Franklin Resources Inc.'s Mutual Advisors LLC unit, which owns 6.8% of Canary Wharf, and Swiss bank UBS AG, which has 1.8%. Last week, the Financial Times said Brascan had upped its thwarted 252 pence a share offer to 255. CORUS GROUP: Shareholders Approve Placing and Open Offer -------------------------------------------------------- The Board of Corus announces that, at the Extraordinary General Meeting held Friday, the Resolutions which were set out in the Notice of Extraordinary General Meeting included in the prospectus in relation to the Placing and Open Offer dated November 12, 2003 were duly passed. The New Ordinary Shares to be issued under the Placing and Open Offer will be credited as fully paid and will rank pari passu with the New Ordinary Shares arising on the sub-division of the Existing Ordinary Shares in all respects. The Placing and Open Offer remains conditional upon, inter alia, admission of the New Ordinary Shares to the Official List of the U.K. Listing Authority and to trading on the London Stock Exchange's market for listed securities and to the Official Segment of the stock market of Euronext Amsterdam N.V. and application has been made for these admissions. It is expected that these admissions will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. (London time) on the London Stock Exchange and at 9.00 a.m. (Amsterdam time) on Euronext Amsterdam on December 8, 2003. Cazenove & Co. Ltd and Lazard & Co., Limited acted as Joint Sponsors, Joint Financial Advisers, Joint Underwriters and Joint Brokers in relation to the Placing and Open Offer. Hoare Govett Limited, a subsidiary of ABN AMRO Bank N.V., acted as Joint Broker. CONTACT: CORUS GROUP PLC Investor Relations Phone: +44 (0)20 7717 4501/503/504 DE ROMA: Throws in Towel Due to Trading Difficulties ---------------------------------------------------- De Roma Ice Cream, one of U.K.'s biggest commercial ice cream makers, has gone into administration after failing to overcome difficult trading conditions. Ananova news agency said directors of the Wigan-based firm called in administrators Ernst & Young, simultaneously making redundant 55 employees. One of the country's largest manufacturers and suppliers of own label multi-pack ice cream for supermarkets, the company has a GB21 million turnover and just over 200 staff. According to Ernst & Young, the 80-year-old group suffered cash problems despite the warm summer. Stabilizing the business would be the administrators' initial priority, aiming to continue trading the company while carrying out a review. Mr. Allport said: "We are currently investigating expressions of interest from a number of parties with a view to securing a refinancing of the business or a sale as a going concern." ELDRIDGE POPE: Full-year Profit Down Due to 'Intense Competition' ----------------------------------------------------------------- Chairman's Statement In a difficult year for Eldridge Pope and pub retailers generally, profits have fallen with the downturn in trade in the high street. Our town-center bars business, Toad, has met with continuing intense competition. During the year, Eldridge Pope received a number of opportunistic approaches from other companies. Your directors investigated and then reviewed these in detail, but were not able to recommend a proposal to shareholders as representing fair value of Eldridge Pope. At the end of June this year, a new executive team took over the running of the Company. Susan Barratt replaced Michael Johnson as Chief Executive, James Eyre was made Director of Operations, and Chris Pedder was promoted to Finance Director. The new team has placed the emphasis on improving the trading performance of the existing outlets, with a clear concentration on the traditional skills and core competencies of our business. This is not the time for complex strategies and new initiatives. The successful implementation of the 'back to basics' strategy requires hard work and a focus on the basics of good pub management; the right managers in the right sites, high standards in every outlet and a superb offer and service for the customer. Management has responded well and constructively to the renewed focus on what they do best. The 'back to basics' review identified a number of sites where the Board judged it better to sell rather than invest further. This led to the exchange of contracts for the sale of 24 outlets which together with the proceeds from the sale of the Dorchester site have reduced borrowings from GBP52.8 million to GBP41.8 million at the year end, with a further GBP3.6million to come. This leaves us with a more balanced business operating in four trading formats: Pubs, Inns, Bars and Tenancies. After a careful review of asset values, impairment charges and provisions totaling GBP14.5million have been taken in these accounts. Post this review net assets stand at GBP60.3 million, or 243p per share (2002: 290p). Current trading is beginning to show the benefits of our 'back to basics' strategy. We still have a long way to go, particularly in Bars where trading remains difficult, but we are confident that we now have the correct strategy to restore shareholder value. The Board is recommending a final dividend in line with 2002 of 8.28p per share for the full year, which will be paid out of trading cash flow. I must pay tribute to my predecessor, Christopher Pope, who stood down as Chairman due to ill health in September. Christopher has spent his entire working life with the company, as Chief Executive from 1974 and then Chairman, and his commitment to the Company has been unwavering. He remains on the Board where his experience and advice will always be welcome. Robert Colvill CHAIRMAN December 2003 Chief Executive's Statement Review of 2002/03 The year ended October 4, 2003 has been difficult, but since we announced the 'back to basics' strategy at the end of June, progress has been made to restore confidence and improve trading performance. PBET for the year was GBP3.5 million (2002: GBP6.4 million) and EBITDA before exceptionals was GBP12.3million (2002 GBP14.2 million). These results reflected our previous over-investment in town centers and bars, an inappropriate focus on the research and development of new concepts, and in particular, insufficient focus on the basics of pub retailing. The Company is now solely focused on improving the performance of its existing portfolio. This plan has four key tenets: (a) Generating cash and reducing debt through the sale of subscale and unprofitable sites and non-core assets -- net debt has reduced to GBP41.8 million (2002: GBP52.8 million); (b) Improving the effectiveness of capital expenditure - a reduced spend of GBP3.2 million (2003: GBP8.6million, 2002: GBP13.6million) is planned for 2004 focused on the current estate and designed to drive revenues; (c) Simplifying the business and reducing complexity to focus on Pubs, Inns, Bars and Tenancies; (d) Emphasizing local solutions for local markets -- we have given line management the freedom to implement local solutions appropriate to their customer base; Through the targeted disposal of certain non-core properties for GBP14.6 million we have made significant progress in reducing the debt to more manageable levels. The loss on disposal was provided at the half year. Disposal activity during the year includes: (a) The Dorchester brewery site and Eldridge Pope's share of Thomas Hardy Packaging and Thomas Hardy Brewing for a consideration of GBP8.75 million (profit on disposal: GBP0.7 million); (b) 18 sites for a consideration of GBP3.9 million (loss on disposal GBP1.6 million), with contracts exchanged in September 2003 and completion due by January 31, 2004; (c) 2 Toad leasehold units for nil consideration (loss on disposal GBP1.7 million), exchanged in September 2003 and completed in November 2003; and (d) A further 4 subscale or leasehold sites sold for GBP1.9 million (a profit of GBP0.1 million) The 24 units sold made losses of GBP0.6 million in the year ended October 4, 2003, with rents payable of GBP0.8 million per annum. In addition to those noted above, the Company is actively disposing of a further five leasehold sites. The anticipated loss on these disposals was also provided for at the half year. Financial Turnover for the year ended October 4, 2003 grew by 1.3%, although uninvested like for like sales for the whole business were down by 7.0% for the full year. PBET fell from GBP6.4 million to GBP3.5 million, as a result of: (a) An increase in depreciation of GBP1.3 million (resulting from higher capital spend in recent years); (b) A drop in contribution of GBP0.5 million following the sale of the brewery site and the share in the associate, Thomas Hardy Packaging. The contribution in the 6 months up to the sale on April 2, 2003 was GBP0.4 million; (c) A trading shortfall of GBP1 million, after a contribution of GBP0.45 million from the 53rd week. The shortfall was principally caused by reduced sales in the like for like estate and increased labor and establishment costs. Overall gross margin was maintained at 2002 levels with drink margin marginally below and food margin marginally above 2002 levels. Operating cash flow fell by GBP2.2 million to GBP11 million with free cash flow after interest, tax and dividends of GBP5.4 million (2002 GBP5.3 million). Net debt at the year-end was GBP41.8 million (2002 GBP52.8 million). Debt will be reduced further when the Company receives the full consideration (a further GBP3.6 million) from the sale of 18 pubs for which contracts were exchanged before the year-end, with completion due in January 2004. Controls over capital expenditure have been tightened, and the 2004 budget of GBP3.2 million is focused on the core business. There is no planned acquisition pipeline. Following an impairment review of the carrying value of all our properties, a charge of GBP5.0 million has been taken for the full year, GBP1.2 million of which was declared at the half year. A provision for losses on disposal of GBP9.5 million was also taken at the half year. The impairment charge largely relates to leasehold assets. The freehold assets (68% of the estate) have not been revalued since 1998. The pension fund deficit net of deferred tax on an FRS17 basis, was GBP9.3 million based on actuarial figures at the year-end. The deficit reflects changed assumptions on mortality, the impact of early retirements and the movement in both equity and bond markets. Eldridge Pope will increase its contributions to the fund by GBP0.8million from 2004. Review of Operations The year on year uninvested like for like sales, are shown below by trading format: Full Year 1st half 2nd half 8 weeks trading To 4 October to 29 November 2003 2003 Pubs - 7.2% - 9.9% - 4.0% +6.4% Inns - 3.2% - 6.3% - 0.8% -1.8% Bars -15.7% -14.0% -16.5% -9.3% Tenancies +2.3% +3.8% +1.3% +2.9% During the year, we put in place a new operational management team to implement our strategy. The individuals within the team each bring management skills appropriate to the different characteristics of our four trading formats. Pubs The focus is on local management, being integral to the community and encouraging the custom of local sports teams. The geography of these pubs is tight and local knowledge of the customer base and competition is a vital ingredient for success. Eldridge Pope has a strong history in running these pubs profitably. A focus on day-to-day management, with strong central support for training and product, is showing very positive signs as we start 2004. Our 2003 developments are producing returns in excess of 20%, and we have four further developments planned for 2004. Inns The Inns business consists of 37 units with an income split 40:40:20 between drinks, food and accommodation. The focus here is on ensuring that managers identify with their customer base, that standards are second to none and that the food offer meets customer's needs in each individual outlet. Local food solutions for local tastes are supported by central procurement. A dish selector has been created enabling Inns to select properly costed dishes to suit their local needs. The marketing of accommodation is focused on the unique appeal of each site, and we are working, among others with local and national tourist boards to market these properties more effectively. Bars The Bars business consists of 33 units, 23 of which are Toads, of which 5 are being marketed for sale. This continues to be a tough market, requiring detailed and intense management on a site-by-site basis. We have analyzed our Toad outlets to better understand the changing needs and behaviors of our customers, and to ensure that we update our offer in order to stay at the forefront of the market. To achieve this we are recruiting and training managers who can adapt each unit to suit the local customer base. Early week trade continues to be tough and we have identified specific characteristics of our customers to drive revenues. Additionally, the menus in all sites were changed in Autumn 2003 to increase the daytime trade and the initial signs are positive. The drinks range has been revised to raise both volume and margin with targeted promotional activity. Our operations team are working with external promoters to develop our early week trade. The key aim is to offer unique, relevant and exciting entertainment in each site. Tenancies The ongoing Tenanted estate has 43 outlets. Tenancies continue to make significant cash contributions to Eldridge Pope. Our average income per site for the ongoing estate in 2003 was over GBP45,000. The terms of agreements vary from 3 to 7 years with one 21-year term. We are reviewing our tenancy agreements in detail, to ensure that they give sufficient incentive for the tenant to invest in the property through personal drive and commitment, ultimately creating growth for both tenant and company. The relationship between Eldridge Pope and its tenants is strong with only four changes in 2003, the approach being one of partnership and support, which is rewarding for both parties. People standards and customer offer Across all trading formats, management is improving performance by focusing on people, standards and the customer offer: People We have undertaken a house-by-house review of our pub managers to ensure that each management appointment complements the profile of the pub and that individuals have the experience and confidence to manage the business to meet local market needs. Standards We have recruited an additional training manager and have launched 'The Great Service Challenge' initiative with a focus on motivating the front line teams to deliver standards and service to exceed customer expectations every day. Customer Offer We have given our outlets the tools to draw up a detailed marketing plan specifically for their units, using a selection of well thought through promotions and entertainment options driven from the center, to generate sales, maximize margin and minimize cost. Outlook For the 8 weeks to 29 November 2003 the uninvested like for like performance of the Pubs was +6.4%; Inns -1.8%; Bars -9.3%; and Tenancies +2.9%. Total group like for like sales during this period were -3.0%. In 2003/04 we will be absorbing higher pension costs, changes in licensing law, the lost income from the brewery site and the absence of the benefit of the 53rd week. Against this we can put lower costs (GBP0.6 million reduction in central labor costs) and the benefit of the sale of loss making sites. Due to these factors it is unlikely that the timing of the recovery will show in the first half results, but the Board is confident that it has adopted the correct strategy and has taken the urgent and decisive steps necessary to restore value to shareholders. Susan Barratt CHIEF EXECUTIVE To view financials: http://bankrupt.com/misc/Eldridge_Pope_Financials.htm LEEDS UNITED: Could be Forced to Sell Key Players Next Year ----------------------------------------------------------- Striker Alan Smith admitted the uncertainty of his future at Leeds United as the Yorkshire club totters towards the brink of administration. "For the foreseeable future I'm a Leeds United player -- but how long I'll be a Leeds United player for is probably totally out of my hands," Mr. Smith told BBC One's Football Focus. The club saddled with GBP78 million in debt could resort to selling players for cut-prices fees in January to escape going under, observers say. Mr. Smith said there are rumors about a takeover, and of administration, but the players cannot determine what the course the club is taking. He just have to hope it could recover, for the meantime, he'll continue to give the best that he can in his games. The future of Leeds United was put in question after it failed to agree on a rescue with lenders, prompting it to shelve plans for fresh equity injection. Sheikh Abdul Rahman Bin Mubarak Al Khalifa is rumored to be interested in buying the loss-making club, but Leeds United said last week it did not received an offer yet. Leeds United reported annual losses for an English premier club of just under GBP50 million in October. MYTRAVEL GROUP: Chief Executive Duncan Wilson Steps Down -------------------------------------------------------- MyTravel Group plc announces that Duncan Wilson has resigned from the board and as chief executive, MyTravel U.K. and Ireland, with immediate effect. Philip Jansen, MyTravel Group's Chief Operating Officer, will take direct charge of MyTravel's businesses in the U.K. and Ireland. Duncan Wilson will continue to be employed by the company for a period, reporting to Peter McHugh, chief executive. In this role he will help ensure an effective management transition and provide expertise to the tour operating and travel agency distribution businesses. MyTravel Group Chairman Eric Sanderson said: 'Duncan joined the board in January 2002 and has seen MyTravel in the U.K. through a particularly difficult time. Having begun the process of restructuring the U.K. charter and distribution business, Duncan feels his current role has come to a natural conclusion and the board accepts that it is the appropriate time for him to move on. We are grateful to Duncan for the contribution he has made to the Group in extremely tough conditions.' MyTravel Group chief executive Peter McHugh said: 'I am pleased that in Duncan's new position we will continue to be able to draw on his long experience of the travel industry. Philip Jansen has a pivotal role to play in the turnaround of MyTravel and it is appropriate that he should have 'hands on' control of the core U.K. business.' CONTACT: BRUNSWICK Phone: 020 7404 5959 Fiona Antcliffe Sophie Fitton ROOM SERVICE: Watchdog Opens Full-blown Probe into Short-selling ---------------------------------------------------------------- The Financial Services Authority has turned its preliminary investigation into a full enforcement inquiry over the involvement of stockbroker Evolution Beeson Gregory in the short-selling of Room Service shares, according to The Telegraph. Investors claim market makers such as Evolution Beeson Gregory sold about two-thirds more shares than the company had issued on the market after a planned rights issue fell through, leaving many investors at a loss for shares they thought they had. "We only refer it to the enforcement division if we think there is a case to answer," an FSA spokesman said, according to the report. Evolution could face a larger fine if it is proven they have breached FSA rules. Room Service Shareholders' Action Group, are also planning to file legal action for damages against the company. The company has repeatedly declined to comment on the issue, the report said. SAFEWAY PLC: Shareholders Want Higher Offer from Wm Morrison ------------------------------------------------------------ Safeway Plc shareholders are planning to encourage the U.K. supermarket chain to push for a higher bid from William Morrison which made an all-share deal to buy the group in January. Bloomberg News citing a report from the Observer said Anthony Bolton, manager of the Fidelity Special Situations fund, has told the chairman of Britain's fourth-biggest supermarket chain he should demand that WM Morrison increases its GBP2.9 billion all-share deal to GBP3 billion, valuing the stock at 286 pence a share. Investors also want as much as 400 million pounds of the bid to be in cash, the paper said. WM Morrison is set to make a fresh bid for Safeway after the government publishes the undertakings relating to the disposal, which was signed last week. The document could be made public this week. But according to the Financial Times, analysts said Sir Ken Morrison is likely to come back with a lower offer for a slimmed down business. Part of the condition set by the regulator on the transaction was the disposal of 53 Safeway stores. THISTLE HOTELS: Invites Tenders for Up to 30% of Stock ------------------------------------------------------ REG - Notice to holders of Thistle Securities Thistle Hotels Limited (incorporated and registered in England and Wales with registered number 262958) GBP200,000,000 10.75% First Mortgage Debenture Stock 2014 (ISIN: GB0006074016; Common Code: 012352573) (the Stock) NOTICE IS HEREBY GIVEN that, Thistle Hotels Limited has on Friday made a tender invitation to the holders of the Stock listed above to purchase for cash up to 30% of such Stock. The Tender Offer is being made upon the terms and subject to the conditions set out in the Tender Invitation dated December 5, 2003. Copies of the Tender Invitation have been sent to those Stockholders who were named in the relevant register of holders as at 8.00 a.m. on December 3, 2003. Additional copies may be obtained from the Tender Agent listed at the end of this notice. The Tender Agent with respect to the Tender Offer is: Computershare Investor Services PLC Registrar's Department PO Box 859 The Pavilions Bridgwater Road Bristol BS99 1XZ Phone: 0870 702 0100 ***** Brierley Investments Limited took over Thistle Hotels after the latter suffered a protracted downturn in trading caused by factors such as foot-and-mouth disease, the September 11 attacks and the Iraq war. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Shareholders Total Working Equity Assets Capital Ticker (US$MM) (US$MM) (US$MM) ------ ----------- ------ -------- AUSTRIA ------- Libro AG (111) 174 (182) BELGIUM ------- Real Software REAL (110) 216 (10) CZECH REPUBLIC -------------- Ceskomoravska Kolben & Danek Praha Holding (89) 192 (2,186) DENMARK ------- Elite Shipping (28) 101 19 FRANCE ------ Banque Nationale de Paris Guyane (41) 352 N.A. BSN Glasspack (101) 1,151 179 Bull S.A. BULP (760) 893 (130) Compagnie des Machines Bull (116) 136 (20) Compagnie Francaise de l'Afrique Occidentale (65) 256 21 Cofidur S.A. (5) 102 19 Dollfus-Mieg & Co. DOLP (0) 187 28 European Computer System (110) 682 377 Grande Paroisse S.A. (927) 629 330 Pneumatiques Kleber S.A. (34) 480 139 SDR Picardie (135) 413 N.A. Soderag (3) 404 N.A. Sofal S.A. (305) 6,619 N.A. Spie-Batignolles (16) 5,281 75 St Fiacre (FIN) (1) 111 (33) Trouvay Cauvin TRCN (0) 134 10 Usines Chauson (23) 249 35 GERMANY ------- Dortmunder Actien-Brauerei DABG (13) 118 (29) F.A. Guenther & Sohn AG GUSG (8) 111 N.A. Kaufring AG KAUG (19) 151 (51) Nordsee AG (8) 195 (31) Schaltbau AG SLTG (16) 163 20 Vereinigter Baubeschlag-Handel Holding AG VBHG (24) 307 (63) ITALY ----- Banda S.p.A. BND (11) 129 (20) CIRIO FINANZIARI CBDI (422) 1,583 (396) Credito Fondiario e Industriale S.p.A. CRF (200) 4,218 N.A. Lazio S.p.A. (57) 495 (330) NETHERLANDS ----------- Baan Company N.V. BAAN (8) 610 46 NORWAY ------ Pan Fish ASA PAN (117) 806 (259) Petroleum-Geo Services PGO (32) 2,963 (5,250) POLAND ------ Animex S.A. (1) 108 (86) Exbud Skanska S.A. EXBUF (9) 315 (330) Stalexport S.A. (57) 229 (51) SPAIN ----- Altos Hornos de Vizcaya S.A. (116) 1,283 (278) Santana Motor S.A. (46) 223 41 Sniace S.A. (11) 128 (24) Tableros de Fibras S.A. TFI (43) 2,107 125 SWITZERLAND ----------- Kaba Holding AG KABZN (47) 572 278 UNITED KINGDOM -------------- Abbot Mead Vickers (2) 168 (16) Alldays Plc ALD (120) 252 (202) Amey Plc AMY (49) 932 (47) Bonded Coach Holiday Group Plc (6) 188 (44) Blenheim Group (153) 198 (34) Booker Plc BKRUY (60) 1,298 (8) Bradstock Group BDK (2) 269 5 Brent Walker Group (1,774) 867 (1,157) British Energy BGY (5,342) 3,438 229 British Nuclear Fuels Plc (2,627) 36,359 1,948 British Sky Broadcasting BSY (175) 3,347 (144) Compass Group CPG (668) 2,972 (298) Costain Group COST (34) 329 (12) Dawson Holdings DWSN (32) 135 (25) Easynet Group Plc ESY (12) 332 53 Electrical and Music EMI Industries Group (885) 3,053 (435) Euromoney Institutional ERM (119) 173 20 Gallaher Group GLH (543) 5,527 68 Gartland Whalley (11) 145 (8) Global Green Tech Group (156) 408 (18) Heath Lambert Fenchurch Group PLC (10) 4,109 (10) HMV Group PLC HMV (211) 762 (66) Imperial Tobacco Group ITY (117) 10,083 (190) Intertek Testing Services ITRK (134) 425 67 IPC Media Ltd. (685) 254 16 Lambert Fenchurch Group (1) 1,827 3 Lattice Group (1,290) 12,410 (1,228) Misys PLC MSY (161) 949 41 Orange PLC ORNGF (594) 2,902 7 Regus PLC RGU (46) 367 (60) Rentokil Initial Plc RTO (1,130) 2,809 (37) Saatchi & Saatchi SSI (119) 705 (41) Seton Healthcare (11) 157 0 Viatel Holding (Bermuda) Limited (548) 2,155 (2005) Yell Group PLC (196) 3,964 289 Each Tuesday edition of the TCR-Europe contains a list of companies with insolvent balance sheets based on the latest publicly available balance sheet available to our editors at the time of publication. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Europe is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., 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. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *