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/raid1/www/Hosts/bankrupt/TCREUR_Public/040112.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 Monday, January 12, 2004, Vol. 5, No. 7 Headlines B E L G I U M SOBELAIR: TUI Interested in Buying Planes, Hiring Staff C Z E C H R E P U B L I C POLDI KLADNO: Close to Finishing Bankruptcy Proceedings F R A N C E FRANCE TELECOM: Bond Offering Receives Wide Support SUEZ SA: Will Not Give Restructuring Update Ahead of Results VIVENDI UNIVERSAL: U.S. SEC Fines Former CEO US$1 Million G E R M A N Y COMMERZBANK AG: CEO Defends Pension Scheme Cancellation RWE AG: Reiterates Plan to Sell Waste Management Unit WESTLB AG: Issues EUR1.25 Billion Benchmark Bond I T A L Y ALITALIA SPA: Flight Controllers' Strikes Disrupt 300 Flights PARMALAT FINANZIARIA: Missing US$7.7 Billion Found, Lawyers Say PARMALAT FINANZIARIA: Deloitte to Cooperate in Probe PARMALAT FINANZIARIA: Luxembourg Finds Suspicious Transactions PARMALAT FINANZIARIA: Might Sell Prestigious Football Club PARMALAT FINANZIARIA: Ex-CFO Links Banks to Missing Money PARMALAT FINANZIARIA: Eurolat S.p.A., Lactis Declared Insolvent PARMALAT SPA: Drops Grant Thornton as Auditor PARMALAT SPA: CONSOB Wants Company's 2002 Annual Report Annulled N E T H E R L A N D S EADS: Expects Space Division to Breakeven this Year P O L A N D EL GRECO: Plane Crash Scares Clients; Firm Declares Bankruptcy NETIA SA: Announces Changes in Share Capital as of January S W E D E N SKANDIA INSURANCE: Extraordinary General Meeting Set January 28 U N I T E D K I N G D O M BIG FOOD: Like-for-like Sales Remain Positive BIRD'S EYE: Unilever Could Announce Closure this Year EINSTEIN GROUP: Administrators Propose Voluntary Arrangement EQUITABLE LIFE: Disposal Under Consideration ICELAND: Managing Director Mike Coupe to Leave Firm LEEDS UNITED: Ex-chairman May Rescue Club from Administration NTT DOCOMO: Liquidates Foreign Subsidiaries OCEAN FRONTIER: Receivers Seek Buyer for Business PANTHERIX: Sells Laboratory Equipment Online PPL THERAPEUTICS: Continues Disposal Program ********* ============= B E L G I U M ============= SOBELAIR: TUI Interested in Buying Planes, Hiring Staff ------------------------------------------------------- Hans Vanhaelemeesch, spokesman of Tour operator TUI Belgium, disclosed the company is considering partial acquisition of troubled airline Sobelair, AFX News reported last week, citing French newspapers Le Soir, L'Echo and De Tijd. Mr. Vanhaelemeesch said the company's "offer envisages the purchase of Sobelair's planes," adding some of the staff may be absorbed. TUI had been planning to create its own airline to support its many chartered flights. It is presenting itself as a cheaper and quicker ready-made solution. Sobelair, formerly owned by now-defunct national carrier, Sabena, is currently awaiting the decision of the Brussels Commercial Court regarding its bankruptcy petition. =========================== C Z E C H R E P U B L I C ============================ POLDI KLADNO: Close to Finishing Bankruptcy Proceedings ------------------------------------------------------- Erstwhile steel giant, Poldi Kladno, will soon finalize its long-running bankruptcy proceedings, Prague Business Journal said, without citing sources. According to the report, the sale and lease of Poldi Kladno's assets has earned CZK310 million since 1997, while creditors' claims totaled CZK5 billion. The bankruptcy administrator paid some CZK80 million in wages owed to former employees. =========== F R A N C E =========== FRANCE TELECOM: Bond Offering Receives Wide Support --------------------------------------------------- France Telecom's three-part bond issue on Wednesday was oversubscribed, leading the banks to increase the size of the borrowing from EUR1.7 billion to EUR2.5 billion (US$3.2 billion). The issue consists of three- and eight-year bonds denominated in euros, and a 30-year sterling bond. The warm welcome received by the fund-raising exercise highlights the dramatic improvement in the company's financial position and image during the past year, the Financial Times said. The report noted the company was able to dramatically lower its cost of debt since early 2003. It also was able to escape from having its credit rating lowered to "junk" status last year. Standard & Poor's and Fitch Ratings upgraded the company by one notch after it showed signs of returning to health following a government bailout and a recapitalization plan. According to the report, one London credit analyst said the enthusiasm received by the group's offering confirms the company's turnaround. ***** This is the breakdown of the ca. EUR2.5 billion bond offering: Currency Format Term Notional Coupon Re-offer spread Euro Floating rate 30 bp over note (FRN) 3-year 1 billion Euribor 3 Euribor month +25bp Euro Fixed-rate 8-year 750 million 4.625% 58 bp over Mid-swap (68.6 bp over OAT 65.6 bp over Bund) GBP Fixed-rate 30-year 500 million 5.625% 90 bp over Gilt This offering allows France Telecom to benefit from very favorable rates. The large over-subscription -- more than 4 times -- and the speed of the bookbuilding evidence the investor confidence in the quality of the France Telecom credit. Dresdner Kleinwort Wasserstein, HSBC, JPMorgan, Natexis and Societe Generale acted as joint-bookrunners for the euro offering. The Sterling offering was managed by Dresdner Kleinwort Wasserstein, HSBC, JPMorgan and Societe Generale, joint-bookrunners of the transaction. SUEZ SA: Will Not Give Restructuring Update Ahead of Results ------------------------------------------------------------ Delay of the update on restructuring and disposal program of Suez has disappointed investors, Intesatrade reported, citing analysts. Many had hoped there would be an announcement with release of revenue figures in late January, but Suez said no updates will be given on the program before March. Nonetheless, Suez told Dow Jones Newswires that its restructuring and disposal program, called Optimax, resulted in savings of EUR575 million in 2003. It expects the savings to reach EUR650 million by 2004, including proceeds from the November sale of water treatment unit Nalco. The unit's contribution to the Optimax program was EUR50 million in 2003 and is expected to be the same in 2004. Additional restructuring measures will be announced when it releases its 2003 earnings statement on March 4, the report said. VIVENDI UNIVERSAL: U.S. SEC Fines Former CEO US$1 Million --------------------------------------------------------- The Securities & Exchange Commission has closed the door on Jean-Marie Messier, accusing the former Vivendi chief executive of fraud, fining him US$1 million (GBP560,000, EUR790,000) and barring him from holding directorships of quoted U.S. companies, Knight-Ridder/ Tribune Business News reports. In a negotiated settlement of the SEC's fraud probe, announced on December 23, Mr. Messier was also forced to give up his golden parachute claim for EUR20.5 million and to pay a symbolic US$1 of his salary. However, Mr. Messier is still not clear of other investigations and lawsuits in France and the U.S. attacking his stewardship of Vivendi, which he brought to the brink of bankruptcy in 2002. Under the U.S. settlement, Mr. Messier and the other defendants in the inquiry, Vivendi Universal and the former finance director, Guillaume Hannezo, did not admit fault. The SEC ordered Vivendi to pay US$50 million in penalties and a symbolic US$1, but it will not have to restate its accounts, despite accusations of false and misleading reporting. The fines will be paid into a special account created under the Sarbanes-Oxley Act and distributed to shareholders hurt by the alleged fraud, the SEC said. Mr. Messier played down the severity of the SEC accusations, contained in a 29-page "complaint" and said in an interview with Liberation on December 27 that his reputation was intact. The SEC accused Vivendi of issuing misleading press releases that falsely portrayed the company's cash flow as excellent or strong and meeting its future liquidity needs. These misled because Vivendi was unable to get access to the cash generated by two of its most profitable subsidiaries, Cegetel and Maroc Telecom. The releases were authorized by Mr. Messier, Mr. Hannezo and other senior executives, the SEC said. Vivendi, under direction by senior executives, allegedly inflated its earnings before interest, taxes, depreciation and amortization (EBITDA) by about EUR59 million in the second quarter 2001 and at least EUR10 million in the third quarter 2001, to meet ambitious earnings targets it had set, the SEC said. The company failed to disclose important financial commitments for two of its subsidiaries in regulatory filings and to ratings agencies, for fear these pledges raised doubts about its ability to meet cash needs, the U.S. report said. Finally, Vivendi failed to reveal in a timely manner the material facts about its investment in a fund that bought a 2% stake in Elektrim Telekomunikacja, a Polish telecoms operator, in which the French company already held 49%. The ban on Mr. Messier holding U. S. company directorship is for 10 years, while Mr. Hannezo is under a five-year ban, and must pay a penalty of $120,000 and repay US$148,149 of his salary. The French regulator, Commission des Operations de Bourse, has sent its report on Vivendi to the public prosecutor's office. Leaked extracts of the report say Vivendi's financial reporting was not exact, precise and sincere. A class action brought by shareholders is still pending in the U.S., to which the Federal Court of the Southern district of New York has joined. ============= G E R M A N Y ============= COMMERZBANK AG: CEO Defends Pension Scheme Cancellation ------------------------------------------------------- Commerzbank Chief Executive Officer Klaus-Peter Mueller said the decision to cancel employee pension schemes from January 2005 is purely economic and of medium- to long-term significance, according to German daily Handelsblatt. The German bank recently said it plans to cancel the employee pension schemes for its 26,000 staff beginning 2005 as part of an effort to save millions of euros a year at a time of difficult economic conditions. What Mr. Mueller regretted was the staff was informed late about the decision. He appeased fears saying there are no further plans to cut personnel costs. Commerzbank made a EUR2.3 billion (US$2.9 billion) writedown in November that led to a net loss for the three months to September. RWE AG: Reiterates Plan to Sell Waste Management Unit ----------------------------------------------------- Germany's second largest utility, RWE AG, which is currently disposing assets to trim down debts, is ready to sell its waste management unit RWE Umwelt if it fails to perform according to expectations. Dow Jones News cited a report from German weekly Wirtschaftswoche quoting RWE Chief Executive Harry Roels saying the unit could go before 2005 if it became clear that the division won't fulfill its 2005 profitability target. The plan is included in the restructuring blueprint of the company. TCR-Europe reported in August there is a possibility RWE AG would also sell its headquarter in Essen, the former headquarter of VEW in Dortmund and the RWE Power AG headquarter in Cologne in an effort to pare down its EUR22.3 billion debt load. The company at that time refused to comment on its disposal program. Recently, Mr. Roels unveiled plans to sell stakes in non-core operations Heidelberger Druckmaschinen AG Hochtief AG at least at book value. Floating the shares in Heidelberger Druck remains "one of several options," Mr. Roels said, according to the report. WESTLB AG: Issues EUR1.25 Billion Benchmark Bond ------------------------------------------------ WestLB AG is issuing a benchmark bond with a volume of EUR1.25 billion under its debt issuance program. The issue (Sec. No. A0AC9Z, ISIN Code DE000A0AC9Z) is due on January 16, 2014 and carries a coupon of 4.25%. The issue/fixed re-offer price is 99.523%, which is equivalent to 21 basis points over mid swaps and +29.3 basis points above the 4.25% Bund due in January 2014. WestLB AG is sole lead manager for the issue. Senior co-lead managers are Citigroup and Goldman Sachs. Co-lead managers are Barclays, CAI, HSH Nordbank, HVB, JP Morgan and UBS. The bond is available in denominations of EUR1,000 and will be listed on the Frankfurt and Luxembourg Stock Exchanges. Payment date is January 16, 2004. The benchmark bond is rated Aa1 (neg)/AA (neg) /AAA. ========= I T A L Y ========= ALITALIA SPA: Flight Controllers' Strikes Disrupt 300 Flights ------------------------------------------------------------- Italy's national airline, Alitalia, was forced to cancel more than 300 flights late last week after its staff announced it would stage a strike over pay, according to Channel News Asia. The protest action by the flight controllers of Anpcat trade union, which is demanding renewal of work contracts, started 10:00 a.m. and ran for eight hours on Thursday. This led to the cancellation of 344 flights, including 162 international flights. A second strike against the airline is scheduled on January 19. This time the protest action will be aimed at the company's restructuring plan, which calls for 1,800 jobs to be cut. PARMALAT FINANZIARIA: Missing US$7.7 Billion Found, Lawyers Say --------------------------------------------------------------- Lawyers representing the Parmalat Creditors Committee said in a legal filing they were able to locate the whereabouts of around US$7.7 billion (GBP5.4 billion) of funds belonging to Parmalat, The Scotsman reported. The amount includes GBP4.88 billion worth of bonds issued by Parmalat, as well as GBP355 million of money diverted from its offshore Epicurum Fund. The lawyers, Carlo Zauli, Giuseppe Lozupone and Anna Campilii, said they were able to trace the money using investigators and "press talk." They, however, did not say where the money was being held or whether it was recoverable, according to the report. But Mr. Zauli cautioned people should not believe documented proof of electronic transfers of the funds could be found. Their claims are to be presented to the bankruptcy court in Parma. Separately, the report, citing the Web site of TGfin, which is controlled by the business interests of Prime Minister Silvio Berlusconi, said the creditors committee had discovered that a company linked to Parmalat founder Calisto Tanzi held GBP4.88 billion worth of U.S. government bonds. The site said the bonds were being held in a single account with the Bank of America by a company linked to Mr. Tanzi. Bank of America could not be reached for comment, according to the report. Parmalat Finanziaria in a statement denied knowledge of the existence of the EUR7 billion in U.S. fixed income securities. PARMALAT FINANZIARIA: Deloitte to Cooperate in Probe ---------------------------------------------------- A spokeswoman for Deloitte Touche Tohmatsu on Wednesday said the firm is expecting to be called to answer questions from Italian prosecutors investigating food and dairy conglomerate Parmalat Finanziaria S.p.A., Dow Jones Business News reports. Deloitte & Touche audited a number of Parmalat Finanziaria units as well as the holding company itself. Grant Thornton S.p.A. was responsible for auditing a number of other subsidiaries, and two of its executives have been arrested as part of the investigation. "We would be surprised if we were not called because it's necessary for a thorough examination," the spokeswoman said. In its mid-year review report of the holding company, dated October 31, 2003, Deloitte drew attention to a Parmalat subsidiary's interest in an overseas mutual investment fund on which it had insufficient information to carry out a satisfactory valuation. The auditor's spokeswoman said it was the limitations on this review that drew initial attention to Parmalat. However, Deloitte, which has already been named as one of the defendants in a New York class-action lawsuit filed by the Southern Alaska Carpenters Pension Fund against Parmalat Finanziaria, its officers and advisers, says it acted properly throughout and will vigorously defend the action. "We are monitoring the situation at Parmalat very closely. Our Italian practice issued a very carefully considered mid-year review report on 31st October, drawing attention to certain issues. We believe we behaved properly throughout and in accordance with the relevant standards in force at the time," a second spokesman said. PARMALAT FINANZIARIA: Luxembourg Finds Suspicious Transactions -------------------------------------------------------------- Luxembourg is checking its own grounds for possible irregularities linked to Italian food group Parmalat. Carlos Zeyen, head of the financial intelligence unit in the Luxembourg prosecutors' office told Reuters authorities have launched an investigation into possible money laundering involving the group. He said: "They (Luxembourg authorities) launched the investigation on the basis of suspicious transactions reported by financial institutions in Luxembourg." Parmalat was declared insolvent in December after it was found out a financial gap potentially exceeding GBP6.97 billion exists on its account. PARMALAT FINANZIARIA: Might Sell Prestigious Football Club ---------------------------------------------------------- Administrators of Italian food giant Parmalat will meet with shareholders to discuss the future of the company's football club, Parma, according to BBC. Last week, a spokesman for Italian Industry Minister Antonio Marzano indicated Parma, which is not a strategic asset of Parmalat, would be sold at the end of the season. The Tanzi family, which runs Parmalat, took over the football club in 1991, spending millions of dollars to keep the best football players in the team. Two years after the takeover, Parma won the European Cup Winners' Cup. It won the Uefa Cup in 1995 and 1999. But behind the prestige is a club mired in high debt. It is reported to have lost almost US$100m last year, and owes Parmalat a large proportion of the debt, according to the report. Enrico Bondi, who is tasked to rescue Parmalat, believes the Italian way of doing things could still save the club. Parma still has top quality players to sell, including five members of the Italian national under-21 team, according to him. PARMALAT FINANZIARIA: Ex-CFO Links Banks to Missing Money --------------------------------------------------------- Former Parmalat Finanziaria S.p.A. finance chief Fausto Tonna told prosecutors about the crippled food firm's relations with banks, as Citigroup and auditing firms faced mounting U.S. legal action over the scandal, Reuters reports. Mr. Tonna gave investigators new information, prosecutor Antonella Ioffredi said, after a second day of morning-to-night interrogation. "He talked about all the banks linked to the group," Mr. Ioffredi told reporters in Parma, near the home base of the insolvent multinational whose multibillion-euro accounting hole has become one of the world's biggest-ever corporate scandals. A judicial source said Mr. Tonna had "given information for the partial recovery of the money," but gave no more details. Mr. Tonna was a confidant of disgraced Parmalat founder Calisto Tanzi, who is also under arrest. Investigators accuse Mr. Tonna of helping to devise a web of offshore firms to hold fake accounts and nonexistent assets, which fooled investors and regulators for more than a decade. On Tuesday, he reiterated he had only obeyed orders from Mr. Tanzi. Mr. Tanzi, 65, has admitted to diverting some 500 million euros (350 million pounds) from the listed company into family firms but said he did not know how the misappropriation was carried out. The accounting hole could top 10 billion euros, prosecutors say, on a par with the collapse of U.S. telephone services group WorldCom. A judicial source said prosecutors in Milan, who are also investigating Parmalat, were considering whether to call in representatives of U.S. and Italian banks as they tried to establish whether there were grounds for an insider trading probe. Parmalat's spectacular slump from investment grade into bankruptcy protection in less than a month has attracted U.S. class action lawyers, and by Tuesday at least three firms said they had filed or commenced lawsuits against the group. Targeted in two of the suits are Citigroup Inc. and auditing firms Deloitte & Touche Tohmatsu and Grant Thornton. Parmalat's bonds are trading at 20 percent of face value, and its nearly worthless stock is suspended indefinitely from trade. Representatives of Citigroup, Deloitte & Touche USA and Grant Thornton International said they had not seen the suits and could not comment, Reuters states. No one was available at Parmalat. Mentioned in at least two of the suits was special purpose vehicle "Buconero" -- Italian for "Black Hole" -- created by Citigroup and used for loans among units in the Parmalat group. The Italian affiliate of Deloitte audited Parmalat's group accounts, while Grant Thornton's Italian affiliate certified the Cayman Islands unit at the center of the scandal. Deloitte has said it drew attention to concerns over Parmalat in its 2003 mid-year report and it had to rely on Grant Thornton S.p.A. for the offshore units. Among eight arrested so far are the chairman and a partner of Grant Thornton S.p.A., the Italian unit. They deny allegations of involvement in fraud. No charges have been filed in the case. In Milan, veteran turnaround specialist Enrico Bondi, now running Parmalat as an administrator, met for a second day with advisers at the headquarters of bank Mediobanca. Mr. Bondi is expected to ask creditor banks for loans, reportedly worth EUR50 million to EUR100 million, later this week, Reuters reports. As well as the U.S. and Italian banks, investigators want to hear from some of Europe's biggest financial institutions. A Deutsche Bank spokesman told Reuters officials from the German bank would meet the Italian prosecutors on Wednesday for "a voluntary meeting purely for information purposes." In Spain, a spokesman for bank Santander Central Hispano declined to comment on media reports that investigators believed some of the money missing from Parmalat passed through an account of an SCH unit in the Cayman Islands. Meanwhile, Parmalat has shelved a plan to sell its U.S. cookie business until it determines the scope of its mounting financial scandal, sources familiar with the situation told Reuters. Parmalat hired Deutsche Bank early last month to sell its Archway and Mother's brands, which together rank as the third- largest U.S. cookie business. PARMALAT FINANZIARIA: Eurolat S.p.A., Lactis Declared Insolvent --------------------------------------------------------------- Parmalat Finanziaria S.p.A. and its subsidiaries Eurolat S.p.A. and Lactis S.p.A. lodged a request on 7 January 2003 with the Civil Court in Parma asking for insolvency status. The Court has considered these requests and has declared the three companies to be insolvent. Parmalat Finanziaria S.p.A., Eurolat S.p.A. and Lactis S.p.A., according to Legislative Decree no. 347 of 23 December 2003, were admitted by decree of the Minister of Productive Activities on 30 December 2003 into Extraordinary Administration. Dr. Enrico Bondi was appointed as Extraordinary Commissioner for the above named companies. PARMALAT SPA: Drops Grant Thornton as Auditor --------------------------------------------- Parmalat S.p.A., subsidiary of Parmalat Finanziaria S.p.A., both under administration, removed Grant Thornton from its role as auditor of the company. The move follows revelations that Deloitte, Parmalat's main auditor, did not perform its own checks on a EUR3.95 billion bank account that the dairy food group allegedly falsified. According to the Financial Times, people close to Parmalat and familiar with the investigations on the group said Deloitte relied entirely on a memorandum from Grant Thornton. Bank of America said last month the Bonlat account, which supposedly contains the amount, does not exist. PARMALAT SPA: CONSOB Wants Company's 2002 Annual Report Annulled ---------------------------------------------------------------- Parma, January 5, 2004 -- | Parma, 5 gennaio 2004 -- Parmalat Finanziaria S.p.A. | La Parmalat Finanziaria communicates that it has today | S.p.A. comunica che in data received the summons in which | odierna ha ricevuto l'atto di Consob has asked Parma's Civil | citazione con il quale la Court for an adjudication of | Consob ha chiesto al non-compliance, or the | Tribunale Civile di Parma la annulment of the Parmalat | dichiarazione di nullita o Finanziaria S.p.A. shareholder | comunque l'annullamento della meeting resolution of 30 April | delibera Assembleare del 2003, once the Court has | 30 aprile 2003 di Parmalat completed its investigation | Finanziaria S.p.A., previo into the non-compliance of the | accertamento della non Parmalat Finanziaria S.p.A. | conformita del bilancio di financial statements for the | esercizio al 31 dicembre 2002 fiscal year ended 31 December | alle norme che ne 2002 with the regulations | disciplinano i criteri di governing their compilation. | redazione, nonche per Similarly, Consob has requested | l'accertamento della non that the Court investigate the | conformita del bilancio non-compliance, on the same | consolidato al 31 dicembre grounds, of the consolidated | 2002, approvato dal Consiglio financial statements for the | di Amministrazione nella fiscal year ended 31 December | seduta del 28 marzo 2003, 2002, as approved by the | alle norme che ne Parmalat Finanziaria S.p.A. | disciplinano i criteri di Board of Directors held on | redazione. 28 March 2003. | 2002 Annual Report On March 28, 2003, Parmalat's Board of Directors met to examine the company's statutory and consolidated financial statements for the year ended December 31, 2002. Pursuant to article 82, paragraph 2 of CONSOB Resolution 11971/99 and subsequent amendments and supplements, Parmalat availed itself of the exemption from publication of the quarterly report for the fourth quarter 2002, from October 1 to December 31, 2002. Instead, Parmalat presented the statutory and consolidated financial statements for the year ended December 31, 2002 within 90 days of the close of the financial year. On April 10, 2003, Parmalat presented the company's 2002 results. On April 30, Parmalat shareholders met to examine the statutory financial statement for the year ended December 31, 2002. Copies of Parmalat's 2002 financial statements are available, in six parts, at no charge at: Board of Directors' Report on Operations -- http://www.parmalat.com/en/doc/Board_of_Directors_Report_on_Oper ations.pdf Financial statements as at December 31, 2002 -- http://www.parmalat.com/en/doc/Financial_statements_as_at_Decemb er_31_2002.pdf Report of the Board of Statutory Auditors -- http://www.parmalat.com/en/doc/Report_of_the_Board_of_Statutory_ Auditors.pdf Auditors' report financial statements -- http://www.parmalat.com/en/doc/Auditors_Report_financial_stateme nts_2002.pdf Consolidated financial statements as at December 31, 2002 -- http://www.parmalat.com/en/doc/Consolidated_financial_statements _as_at_December_31_2002.pdf Auditors' report consolidated financial statements -- http://www.parmalat.com/en/doc/Auditors_Report_consolidated_fin_ stat_2002.PDF The Commissione Nazionale per le Societa e la Borsa (CONSOB) is the public authority responsible for regulating the Italian securities market. (Parmalat Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) ===================== N E T H E R L A N D S ===================== EADS: Expects Space Division to Breakeven this Year --------------------------------------------------- The European Aeronautic Defense and Space company expects its business -- which includes satellite-making unit, Astrium, and a 27% stake in satellite-launching businesses -- to break even at an operating level in 2004. The restructured space business made heavy losses in 2003 after the collapse in commercial telecommunications satellite orders and problems and delays in developing a new generation of satellites. But a new management team and heavy cost-cutting measures enabled the division to recover. Coupled with a robust order book, it now expects the division's revenues to stabilize in 2004. The recovery of the space division will be the main source of increased profitability in the world's second-largest aerospace and defense group. The company forecasts earnings before interest, tax, goodwill and exceptional items to rise 20% from last year's EUR1.4 billion (US$1.7 billion). =========== P O L A N D =========== EL GRECO: Plane Crash Scares Clients; Firm Declares Bankruptcy -------------------------------------------------------------- A Polish travel agency went bankrupt after the airline scheduled to charter its customers had one of its planes crashed off Sharm el-Sheikh last week. El Greco said its customers refused to board a charter flight from Sharm el-Sheikh to be flown by the remaining Boeing 737 operated by Flash Airlines. Flash Airlines other Boeing 737 jet crashed shortly after takeoff January 3, carrying more than a hundred passengers, most of them French tourists. Egypt's official news agency Mena quoted an aviation ministry source as saying all aboard may have been killed, according to Terranet Plus. NETIA SA: Announces Changes in Share Capital as of January ---------------------------------------------------------- Netia S.A. (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services announced its share capital has increased in connection with the exercise of certain warrants issued by Netia. (a) Share Capital As of January 1, 2004, Netia's issued and outstanding share capital was PLN344,486,821 and represented 344,486,821 shares, PLN1 par value per share, each share giving right to one vote at Netia's general meeting of shareholders. A motion for the registration of the share capital increase by the Polish court was filed on January 7, 2003. (b) Warrants Issued As of January 1, 2004, Netia issued 441,609 series J shares pursuant to the exercise of 280,665 two-year subscription warrants and 160,944 three-year subscription warrants by their holders at an issue price of PLN2.53 per share. Each series J share entitles its holder to one vote at Netia's general meeting of shareholders. Netia's series J shares are publicly traded on the Warsaw Stock Exchange under the same code as all other ordinary shares of Netia i.e. PLNETIA00014. The subscription warrants were exercised in accordance with Netia's Polish prospectus, dated April 17, 2002, as amended. (c) Outstanding Warrants As of January 2, 2004, the following warrants were traded on Warsaw Stock Exchange: (i) 32,143,556 two-year subscription warrants were traded on Warsaw Stock Exchange under the ticker "NETPPO2, entitling their holders to subscribe for Netia's series J shares by April 29, 2005; and (ii) 32,263,277 three-year subscription warrants were traded on Warsaw Stock Exchange under the ticker "NETPPO3, entitling their holders to subscribe for Netia's series J shares by April 29, 2006. (d) Updated Information on Netia's Share Capital Current information on Netia's share capital increases is constantly updated and made available at the Polish National Depositary for Securities and Warsaw Stock Exchange as well as on Netia's website (http://www.investor.netia.pl). The share capital as currently registered by the Polish court, in the amount of PLN344,393,550, reflects the status as of December 1, 2003, and will be amended following the consideration of a motion for the share capital increase filed with the court on January 7, 2004. Share capital increases in connection with the exercise of Netia's outstanding warrants will be announced both in Poland and in the U.S. in the form of a press release once a month by the 8th day of each month, and, in addition, each time in the event of an exercise of warrants constituting 5% or more of all warrants issued by Netia. CONTACT: NETIA SA Anna Kuchnio, Investor Relations Phone: +48-22-330-2061 =========== S W E D E N =========== SKANDIA INSURANCE: Extraordinary General Meeting Set January 28 --------------------------------------------------------------- Shareholders of Skandia Insurance Company Ltd. (publ) are hereby summoned to an Extraordinary General Meeting on Wednesday, January 28, 2004, at 4.30 p.m. (Swedish time). Location: Globe Arena, Annex, Arenatorget, Entrance 2, Stockholm, Sweden. Notification of Attendance, etc. Shareholders intending to attend the Extraordinary General Meeting must be recorded as shareholders in the Shareholder Register maintained by the Swedish Securities Register Center (VPC AB) as per Friday, January 16, 2004, and must notify the Company of their intention to attend the Meeting not later than 4.30 p.m. (Swedish time) on Friday, January 23, 2004. Notification of intent to attend the Meeting can be made in writing to Skandia, Corporate Law, "EGM," SE-103 50 Stockholm, Sweden, by telephone Int. +46-8-788 30 68 or +46-8-788 25 99, by fax Int. +46-8-788 15 50, or via the Internet at http://www.skandia.com/agm Please note that if voting by proxy, power of attorney must be submitted to the Company in original and may not be sent by fax or via the Internet. Data provided to the Company will be used only for the Extraordinary General Meeting. Shareholders whose shares are held in trust by a bank or private broker must temporarily register their shares in their own names in the Shareholder Register to be able to attend the Extraordinary General Meeting. Such registration must be completed not later than Friday, January 16, 2004. Shareholders are advised to notify the trustee well in advance of January 16 of their request to have their shares re-registered. For the convenience of non-Swedish speaking shareholders, the proceedings of the Extraordinary General Meeting will be simultaneously interpreted into English, if so requested in connection with notification of attendance to the Extraordinary General Meeting. Agenda and Proposed Decisions (a) Opening of the Meeting (b) Election of a chairman to preside over the Meeting Nominating Committee Recommendation: Mr. Claes Beyer, Attorney at Law. (c) Setting of the agenda (d) Election of a person to check and sign the minutes together with the chairman (e) Verification of the voting list (f) Decision as to whether the Meeting has been properly called (g) Decision on the number of Directors to be elected by the Meeting Nominating Committee Recommendation: Six Directors. (h) Election of Directors The Directors elected by the General Meeting are Mr. Bjorn Bjornsson (Chairman), Mr. Leif Victorin and Mr. Eero Heliovaara, all elected for the period through the 2004 Annual General Meeting, and Dr. Oonagh McDonald and Mr. Clas Reuter-skiold, both elected for the period through the 2005 Annual General Meeting. Since the 2003 Annual General Meeting, Mr. Lars-Eric Petersson and Mr. Bengt Braun have resigned from the Board. The remaining Directors elected by the General Meeting have -declared their seats available. The Nominating Committee's recommendation for Directors will be made public through the issuance of a press release about a week prior to the Extraordinary General Meeting. (i) Election of Auditor One of the Auditors elected by the General Meeting, Mr. Jan Birgerson, Authorized Public Accountant, Ernst & Young, has announced that he wishes to resign from his assignment as Auditor in connection with the Extraordinary General Meeting. Nominating Committee Recommendation: New-election of Mr. Bertel Enlund, Authorized Public Accountant, Ernst & Young, for the period through the 2004 Annual General Meeting. (u) Adjournment of the Extraordinary General Meeting Swedish-speaking Shareholders This summons to attend the Extraordinary General Meeting of Skandia Insurance Company Ltd (publ) can also be obtained in Swedish from Skandia, Corporate Law, SE-103 50 Stockholm, Sweden, by telephone Int. +46-8-788 30 68 or +46-8-788 25 99, by fax Int. +46-8-788 15 50, or it can be downloaded from Skandia's website http://www.skandia.com/stamma A welcome is extended to the shareholders to attend the Extraordinary General Meeting. Stockholm, December 2003 The Board of Directors CONTACT: SKANDIA INSURANCE Corporate Communications S-103 50 Stockholm, Sweden Phone: +46-8-788 10 00 Fax: +46-8-788 23 80 Homepage: http://www.skandia.com Office Sveavagen 44 =========================== U N I T E D K I N G D O M =========================== BIG FOOD: Like-for-like Sales Remain Positive --------------------------------------------- The Big Food Group announced its third quarter trading statement of the 2003/04 reporting year covering the thirteen weeks to December 26, 2003 and the five week Christmas trading period to January 2, 2004. Introduction The Group continues to make steady progress during the year with like for like sales measures positive for consecutive quarters for all of our operations. Sales Like for like sales for the thirteen-week period to December 26, 2003 and the five week period to January 2, 2004 were: Thirteen Weeks Five Weeks % % Group 2.0 3.2 Booker 1.6 3.0 - tobacco 3.2 5.6 - non tobacco 0.6 1.5 Woodward 32.8 36.2 Iceland 1.2 1.9 At Iceland, the customer driven promotional strategy has continued to show improvements with above average growth coming from the grocery and fresh produce categories as the new concept store strategy accelerates. A total of 26 stores were refurbished in the thirteen weeks bringing the total number of new concept stores to 119. The support services necessary to increase the conversion rate to 200 stores in the next financial year are now in place. Overall gross margins have been maintained year on year. Christmas trading benefited from better availability this year of our very successful Party Fayre range and our exceptional GBP10 Christmas Dinner Meal Deal. At Booker, the generally tougher trading environment was compensated for by drop shipment sales and promotional activity in alcohol. Sales through independent retailers were again slower this year reflecting the strength of price discounting by the major multiples at seasonal times. Gross margins of non- tobacco products held up across the quarter but were weaker over the Christmas period. Tobacco sales were much improved against a disappointing period last year. At the end of the quarter there were 1364 customers operating under the Premier fascia. Woodward Foodservice showed accelerating sales growth over previous quarters as the benefits from new customer accounts are realized. Net Debt Average net debt for the thirty-nine weeks to December 26, 2003 was approximately GBP238 million. Management Announcement After two years with The Big Food Group Mike Coupe, the Managing Director of Iceland, has decided that his longer-term future is outside the Group. He has presided over an enormous amount of change at Iceland and will continue as its Managing Director until early September whilst a search for his successor takes place. Commenting on the announcement Chief Executive Bill Grimsey said "The trading environment remains tough, but we are gaining sales momentum from our own actions. The sale of Londis would present an opportunity for us to serve another group of independent retailers by bringing our scale and expertise to help them to succeed." CONTACT: THE BIG FOOD GROUP Bill Grimsey, Chief Executive Phone: 020 7796 4133 Bill Hoskins, Finance Director Phone: 01933 371 148 BIRD'S EYE: Unilever Could Announce Closure this Year ----------------------------------------------------- Anglo-Dutch consumer goods group Unilever will review options for its Birds Eye sites in Grimsby and Lowestoft, according to Reuters. Reports say the move could lead to at least one factory closure, and the loss of close to 1,000 jobs. The Grimsby and Lowestoft sites employ 750 and 800 people, respectively. Unilever spokesman Michael Haines told Reuters staff of the plants were informed about the review in November. Although no date was formally set to issue a decision, it is likely the company could announce changes for its frozen food business within the year. "A number of options are being considered: third party sourcing, joint manufacturing, etc. One can never, however, rule out the possibility of job losses," he said. Unilever issued two sales warnings in 2003 as it suffered from faltering growth in frozen food and other markets. EINSTEIN GROUP: Administrators Propose Voluntary Arrangement ------------------------------------------------------------ Notices of the creditors' and members' meetings to be held on January 22, 2004 to consider and, if thought fit, to approve these proposals as set out have been sent out. It is important that creditors and members attend or complete and return the proxy forms. Creditors should return their proxy forms as soon as possible to the Company c/o David Rubin & Partners, Pearl Assurance House, 319 Ballards Lane, London N12 8LY, together with a notice of claim. Members should return their proxy forms, so that they arrive not less than 48 hours before the time fixed for the members meeting, to the Company c/o David Rubin & Partners, Pearl Assurance House, 319 Ballards Lane, London N12 8LY. Alternatively, creditors (but not members) may deliver their proxy forms and notices of claim to the chairman at the meeting. A schedule of defining words or phrases used in the Proposals are listed in the Proposals. IN THE MATTER OF EINSTEIN GROUP PLC AND IN THE MATTER OF THE INSOLVENCY ACT 1986 JOINT ADMINISTRATORS PROPOSALS FOR A COMPANY VOLUNTARY ARRANGEMENT UNDER THE PROVISIONS OF THE ABOVE ACT We, the undersigned, being all the joint administrators of Einstein Group PLC whose registered office is at 4 Lower Park Row, Bristol, BS1 5JB, propose that the Company enter into a company voluntary arrangement pursuant to Part I of the Insolvency Act 1986. (a) To see interpretation and Introduction: http://bankrupt.com/misc/Einstein_Introduction.htm (b) Reasons for the Proposal (i) The Company has incurred substantial losses but the Administrators are of the opinion that because of developments referred to below the Company should, if the proposals set out herein are implemented, be in a position to generate profits from future activities and that its assets will then exceed its liabilities. (ii) The Administrators are of the opinion that a company voluntary arrangement would be of benefit to the creditors of the Company because it is anticipated that, under the terms of the Proposal, the unsecured creditors will, taking into account the issue of New Shares as hereinafter described, receive a greater return on the amount owed to them than they would do if the Company were to be subject to any other formal insolvency proceedings. (iii) The Second Debenture Holder, has offered GBP50,000 in the form of a convertible loan (convertible at par being 10,000,000 shares at 0.5p per share) prior to approval but for the purposes of the Arrangement to provide funding to the Company in order to discharge the costs of the Administration and to provide a contribution towards short term working capital. (iv) The Company has developed a strong working relationship with Baker Street Media Finance Limited - a successful television and film finance company. BSMF has agreed to work with the Company to develop new TV channels with international potential. As Einstein TV, the Company and its subsidiaries have been established as a niche broadcaster and have a recognized brand, existing channels, and a management team, which has expertise in creating and delivering channels. The Company has provided financial projections showing that its estimated revenues can fund the existing basic overhead. Additional TV channel opportunities are ready to be activated, subject to a modest injection of new funds. This will further underpin operating costs. Following the approval of Arrangement, DH2 and BSMF have agreed use their best endeavors to raise GBP250,000 for working capital for the Company. A copy of the memorandum of understanding between the DH2 and BSMF is attached as Appendix 9. (v) With the assistance of BSMF, the group will focus on its core activities of opening and running niche channels worldwide, acquiring and /or producing new content and selling such content as it has access to for those territories in which it does not as yet have a channel. (vi) The operations will therefore consist of: (1) setting up and running niche channels; (2) independent TV production; and (3) TV distribution. Following the restructuring, the Board and Management Team will be significantly enhanced to bring together some of the leading industry specialists in the TV business, who can see the potential for the future based on the current group. Sector acquisitions for shares will also be sought in order to grow the balance sheet and the longer-term asset value of the business. (vii) In light of the above, both the Administrators and the Directors believe that it is more beneficial to shareholders and creditors as a whole to follow the Arrangement route than to put the company into liquidation, or request the appointment of an administrative receiver. PARTICULARS OF THE PROPOSAL (c) The Proposal (i) It is proposed that: (1) With the consent of the Debenture Holders, The First Debenture Holder will take the chess business, in settlement of GBP50,000 of his debt. The rights to the chess business rest in Intellectual Leisure Limited, a wholly owned subsidiary of the Company. ILL also owns 10% of Brain Games Asia, a company which the Directors of the Company are informed has just obtained an investment in a recently listed US OTCBB company, although this has yet to be independently confirmed. Any inter-company indebtedness between the Company and ILL will be waived immediately prior to the transfer to DH1. The Debenture Holders will release the debentures over the undertaking, property and assets of the Company and the charges created thereby contained therein granted by the Company so that all claims of the Debenture Holders previously secured by the debenture will become unsecured, when the Arrangement becomes unconditional. In the case of DH1, his unsecured claim will become GBP341,178 (i.e. GBP391,178 less the value attributed to the chess business of GBP50,000). In the case of DH2, his unsecured claim will be GBP226,125. Shares will then be issued to the Debenture Holders as: DH1 will receive 34,000,000 Ordinary Shares of 0.5p (i.e. at par) DH2 will receive 30,000,000 Ordinary Shares of 0.5p (i.e. at par) In addition, in accordance with Paragraph 2.3 above, DH2 will also be granted: An option to convert his GBP50,000 loan at par (i.e. 10,000,000 shares at 0.5p per share) at any time, and An additional option to invest a further GBP50,000 on the same terms as above, at anytime within 4 years of the original loan. (2) A shareholder with approximately 27,000,000 shares of 0.5 pence each, has agreed to sell 20,000,000 of these shares to a company controlled by DH2 for a total consideration of GBP25,000 (i.e. for 0.125 pence per share). (3) The Crown departments' preferential claims totaling approximately GBP55,000 will be settled in full cash out of the proceedings of the fundraising referred to below; (4) the business will continue to trade under the control of the board of directors of the Company; (5) the Company shall, within two months of the date upon which the Proposal is approved and the matters referred to in paragraphs 3.2 and 3.3 have been satisfied or implemented, make available to the Supervisor sufficient monies to enable the Supervisor to: (a) settle the preferential claims of the Crown department and any other creditor who is a preferential creditor. Such payment will be referred to as the Cash Dividend. See also paragraph 3.5 below, and (b) retain a sufficient sum on account of the fees, costs and expenses of the administration, as set out in the receipts and payments account, and (after discharge of such fees, costs and expenses) the fees, costs and expenses of the financial and legal advisors to the Company in relation to the Proposal, the Corporate Recapitalization and the Arrangement; (6) the Company shall as set out in paragraph 3.5 issue to each unsecured creditor who is not a preferential creditor (or as set out in paragraph 3.8) twenty New Shares at 0.5p per share for each GBP1 owed to that creditor (i.e. 10p in GBP). (ii) No Cash Dividend shall be paid nor shall New Shares be issued until such time as the following matters shall have been implemented to the satisfaction of the Directors and the Supervisor, namely: (1) The London Stock Exchange shall have consented to the re-listing of the Company's ordinary share capital on AIM; (together such matters being referred to in this Proposal as 'the Corporate Recapitalization'). (iii) Full implementation of the Corporate Recapitalization and of the transactions contemplated by this Proposal will or may require: (1) the consent of the Debenture Holders to the release of the debentures referred to in paragraph 3.1(a) above; (2) the approval of AIM; (3) the approval of existing shareholders of the Company in general meeting; and consequently the payment of the Cash Dividend and the issue of New Shares are subject to (and the payment to creditors of the Cash Dividend will not be made and the New Shares will not be issued until) satisfaction of all of such matters. (iv) Notwithstanding the provisions of paragraphs 3.2 and 3.3 above, the Arrangement shall come into force upon the approval of the Proposal in accordance with provisions of the Act and the Rules. (v) Subject to the implementation and satisfaction of the matters referred to in paragraphs 3.2 and 3.3 above, and provided that no application is pending under section 6 or 7(3) of the Act, the Company shall, within two months of the expiry or implementation and satisfaction of the last of the aforesaid periods or matters to expire or be implemented or satisfied (and subject in the case of each creditor to the claims of that creditor having been agreed by the Supervisor), pay the Cash Dividend to creditors (or the Supervisor shall apply funds (if any) made available to him for such purpose) and the Directors shall issue and allot the New Shares (and as soon as practicable thereafter dispatch certificates evidencing the same). (vi) If the matters referred to in paragraphs 3.2 and 3.3 shall not have been implemented or satisfied prior to the date falling six months after the date of this Proposal, or if the Supervisor shall at any time be of the opinion that there is no reasonable likelihood of such matters being implemented or satisfied prior to the date falling six months after the date of this Proposal, the Supervisor shall notify the Company, its members and all known creditors of such fact and thereupon the Arrangement shall (subject as hereinafter provided) terminate, and in such circumstances all funds (if any) held by the Supervisor pursuant to paragraph 3.1(c)(i) shall be returned to the Company and the creditors shall be entitled to claim or otherwise proceed against the Company as if the Arrangement had never been made, and the Arrangement shall (subject as set out in paragraph 4) be of no further force or effect. (vii) For the avoidance of doubt, the issue of New Shares pursuant to paragraph 3.1 shall operate so as to extinguish all indebtedness to the creditor to whom such New Shares have been issued (save in respect of any unpaid Cash Dividend due to that creditor which, if not previously paid, shall rank as a debt due by the Company to the creditor and save, in the case of the Debenture Holders, in respect of any amounts due in relation to the chess business as not being released described in paragraph 3.1(a)). (viii) If any creditor is prohibited by statute, professional rules or otherwise from receiving or holding New Shares, then such creditor shall notify the Company of this fact in writing no later than the date falling 32 days after the Arrangement is approved and such New Shares as would otherwise have been issued to that creditor shall be issued in the name of a broker to be appointed by the Supervisor, to be held on trust for the relevant creditor and sold in the market as soon as reasonably practicable thereafter. The relevant proceeds of such sale (less the standard commission of the broker) shall be paid to the relevant creditor. (ix) The Arrangement shall (without prejudice to any prior termination contemplated by this Proposal) terminate, and the Supervisor shall be entitled to, and shall, issue a Completion Certificate, when the Cash Dividend shall have been paid to creditors and the New Shares issued. (x) Should the existence of any creditor bound by the arrangement by reason of the fact that he would have been entitled in accordance with the rules to vote at the creditors' meeting had he had notice of it come to the attention of the Supervisor before the arrangement has been fully implemented it is proposed that an omitted creditor should be admitted to the arrangement, as soon as may be practicable, on the same terms and with the same benefits as he would have been subject to and enjoyed had he had notice of the meeting. If by the time of his admission to the arrangement any Cash Dividends or New Shares have been received by other creditors, equivalent Dividends shall be paid to the omitted creditor on his admission. In the event that the value of any debts or liabilities owed by the Company to one or more omitted creditors amount to more than 10% of the value of the debts and liabilities disclosed by the Company by the date of the creditors' meeting, the existing creditors will be given the opportunity to terminate the arrangement prematurely. (xi) After the successful implementation of the Arrangement all that will be left in the Company will be investments in two subsidiaries (Einstein Entertainment Limited and European Science Channel Limited), amounts due from related companies (other than ILL), a small amount of tangible fixed assets and the convertible loan due to DH2. (d) Functions, duties and identity of Supervisor (i) It is proposed that the Supervisor's functions shall be: (1) to receive and retain funds in accordance with paragraph 3.1(e)(i); (2) to agree the claims of unsecured preferential and non-preferential creditors (and to apply to the court for directions as to the admission or rejection of the whole or part of any claims if the Supervisor so wishes); (3) to make (insofar as he has received funds from the Company to enable him to do so) or monitor the payment of monies pursuant to paragraph 3.5; (4) to discharge the fees, costs and expenses contemplated by paragraph 3.1(e) (ii) out of the funds made available to him for such purpose; (5) to monitor the issue and allotment of New Shares; (6) to provide the Company's creditors with such information as they shall reasonably require and to attend the Company's board meetings on a monthly basis or as appropriate at the Supervisor's discretion; and (7) after issuing a Non-Compliance Certificate or if the Arrangement otherwise terminates pursuant to paragraph 3.6 above to realize the assets of the Company (if the Supervisor so elects) as contemplated in (inter alia) paragraph 11 of the Additional Terms. (ii) The Supervisor is to keep such records of his receipts and payments and of his acts and dealings as are required by law. (iii) The Supervisor is to report to creditors in accordance with the Act and the Rules and in particular in accordance with section 4(6) of the Act and Rules 1.24(4) and 1.26(2) of the Rules. (iv) The Supervisor shall open one or more bank accounts at a branch or branches of a recognized bank in his name as Supervisor. He shall pay into such account(s) funds received by him in respect of his functions as Supervisor and may apply funds standing to the credit of such account(s) to make payments or distributions contemplated by the Arrangement. The Supervisor shall be entitled to place funds on deposit with any recognized bank or invest funds in recognized government securities as he considers appropriate. (v) It is proposed that Lane Bednash, a licensed insolvency practitioner who acts as joint administrator of the Company and nominee in respect of this Proposal, should act as Supervisor of the Arrangement. Mr. Bednash is a partner in the firm of David Rubin & Partners, Pearl Assurance House, 319 Ballards Lane, London, N12 8LY has confirmed that he is qualified to act as an insolvency practitioner in relation to the Company's affairs. (e) Fees and expenses of Joint Administrators and Supervisor (i) It is proposed that the balance of fees due to the Joint Administrators should be paid as costs of the Voluntary Arrangement, together with reimbursement of all costs and expenses (such costs and expenses including, for the avoidance of doubt, their legal expenses in acting as Joint Administrators Such fee, costs and expenses will be borne by the Company. (ii) As the Proposals have been prepared by the Joint Administrators, and implementation should follow approval shortly afterwards, costs of the Supervisor should be minimal. Should it be necessary for the Supervisor to become involved in implementation of the arrangement due to unforeseen circumstances, it is proposed that the Supervisor will be remunerated by the Company on a time basis together with VAT and disbursements (including, for the avoidance of doubt, legal fees) having regard to the following matters: (1) the complexity or otherwise of the case; (2) any respects in which, in connection with the Arrangement there falls on the Supervisor any responsibility of any exceptional kind or degree; (3) the effectiveness with which the Supervisor appears to be carrying out, or to have carried out, his duties as Supervisor; and (4) the value and nature of the assets with which the Supervisor has to deal. (f) General (i) The Debenture Holders have confirmed to the Company that, following acquisition of the chess business and the issue of the New Shares, they will release the debentures granted by the Company. (ii) The Company's assets and liabilities as at July 30, 2003 are as recited in the statement of affairs set out in Appendix 3. (iii) The Company's secured creditors are as detailed in Appendix 4. (iv) The entitlement to New Shares of each class of creditor under the Proposal so far as known to the Directors is set out in Appendix 5. (v) A number of the assets employed in the Company's business are leased items to which the Company does not have title. These items are essential to the continuance of the Company's business and will be retained on lease. (vi) No distraints have been levied on any of the assets belonging to the Company and, so far as the Directors are aware, no other legal proceedings have been issued against the Company. (vii) There are no creditors whose claims are preferential, as defined in Schedule 6 of the Act other than as set out in clause 6.15 below and notwithstanding any other provision of this Proposal such preferential creditors will be paid in full at the same time as the Cash Dividend is paid. (vii) There are no creditors of the Company who are connected persons within the meaning of section 249 of the Act other than the Directors, as mentioned above, and they being unsecured creditors will be treated in the manner as set out in paragraph 3.1 of this Proposal. (ix) To the best of the knowledge of the Directors there are no circumstances giving rise to the possibility, in the event that the Company should go into liquidation, of claims under the following sections of the Act: (1) section 238 (transactions at an undervalue); (2) section 239 (preferences); (3) section 244 (extortionate credit transactions); and (4) section 245 (invalid floating charges). (x) No guarantees have been given in respect of any of the Company's liabilities. (xi) No further guarantees or other security will be given by the directors, shareholders or any third party in relation to the Arrangement or the debts owed to creditors although this will not preclude the Company from granting security to any person granting facilities or credit to the Company after the Proposal is approved. (xii) Apart from the loan from DH2 referred to above, no material further credit facilities are intended prior to completion of the arrangement. (xiii) This Proposal shall be subject to such modifications or conditions as the court may approve or impose. (xiv) The E C Regulation applies to this arrangement. The Company's center of main interest is in England. These are main proceedings as defined by Article 3 of the E C Regulation. (xv) The Company's preferential creditors are: Name Address Amount ------ --------- -------- GBP H M Customs and Excise The Voluntary Arrangements Service 40,458 Durrington Bridge House Barrington Road Worthing BN12 4SE Inland Revenue The Voluntary Arrangements Service 14,277 Durrington Bridge House Barrington Road Worthing BN12 4SE ______ Total GBP54,735 --------- (xvi) The Additional Terms shall apply to this Proposal in accordance with their terms. The Administrators have included in this Proposal all of the information required to be disclosed pursuant to the Act and the Rules. The information contained herein and in the statement of affairs set out in Appendix 3 concerning the Company's assets and liabilities is, to the best of the knowledge, information and belief of the Directors, correct. Dated December 23, 2003 Signed by Lane Bednash - Joint Administrator To view attachments: http://bankrupt.com/misc/Einstein_Group_Proposals.htm EQUITABLE LIFE: Disposal Under Consideration -------------------------------------------- Equitable Life Chairman Vanni Treves said he will review a possible sale of the troubled insurer once the dust of its legal battle with its former directors and auditor settles down, according to The Times. The mutual is pursuing a GBP5.8 billion case of negligence against 15 former directors and auditor Ernst & Young. Mr. Treves is confident they could settle the legal action, after which, which a stable finances, he will examine a possible sale, or a merger. He expects to reach an out-of-court settlement by as early as the end of the year. He said the company's board would look at a sale, among other options, once fundamental uncertainties were removed, according to the report. The concern is also understood to mean the insurer's response to the Penrose report into its near-collapse. The Lord Penrose report is likely to be published within weeks. The possible sell-off process would be the second since the House of Lords issued a ruling in 2000 that force the company to honor a GBP1.5 billion-promise to guaranteed policyholders. The talks fell through after would-be buyers Prudential and AMP were scared off the firm's potential liability. ICELAND: Managing Director Mike Coupe to Leave Firm --------------------------------------------------- Mike Coupe is to resign as director of Big Food Group and managing director of struggling frozen food retailer Iceland in September. Bill Grimsey, chief executive of Big Food Group, which owns Iceland, said: "Mike Coupe felt his long-term future is outside the group. He has presided over an enormous amount of change at Iceland." Mr. Coupe worked on replacing the company's promotional offers and traditional "buy one, get one free" offer with an everyday- low-price format hoping to increase Iceland's sales. But the scheme did not work as expected. Rhys Williams, an analyst at Seymour Pierce, commented: "While he was not 100% successful, the company is certainly turning in the right direction and this could be used as a good springboard to go on to something else." Iceland said sales rose 1.2pc in the 13 weeks to December 26, and improved 1.9pc in the five weeks to January 2. LEEDS UNITED: Ex-chairman May Rescue Club from Administration ------------------------------------------------------------- Former Leeds United PLC chairman Allan Leighton poses as the next possible rescuer of the football club in the short term, according to the Mirror. With Sheikh Abdul Mubarak Al-Khalifa's takeover plans yet without funding, his is the most visible option so far. The report said he is close to concluding a short-term rescue plan. According to the report, Leighton held talks with Leeds officials Tuesday, and is trying to find cash to pay creditors. The Yorkshire team might fall into administration unless it agrees a settlement with banks before the January 19. It might, however, offload star names such as Alan Smith, Paul Robinson and Mark Viduka to escape the prospect. NTT DOCOMO: Liquidates Foreign Subsidiaries ------------------------------------------- NTT DoCoMo, Inc. liquidated DCM Capital USA (U.K.) Limited and DCM Capital TWN (U.K.) Limited, each of which is a wholly owned subsidiary of DoCoMo, and Taiwan DoCoMo Limited, the wholly owned subsidiary of DCM Capital TWN (U.K.) Limited. Details of the decision are: (a) Outline of the Subsidiaries (1) DCM Capital USA (U.K.) Limited Company name: DCM Capital USA (U.K.) Limited Address: 5th Floor Landsdowne House, 57 Berkley Square, London, W1J 6ER, United Kingdom Representative: Masayuki Hirata Business: Intermediate holding company to hold shares of AT&T Wireless Services, Inc. ('AT&T Wireless') Date established: December 2000 Capital: US$10,219,565,367 Number of shares issued: 10,219,565,367 shares Fiscal year-end: December 31 Number of employees: None Major business partner: None Shareholders: 100% owned by DoCoMo (2) DCM Capital TWN (U.K.) Limited Company name: DCM Capital TWN (U.K.) Limited Address: 5th Floor Landsdowne House, 57 Berkley Square, London, W1J 6ER, United Kingdom Representative: Masayuki Hirata Business: Intermediate holding company to hold shares of KG Telecommunications Co., Ltd. ('KGT') Date established: December 2000 Capital: US$587,758,625 Number of shares issued: 587,758,625 shares Fiscal year-end: December 31 Number of employees: None Main trading partner: None Shareholders: 100% owned by DoCoMo (c) Taiwan DoCoMo Limited Company name: Taiwan DoCoMo Limited Address: 10th Floor, No.201-2, Tun Hua North Road, Shun Shan District, Taipei, Taiwan Representative: Tatsu Kono Business: Management of investment Date established: January 2001 Capital: NT$7,320,462,480 Number of shares issued: 732,046,248 shares Fiscal year-end: December 31 Number of employees: None Main trading partner: None Shareholders: 100% owned by DCM Capital TWN (U.K.) Limited (b) Reasons for Liquidation (1) DCM Capital USA (U.K.) Limited DCM Capital USA (U.K.) Limited was established as an intermediate holding company in the United Kingdom to hold the shares of AT&T Wireless when DoCoMo invested in AT&T Wireless. In order to reduce operational costs, DoCoMo decided to liquidate the intermediate holding company and hold AT&T Wireless shares directly. (2) DCM Capital TWN (UK) Limited DCM Capital TWN (U.K.) Limited was established as an intermediate holding company in the United Kingdom to hold the shares of KGT when DoCoMo invested in KGT. In order to reduce operational costs, DoCoMo decided to liquidate the intermediate holding company and hold KGT shares directly (shares of FarEastone Telecommunications Co., Ltd., after the planned share exchange). (3) Taiwan DoCoMo Limited Taiwan DoCoMo Limited was established as an intermediate holding company in Taiwan to hold the shares of KGT when DoCoMo invested in KGT due to a foreign ownership rule in Taiwan that limited foreign investors' direct ownership of telecommunications carriers in Taiwan. As the telecommunications law in Taiwan was later revised to relax the foreign ownership limitation, DoCoMo decided to liquidate the intermediate holding company and hold KGT shares directly (FET shares, after the planned share exchange). (c) Schedule Each liquidation is expected to be completed during the fiscal year ending March 31, 2005. (d) Impact on DoCoMo's Results of Operations The liquidation is not expected to have significant impact on DoCoMo's consolidated or non-consolidated results of operations. The liquidation does not affect the forecast of DoCoMo's results of operations for the fiscal year ending March 31, 2004. About NTT DoCoMo NTT DoCoMo is the world's leading mobile communications company with more than 47 million customers. The company provides a wide variety of leading-edge mobile multimedia services. These include i-mode(R), the world's most popular mobile Internet service, which provides e-mail and internet access to over 40 million subscribers, and FOMA(R), launched in 2001 as the world's first 3G mobile service based on W-CDMA. In addition to wholly owned subsidiaries in Europe and North and South America, the company is expanding its global reach through strategic alliances with mobile and multimedia service providers in Asia- Pacific, Europe and North and South America. NTT DoCoMo is listed on the Tokyo (9437), London (NDCM), and New York (DCM) stock exchanges. For more information, visit http://www.nttdocomo.comi-mode and FOMA are trademarks or registered trademarks of NTT DoCoMo, Inc. in Japan and other countries. NTT DoCoMo's FOMA service is available only to subscribers in Japan. CONTACT: NTT DOCOMO, INC. Public Relations Department Susumu Takeuchi Phone: +81-3-5156-1366 (9:30-19:00 Japan Standard Time) Fax: +81-3-5501-3408 E-mail: press_dcm@nttdocomo.com Home Page: http://www.nttdocomo.com OCEAN FRONTIER: Receivers Seek Buyer for Business ------------------------------------------------- Receivers KPMG were called in last week for the GBP2.5 million Ocean Frontier complex at Fort William. The fall came despite the GBP700,000 ploughed into underwater diving center and tourist attraction by the government. The receivers blamed the center's troubles in overspending and a near two-month delay in completing the Ocean Frontier visitor attraction. By last night, 25 people of the company's 72 staff in Aberdeen and Fort William have been made redundant. Ocean Frontier's owner, Aberdeen-based sub-sea group Stenmar Engineering, is also in trouble. It is understood to have debts totaling more than GBP3 million. According to the report, the Lochaber Enterprise, the local development agency, had invested GBP475,000 to buy shares in the business. It also awarded Stenmar a grant package in 2002 worth GBP232,800, including GBP61,000 from the European Regional Development Fund, to develop a multi-million pound manufacturing and research center and the Ocean Frontier visitor attraction. Receivers are currently looking for a buyer for Ocean Frontier, and Underwater Center, its professional diving unit. Charlotte Wright, the agency's acting chief executive, said: "We understand that the receiver is hopeful that the business can be sold as a going concern. PANTHERIX: Sells Laboratory Equipment Online -------------------------------------------- European Venture Partners, one of Pantherix's shareholders that leased kit to the company, has demanded the sell-off of laboratory equipment by the biotechnology firm. The process will se Pantherix's centrifuges, pipettes, PCs and laser printers go on sale on line until Thursday, according to the Scotsman. European Venture Partners was able to motion for an equipment sale after the cash-strapped antibiotics outfit was released in its lease on its headquarters in the West of Scotland Science Park. It moved to smaller premises on the same park, and is outsourcing work for the meantime. In October, the company dismissed 20 people after failing to raise GBP15 million needed to continue the development of its lead drug intended to fight lung infection. Interim Chief Executive Sandy McDougall said he is currently holding merger talks with "a few companies" from outside Scotland. According to the report, a source at Merlin Biosciences, one of Pantherix's backers said: "We are not in a position to make a statement about this. There is nothing concrete going in terms of merger talks with Pantherix." PPL THERAPEUTICS: Continues Disposal Program -------------------------------------------- The creator of the cloned sheep Dolly, PPL Therapeutics, is to auction its embryo research kit on Wednesday, according to The Scotsman. PPL Therapeutics is currently winding up, and has raised some GBP1.24 million by disposing labs and offices at its Midlothian base. Last month, the company raised GBP169,000 from the sale of laboratory equipment. The cloning technology that created Dolly was sold for GBP760,000 to American life sciences firm. CONTACT: PPL THERAPEUTICS PLC Chris Greig, Chairman Lindsay Dunsmuir, Chief Financial Officer Phone: 0131 440 4777 Alistair Mackinnon-Musson Philip Dennis Hudson Sandler Phone: 020 7796 4133 E-mail: ppl@hspr.co.uk ********* 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 2004. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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