/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/040116.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 Friday, January 16, 2004, Vol. 5, No. 11 Headlines B E L G I U M REAL SOFTWARE: Potential Investor Performs Due Diligence F I N L A N D FINNAIR OYJ: Posts Latest Passenger, Cargo Traffic Data F R A N C E ALCATEL: Divests Battery Manufacturing Business for EUR390 Mln ALSTOM SA: Wins EUR235 Million Contract to Supply Trainsets SUEZ GROUP: Ends Unsustainable Service Contract in Puerto Rico G E R M A N Y DRESDNER BANK: Fires Swiss Director Accused of Fraud MG TECHNOLOGIES: Subsidiary Acquires Dutch Refrigeration Firm H U N G A R Y K&H BANK: To Pull out Exchange Booth Operations I T A L Y ALITALIA SPA: Strike to Protest Restructuring May be Deferred PARMALAT FINANZIARA: Lenders' Ratings Unaffected by Exposure PARMALAT FINANZIARIA: Nextra Demanded Bond Buyback, Says Founder PARMALAT FINANZIARIA: Citigroup's Invoices Under Investigation N O R W A Y ASSURANCEFORENINGEN SKULD: Rated 'BB+'; Outlook Stable FJORD SEAFOOD: Extraordinary General Meeting Set January 28 S W I T Z E R L A N D ADECCO SA: Shine Returns Despite Uncertainty over Audit Result U N I T E D K I N G D O M AMP LIMITED: Financial Services Unit Reports Encouraging 2003 BAE SYSTEMS: Govt Might Award GBP13 BB Contract to Rival BIRMINGHAM PLASTICS: New Owner to Rehire Former Employees EGG PLC: Prudential to Dispose Majority Shareholding INMARSAT VENTURES: Rated 'BB-' on High Leverage; Outlook Stable JOHN DAVID: Encouraged by Upbeat Christmas Trading LAURA ASHLEY: Improves After Exit from Continental Europe LILLEY CONSTRUCTION: Directors Put Firm Under Administration MATALAN PLC: Market Environment Continues to be Difficult MINORPLANET SYSTEMS: New GBP2.5 MM Loan Facility Underway MOTHERCARE PLC: Reports Stronger than Expected Trading ********* ============= B E L G I U M ============= REAL SOFTWARE: Potential Investor Performs Due Diligence -------------------------------------------------------- During the last two years, the Real Software Group has had numerous discussions with investors who have expressed interest in acquiring a significant stake in the company. On Wednesday, the Board of Directors confirmed that an investor is currently performing a due diligence on the company, after initial discussions with the company's management and the banking consortium. Parties involved prefer to discreetly explore all avenues. The company will immediately inform the market if the present due diligence effort would lead to a binding offer that would have to be submitted to the shareholders and the banking consortium. Of course, the company cannot engage its shareholders or the banking consortium. However, any important change with regard to the company will be communicated at the appropriate time through the appropriate channels. About Real Software Real Software was established in 1986. In 2002, a group turnover of EUR179.6 million was generated, with an operating profit (EBIT) of EUR14 million, representing an EBIT margin of 7.8%. The Real Software Group currently has 1,533 employees. Since 2002, the group's organization has been based around four divisions: Banking & Insurance, Industry (formerly Manufacturing & Maintenance), Business & Government and Retail It offers a comprehensive range of software services, from the development and implementation of in house products, tailor-made projects and outsourcing through to advice, implementation and sales of products produced by other companies such as SAP, JD Edwards, Oracle, Microsoft Navision and Microsoft Axapta. The company exports Belgian technology to a number of countries, including Luxembourg, the Netherlands, France, Germany and Switzerland. Its customer portfolio includes companies such as Du Pont de Nemours, Carrefour, Johnson & Johnson, Merck Sharp & Dohme, Biogen, Renault, STIB-MIVB, the Paris Metro, TF1, EDF - Electricite de France, SNCF, PTT Post, NedCar, Philips, Bandag, Goodyear, KBC Bank and Fortis Bank. You can find more information at http://www.realsoftwaregroup.com CONTACT: REAL SOFTWARE Dina Boschmans Corporate & Marketing Communications Manager Prins Boudewijnlaan 26, 2550 Kontich Mobile: +32.475.48.26.93 Phone: +32.3.290.23.11 Fax: +32.3.290.23.00 E-mail: Dina.Boschmans@realsoftware.be Theo Dilissen, CEO & Managing Director Direct: +32.3.290.25.30 Mobile: +32.477.619.682 ============= F I N L A N D ============= FINNAIR OYJ: Posts Latest Passenger, Cargo Traffic Data ------------------------------------------------------- In December, demand showed positive growth figures in every traffic area in scheduled traffic; total scheduled RPK's increased by 19.6% while 450,500 passengers were carried in scheduled traffic (+5.5%). Passenger load factor was 3.8 percentage points higher than in December a year ago. The total demand (RPK's) in both scheduled and leisure traffic increased by 9.0%, while the capacity (ASK) was up by 6.3%, resulting in a passenger load factor (including leisure flights) of 74.4%, 1.9 points higher than last year. In December 2003 Finnair carried a total of 542,500 passengers, which is 3.6% more than last year. Cumulative January-December total traffic (RPK) was 1.1% over 2002 level on a capacity increase of 4.4%. Passenger load factor was 69.6% (-2.3% points). Total number of passengers carried was 6,849,100 (-3.5%). Iraqi war lowered demand during the first quarter. The second quarter was damaged by the Asian SARS epidemic. Gradual recovery took place during the third quarter. In the last quarter of 2003, Finnair launched a new pricing structure and 80th anniversary campaign. During the last months of the year, hard price competition derived from over-capacity within the industry heavily pressed average prices. Departure punctuality of scheduled flights was 82.1% (based on a fifteen minute standard), 3.7% points lower than in December 2002. Including leisure flights, departure punctuality was 81.0% (-3.9 p.p.). As from January 2003 the traffic performance report also includes the figures of Finnair's associated company Aero Airlines AS, to which Finnair handed over most of its Helsinki-Tallinn operations in June 1, 2002. In December, Aero carried 9,700 passengers (-0.5%) with a PLF of 50.2% (-8.5 points). Finnair acquired 85% share in the Swedish airline named Nordic Airlink in November 2003. During its first full operating month December, the company operating with a low-cost concept carried 43,400 passengers on its Stockholm-based routes to Oslo, Copenhagen and Lulea. As of the beginning of 2004, the number of Nordic Airlink passengers will be included in the grand total passenger figure of Finnair Group. The first traffic performance report with this formula will be released in February covering figures from January 2004. Due to the introduction of a new fare concept in September, business class volumes are no longer reported. Customer behavior and earnings logics have undergone significant changes, and comparisons to earlier traffic data are no longer relevant. Scheduled traffic In scheduled traffic (international + domestic), revenue passenger kilometers increased by 19.6%. The change in capacity was +12.6%. Passenger load factor was 66.2%, 3.8 percentage points higher than last year. In scheduled international traffic, total number of passengers was up by 8.6%. Capacity in ASKs was +14.6%, while RPKs increased by 22.7%. In European scheduled traffic, ASKs increased by 4.0%, and as RPKs increased by 6.6%, the passenger load factor was 57.0%, up 1.4 points from previous year. In North Atlantic scheduled traffic, capacity increased by 10.6%, partly due to introduction of Miami flights on 23rd of October. Change in RPKs was +34.0%, and passenger load factor for December was 82.1%, 14.4 points higher than previous year. In Asian scheduled traffic, capacity increase was 33.1%, due to addition of Shanghai flights in 02 September, and Osaka flights since June. The passenger traffic was up by 38.5%. Passenger load factor was 78.3%, 3.0 percentage points up. Domestic scheduled traffic increased by 2.0% on a capacity increase of 2.8%. Passenger load factor decreased by 0.4 percentage points to 55.5%. Leisure traffic ASKs for leisure traffic decreased in December by 5.3%, and RPKs decreased by 4.2%, resulting in a passenger load factor of 92.0%, 1.1 points higher than last year; 92,100 passengers were carried in leisure traffic (-4.7%). Cargo Cargo traffic increased by 11.0% in terms of cargo tonnes carried. Growth in scheduled traffic was 18.0%. Increase in Asian traffic was 45.3%, in European traffic 4.9%. In North-Atlantic traffic cargo volume decreased by 4.1%. Cargo traffic carried on chartered cargo flights decreased due to capacity cuts. Complete traffic statistics available at http://www.finnairgroup.com/group/konserni_6.html ***** In December, the company said result excluding capital gains improved to EUR5.3 million in the third quarter from last year's EUR1.9 million- loss. Turnover fell by 4.8% to EUR385.2 million. Despite the growth in demand, the result for the whole year is expected to be clearly in the red. Unit revenues on flight operations declined by 6.8% and unit costs by 10.8%. =========== F R A N C E =========== ALCATEL: Divests Battery Manufacturing Business for EUR390 Mln --------------------------------------------------------------- Alcatel [Moody's, B1] completed the transaction to sell Saft, a subsidiary specializing in batteries, to Doughty Hanson for EUR390 million. Saft is the leading manufacturer of industrial and specialty batteries employing 4,000 people in 14 sites worldwide. For Alcatel, this agreement is an additional step in focusing on its core business, the development and deployment of telecommunications systems and services. This disposal will be booked as a discontinued operation for 2003. The proceeds of the transaction will be booked in 2004. This acquisition is Doughty Hanson's first private equity investment in France, following Yann Duchesne's appointment to run its Paris office in 2003. About Alcatel Alcatel provides communications solutions to telecommunication carriers, Internet service providers and enterprises for delivery of voice, data and video applications to their customers or to their employees. Alcatel leverages its leading position in fixed and mobile broadband networks, applications and services to bring value to its customers in the framework of a broadband world. With sales of EUR16.5 billion in 2002, Alcatel operates in more than 130 countries. About Doughty Hanson and Co Doughty Hanson & Co is an independent fund management company with offices in London, New York, Chicago, Frankfurt, Milan, Munich, Paris, Prague and Stockholm. Its pan-European and regional strategy was reinforced in January this year when it announced the appointment of Yann Duchesne as Managing Director for France and the opening of its Paris office. Doughty Hanson believes the enterprise culture in France is now firmly established, making conditions for private equity investment very attractive. Doughty Hanson & Co has 25 investment professionals in its private equity unit overall. Its partners have had many years' experience in the successful management of international private equity funds and have led and arranged a number of the largest European acquisitions, having completed transactions valued in excess of US$16 billion. The five original partners have worked together since 1985. About Saft Saft is a leading, high-end battery manufacturer that operates through three divisions -- industrial battery group, specialty battery group and rechargeable battery systems. It is headquartered in Paris and has industrial plants in France, the U.K., the United States, Germany, Sweden, Czech Republic and Israel. It employs over 4,000 people worldwide. ALSTOM SA: Wins EUR235 Million Contract to Supply Trainsets ----------------------------------------------------------- SNCF (Societe Nationale des Chemins de Fer), France's national railway, has confirmed a new order worth EUR310 million for TGV Duplex trainsets. The order is part of a master agreement signed in October 2000. The agreement calls for 82 TGV Duplex trainsets, to be supplied by a partnership of Alstom and Bombardier, led by Alstom. The current order calls for seven complete dual-voltage trainsets and 15 sets of eight railcars. Alstom's share of the order is EUR235 million. Andre Guyvarc'h, president of Alstom Transport France, said: "We are delighted that SNCF has confirmed its confidence in Alstom with this follow-on order, and that Alstom will be able to continue to contribute to the success of the TGV in France and in Europe." Mireille Faugere, SNCF's Travel Director France Europe, said: "This new order for TGV Duplex trains will enable us to increase our offer considerably on several rail links towards the south west of France and to reinforce the success of the TGV which has carried over one billion passengers since 1981." Alstom facilities in Aytre (near La Rochelle), Belfort, Le Creusot, Ornans, Tarbes and Villeurbanne will be involved in the realization of the project. CONTACT: ALSTOM S.A. Press relations S. Gagneraud/G. Tourvieille Phone: +33 1 47 55 25 87/23 15 E-mail: internet.press@chq.alstom.com Investor Relations Phone: E. Chatelain Phone: +33 1 47 55 25 33 E-mail: investor.relations@chq.alstom.com SUEZ GROUP: Ends Unsustainable Service Contract in Puerto Rico -------------------------------------------------------------- In the face of economic conditions considerably different to initial projections and in the context of Suez's action plan for 2003/2004, Ondeo de Puerto Rico has reached an amicable resolution of its water and sanitation services contract with the Puerto Rico government. Ondeo de Puerto Rico and the government of Puerto Rico, through its local water authority, PRASA*, have mutually terminated their Operation & Maintenance contract signed in May 2002, covering the management of the island's water and sanitation services. Despite obtaining significant improvements in the quality of Puerto Rico's water service, both parties were unable to agree on a way to continue the contract in its current form. For Ondeo de Puerto Rico, the unexpected conditions encountered on the island prevented it from generating the level of efficiency gains expected for this type of contract. From April 1, 2004 onwards**, the relevant public authorities will resume responsibility for the management of water and sanitation services on the island, assisted by Ondeo de Puerto Rico. Eric de Muynck, Chairman of Ondeo de Puerto Rico, on behalf of his colleagues, expressed their satisfaction they had experienced in carrying out their daily activities: "This decision does not alter the positive results achieved over the past 18 months with PRASA. Nevertheless, the operating difficulties we have experienced are incompatible with the Group 's long-term economic criteria. As we do not have the means to implement the usual measures to address this issue, it is no longer possible for us to continue running this contract." Within the framework of Suez's 2003-2004 action plan, the Group set down increased profitability criteria and reduced risk objectives. The decision to terminate the Ondeo de Puerto Rico contract underlines the Group's determination to renegotiate or dissolve contracts if their economic balance cannot be sustained in a durable manner. * Puerto Rico Aqueduct & Sewer Authority ** A transition period is planned from January 16 to March 31, during which Ondeo de Puerto Rico will maintain full responsibility for the island's service and ensure an orderly transition with the new authorities. ============= G E R M A N Y ============= DRESDNER BANK: Fires Swiss Director Accused of Fraud ---------------------------------------------------- Dresdner Bank AG has dismissed the deputy director of its Swiss unit who had been accused of deceiving the bank in transactions involving millions of euros, bank Spokesman Dominique Franz told the Associated Press Tuesday. The unnamed deputy director was fired after Dresdner, a unit of Allianz AG Holding, investigated the loss of some amount in November. He is now facing criminal charges, according to the spokesman. The bank assures the customers affected had been informed and had not suffered any losses. The bank recorded a loss before taxes of EUR433 million in the first nine months. This includes other expenses amounting to EUR81 million and restructuring charges of EUR282 million. MG TECHNOLOGIES: Subsidiary Acquires Dutch Refrigeration Firm ------------------------------------------------------------- Following the decision taken by mg technologies ag on October 2 last year to refocus its strategy, its Bochum-based subsidiary GEA is now continuing to optimize its portfolio of holdings. Retroactively January 1, the company will acquire Goedhart Holding BV, which is headquartered in the Netherlands. The transaction is still subject to approval by the antitrust authorities and to the relevant Dutch legal procedures. The parties to the deal have agreed not to reveal the purchase price. The acquisition of Goedhart will enable GEA to strengthen its core process engineering business in the field of industrial refrigeration. Goedhart manufactures and sells customized air coolers, heat exchanger coils, and condensers for industrial refrigeration. It employs roughly 240 people at its two sites in the Netherlands and the Czech Republic. In fiscal 2002, Goedhart generated good profitability on sales of EUR28.6 million. Although the company chiefly operates in Western Europe, its sales in Eastern Europe are growing. GEA already occupies a leading position in the market for standardized air coolers for refrigeration. By acquiring Goedhart, the GEA Refrigeration Division will become market leader in the field of air coolers for refrigeration in Europe. Three months after mg technologies ag announced plans to focus on specialty mechanical engineering -- especially process engineering and components -- and on plant engineering, the purchase of Goedhart is the first such acquisition within the GEA Group, which will form the core of the new mg and generate roughly 80 percent of its value added in the future. In order to further optimize its portfolio, GEA has sold its non-core French subsidiary Rapidcharge Frigofrance SAS to the French Cinetic Group, a supplier to the automotive industry. The deal was closed effective December 22, 2003. The parties to the transaction have agreed not to reveal the purchase price. Rapidcharge Frigofrance, based in Nantes, successfully develops, produces and markets filling systems for the automotive industry. The company reported sales of roughly EUR26 million in 2003 and employs around 130 people. Rapid charge Frigofrance formed part of the GEA Refrigeration Division, a global market leader in the field of industrial refrigeration. "In 2003 we implemented a number of measures aimed at transforming mg into a focused organization with sustainable profitability. By selling Rapidcharge, we are disposing of a non-core activity from GEA's portfolio", explained Udo Stark, CEO of mg technologies ag, in Frankfurt. "In addition, the acquisition of Goedhart will enable us to broaden GEA's portfolio in the fast-growing refrigeration segment. By extending the GEA Group's product range and strengthening the sales and marketing organization of its refrigeration business, we are further enhancing its already strong global market position," concluded Mr. Stark. ============= H U N G A R Y ============= K&H BANK: To Pull out Exchange Booth Operations ----------------------------------------------- K&H Bank Rt will no longer continue with its prosperous local street level currency exchange business, Budapest Business Journal said. Observers say the decision may have been influenced by the bank's attempt to save its reputation following various money laundering scams, according to the report. K&H Equities, the bank's brokerage business, suspended operations in July after discovering that one of its brokers was involved in fraudulent transactions that police say totaled HUF10 billion. K&H bank's recent move is expected to leave some 200 Hungarian currency exchange booth operators without a partner and possibly without a business. Small exchange kiosk operators are predicted to have a difficult time finding a new partner, a legal prerequisite for staying in business. For K&H's largest partner, Exclusive Change, the task is easier. It has already received an offer from several other banks according to Director Gyula Madarasz. ========= I T A L Y ========= ALITALIA SPA: Strike to Protest Restructuring May be Deferred ------------------------------------------------------------- Alitalia S.p.A. labor unions may yet postpone their threatened strike on January 19, but they vowed to stage it at a later date. Workers are opposed to the company's restructuring plan, which calls for 1,800 job-cuts. The Transport Minister, Piero Lunardi, has appealed to the eight unions at the company to revoke or at least postpone the strike. UIL Transport national secretary, Guido Moretti, clarified the postponement in an interview with Agencia Giornalista Italia: "We have asked for time to decide on a possible postponement of the strike, but we have said nothing about calling it off." Several union sources on Tuesday said they were still watching how the wave of strikes among the public transport sector in Milan would develop before deciding whether to 'infect' air transport workers. Should they postpone the strike it should be taken only as a "good gesture" towards the government, they said. PARMALAT FINANZIARA: Lenders' Ratings Unaffected by Exposure ------------------------------------------------------------ Fitch Ratings says a preliminary evaluation of the EUR2.0 billion owed to banks by Parmalat, which filed for insolvency on December 23, 2003, is widely dispersed enough not to materially affect the banks' credit ratings. Given Parmalat's last published (end-September 2003) borrowings of EUR8.9 billion, of which banks were owed EUR2.0 billion, a significant number of financial institutions hold some exposure to the group's companies, and are required to recognize losses thereon. However, on the basis of current information, Fitch believes that the exposure is sufficiently dispersed, so that losses in isolation are not likely to affect current credit ratings, even assuming write-downs of 100%. The balance of published indebtedness is in the form of bonds (EUR5.8 billion) and convertibles (EUR1.2 billion). These capital market instruments were underwritten and placed with investors by a range domestic Italian, European and U.S. commercial/investment banks. Fitch understands that relatively little of this exposure remains on the books of these banks. Where such exposure does remain, at least partial protection through the credit derivatives market is likely to reduce the eventual loss. Banks have also been involved in equity underwritings for Parmalat, and have acted for Parmalat in an advisory capacity regarding M&A and other corporate activity. The extent to which any of these institutions might face litigation as a result of their involvement with Parmalat is impossible to quantify at this point in time. Nevertheless, Fitch does not expect that losses arising from any such litigation would be material enough to impact current credit ratings. Fitch will, however, closely monitor the evolution of any such litigation. In December 2003, Fitch stated that it considered the exposure of Italian banks to Parmalat to be manageable, and that therefore the ratings of Italian banks were not at risk (see press release Fitch considers exposure of Italian banks to Parmalat manageable, December 9, 2003). Since that date, more of the largest Italian banks have publicly disclosed their exposure to Parmalat. In addition, a great deal has been learnt about Parmalat, and how it ran its operations. However, to date, there has been no new information regarding the involvement of Italian banks with Parmalat, which leads the agency to revise its opinion. The main banks which have disclosed their exposure, and the sums involved are: Banca Intesa EUR360 million; Banca Monte dei Paschi di Siena cEUR125 million; Banca Nazionale del Lavoro EUR110 million; Banche Popolari Unite EUR67 million; and Capitalia EUR393 million. PARMALAT FINANZIARIA: Nextra Demanded Bond Buyback, Says Founder ---------------------------------------------------------------- Calisto Tanzi, Parmalat's jailed founder, claimed the Italian dairy giant was forced to buy back EUR300 million (US$380 million) bonds it sold to Nextra, the fund management unit of Banca Intesa S.p.A., La Repubblica newspaper said, according to Bloomberg News. Mr. Tanzi is under investigation by authorities in relation to billions of missing funds in the bankrupt company, and data are taken from the police summary of his questioning. According to the report, Morgan Stanley suggested to Parmalat in June the opening of the talks between Alberto Ferraris, then Parmalat's chief financial officer, and Nextra. Lindsey Harrison, a spokeswoman for Morgan Stanley, said she had no immediate comment on the report. The bonds were sold "at conditions that weren't favorable to us," Mr. Tanzi told magistrates, the report said. The deal was done after Nextra allegedly threatened to make public the rate the company was paying on the bonds. The bonds were bought back in four pieces on Sept. 1, Oct. 13, Oct. 15 and Oct. 17, Intesa Chief Executive Officer Corrado Passera, confirmed to shareholders at a meeting in Milan, a separate report from Bloomberg News said. Banca Popolare di Lodi S.p.A. and Deutsche Bank AG each bought EUR100 million of the bonds. PARMALAT FINANZIARIA: Citigroup's Invoices Under Investigation -------------------------------------------------------------- Citigroup is being investigated for evidences it may have helped Calisto Tanzi, Parmalat's founder, to divert funds from the dairy group to family-controlled companies over the years, the Financial Times reports. According to a person familiar with the case, a Citigroup vehicle that securitizes commercial credit from European companies, was able to buy assets from Tanzi-controlled milk distribution companies that sent false bills to Parmalat. The report cited an information from Moody's website that reveals Eureka Securitization Inc. issued US$4.1 billion of asset-backed commercial paper for various companies. The search for evidences seemed to narrow down towards Carital, a company based in the Dutch Antilles that investigators believe is owned by Mr. Tanzi and relatives. Carital is believed to be the main shareholder in 55 Italian milk distribution companies. According to the report, people close to Citigroup said on Tuesday the bank could consider suing Parmalat, making it the first bank to pursue a case against the Italian dairy food group. It may argue it could have been deceived into potential fraud relating to invoicing over Eureka. =========== N O R W A Y =========== ASSURANCEFORENINGEN SKULD: Rated 'BB+'; Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB+' long-term counterparty credit and insurer financial strength ratings to Olso-based marine insurer Assuranceforeningen Skuld (Gjensidig) (Skuld). The outlook is stable. "The ratings reflect Skuld's weak capitalization and weak --albeit improving -- operating performance," said Standard & Poor's credit analyst Emilie Cohen-Boulakia. "These factors are partially mitigated by Skuld's strong business position through its membership of the International Group of protection and indemnity clubs." The stable outlook reflects Standard & Poor's expectation that capital adequacy will improve to the 'BBB' (good) range within the next three years. Net premiums written are expected to increase in a moderate and controlled manner. Operating performance is also expected to improve, and underwriting results should break even by February 2005. FJORD SEAFOOD: Extraordinary General Meeting Set January 28 ----------------------------------------------------------- An Extraordinary General Meeting of Fjord Seafood ASA will be held on January 28, 2004, at 9.00 a.m. at Felix Conference Centre, Bryggetorget 3, Aker Brygge, Oslo, Norway. The reason for calling the Extraordinary General Meeting is that several shareholders with representation on the Board of Directors have sold their shares in the company. The Board has therefore asked the Election Committee to evaluate the composition of the Board. Agenda: (a) Opening of the General Meeting by the Chairman of the Board, Rolf Domstein. (b) Approval of the list of shareholders entitled to attend and vote, including proxies. (c) Election of a meeting chairman. (d) Election of a person to sign the minutes along with the meeting chairman. (e) Approval of the notice and agenda. (f) Election of new Board members. (g) The Election Committee's recommended Board composition will be sent out as a stock exchange announcement prior to the Extraordinary General Meeting. (h) Election of members to the Election Committee. Please send the registration/proxy form Fjord Seafood ASA, fax +47 22 82 64 51, by no later than 10.00 a.m. on January 23. Oslo, 14 January 2004 Fjord Seafood ASA Rolf Domstein Chairman of the Board ***** Fjord Seafood is burdened with heavy debt and hard times in the seafood business. The company has posted huge losses, but higher prices for salmon recently has given it some relief. CONTACT: FJORD SEAFOOD ASA Beddingen 8, N-0250 Oslo, Norway Phone: +47 22 82 64 50 Fax: +47 22 82 64 51 E-mail: office@fjord.com ===================== S W I T Z E R L A N D ===================== ADECCO SA: Shine Returns Despite Uncertainty over Audit Result -------------------------------------------------------------- Shares in Adecco, the world's largest temporary employment group, recovered almost 19% on Tuesday despite the continuing uncertainty regarding the result of the audit of its 2003 earnings. The shares lost 35% after the firm revealed in a terse statement this week there was unspecified "material weaknesses" in its North American operations and "possible accounting, control and compliance issues" in operations "in certain countries." The rebound came earlier than analysts and investors' expectations, but it did not dispel questions about the unspecified accounting irregularities, according to the Financial Times. The report quoted one leading Swiss banker, who declined to be named, saying Adecco's decision to make its announcement without releasing further details was "incomprehensible." Meanwhile, in the U.S. people close to an internal review at Adecco confirmed that Ernst & Young had last month already expressed concerns about internal controls at Adecco's U.S. division. Ernst & Young is the company's auditor since 2002 after replacing Arthur Andersen. =========================== U N I T E D K I N G D O M =========================== AMP LIMITED: Financial Services Unit Reports Encouraging 2003 ------------------------------------------------------------- AMP Limited announced Wednesday that its AMP Financial Services unit has shown a marked improvement in net cash flows during the second half of 2003. AMP will announce the cash flow figures to financial planner delegates at AMP's 2004 Annual Convention in Sydney. AMP Financial Services Managing Director, Craig Dunn, said that while 2003 net cash flows were lower in line with industry trends, second half net cash flows showed positive trends for the Australian business. "Net cash flows for AMP's contemporary Australian business in the second half of the year, at AUS$956 million, were substantially higher than the first half figures of A$522 million," Mr. Dunn said. "Overall, inflows were up by 14.5% compared with the first half and outflows remain steady. "These are encouraging trends -- the cash flow data demonstrates the resilience in the Australian financial services business and the competitive strength of its business model." Mr. Dunn said that all major contemporary product categories showed growth in inflows in the second half. He said further improvements experienced in the fourth quarter were strengthened by inflows into AMP's new range of wrap products (developed in partnership with Asgard). Mr. Dunn said he expected AMP Financial Services would report net cash flows of more than AU$350 million for the fourth quarter to Plan for Life (which reports retail products, excluding regular premium products and risk products). In the third quarter, Plan for Life reported net inflows of AU$142 million for AMP Financial Services. "We are in good shape coming into the new year to leverage the upswing in investment markets. This is more evidence that AMP Financial Services is delivering on its strategic objectives," Mr. Dunn said. To view financials: http://bankrupt.com/misc/AMP_Financials.pdf CONTACT: AMP LIMITED Level 24, 33 Alfred Street Sydney NSW 2000 Australia ABN 49 079 354 519 Investor Inquiries Howard Marks Phone: +61 2 9257 7109 BAE SYSTEMS: Govt Might Award GBP13 BB Contract to Rival -------------------------------------------------------- Defense company BAE Systems might lose the GBP13 billion-contract to supply the Ministry of Defense with a fleet of new air-to-air refueling aircraft, people in the industry say, according to The Guardian. The sources expect authorities to award the order to a rival European consortium led by EADS and including Rolls-Royce, refueling experts Cobham and French group Thales, the report said. The government, which postponed the decision last month, could announce its verdict soon. It is believed that employment prospects had made a strong influence on the decision. But BAE could further sustain another blow yet. Allan Cook, Cobham chief executive, said the cash-strapped MoD is unlikely to go ahead with the third and final phase of the much-delayed and costly Eurofighter program for which BAE is a lead contractor. BIRMINGHAM PLASTICS: New Owner to Rehire Former Employees --------------------------------------------------------- A sister company of HemoGroup Ltd. has bought the troubled Birmingham Plastics Ltd. from receivers at insolvency experts PKF, according to Evening Mail. The new owner plans to rename the company Birmingham Engineering Plastics Ltd., and recruit most of the employees made redundant before Christmas. So far 21 jobs out of the original 49 have already been reinstalled. According to the report, HemoGroup financial director Barry Robinson said the business provided added capacity, making the group stronger as a whole. This gives them the confidence to be able to meet demand for plastic molding processes, according to him. In line with this, the plant's current one shift was being increased to two. EGG PLC: Prudential to Dispose Majority Shareholding ---------------------------------------------------- Prudential on Wednesday proved true speculations it could sell its stake in loss-making online bank Egg plc. The insurance group said in a statement it was in talks to sell its controlling 79% holding in Egg, but that discussions are still at a preliminary stage. Egg confirmed it was "assisting Prudential regarding a possible transaction." Both did not mention the potential buyer, but the other party is widely believed to be MBNA, the second largest issuer of credit cards in the United States, The Guardian said citing city traders. The Delaware-based group had expressed interest in Egg last year. MBNA failed to return calls seeking for comments, the Guardian said. Egg plc's plan to expand into Europe and the United States had it run into a disastrous decision to buy French online operation Zebank for EUR8 million in 2002. The venture resulted to Egg reporting pre-tax losses of GBP22.8 million for the first half-year, mainly due to slow pickup of business in the French arm. INMARSAT VENTURES: Rated 'BB-' on High Leverage; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' long-term corporate credit rating to U.K.-based mobile satellite services provider Inmarsat Ventures Ltd. (Inmarsat) and to its parent company Inmarsat Investments Ltd. Standard & Poor's also assigned its 'BB-' bank loan rating to the $975 million senior credit agreement contracted by Inmarsat Investments Ltd. The outlook is stable. At the same time, Standard & Poor's assigned its 'B' senior unsecured debt rating to the proposed $375 million notes offering by Inmarsat Finance PLC, a wholly owned subsidiary of Inmarsat Group Ltd., which is the parent company of Inmarsat Investments Ltd. "The ratings on Inmarsat reflect its position as a highly leveraged, but leading operator in the niche mobile satellite communication services industry," said Standard & Poor's credit analyst Leandro de Torres Zabala. Inmarsat is particularly strong in the provision of data and voice communication services to the maritime sector, supported by its historic role as the sole provider of communication and safety services, and of data services, due to its status as the only global mobile satellite communication services operator that can transmit at speeds of significantly more than 10 kilobits per second. These benefits are mitigated by Inmarsat's high leverage and exposure to a five-year volume-based price discount agreement with five distributors that account for more than 80% of sales. Although Inmarsat operates in an industry that is characterized by high barriers to entry, the industry also has high operating risk, capital intensity, and is experiencing a strong erosion of voice services in favor of new growth opportunities in higher bandwidth services. Inmarsat is highly leveraged resulting from the acquisition on Dec. 17, 2003, of Inmarsat's share capital by a consortium of funds led by Apax Partners Worldwide LLP and Permira Advisers Ltd. The group's leverage is expected to increase in 2004 and 2005 from the remaining investment in the renewal of its satellite fleet. "Inmarsat is expected to successfully put in orbit its two new Inmarsat 4 satellites in order to defend its revenue and cash flow bases from increasing competitive pressures," added Mr. de Torres Zabala. "This should help the company to adequately service its high debt levels, secure adequate liquidity at all times, and maintain ample headroom under its covenants." Inmarsat is also expected to maintain a controlled financial policy allowing for increased gearing to complete its Inmarsat 4 satellite program during 2004 and 2005, followed by debt reduction. JOHN DAVID: Encouraged by Upbeat Christmas Trading -------------------------------------------------- Since The John David Group PLC reported its interim results on October 9, 2003, trading results have continued to improve against the equivalent prior year period. JD has experienced three very distinct phases in the eight week Christmas trading period to January 3, 2004: (a) a strong performance in November at least partially attributable to the Muslim festival of Eid occurring then rather than in December as it did in 2002; (b) a disappointing first three weeks in December in line with the published retail footfall surveys showing lower than expected activity on the high street; and (c) a strong final few days before Christmas followed by a very strong sale period starting on Boxing Day. Overall in the eight-week period to January 3, 2004, John David has achieved: (a) a 2.1 % increase in actual sales over the prior year (b) a 3.7% increase in like for like sales over the prior year (c) a 0.6% increase in gross margin over the prior year though less than the expected increase. Whilst gross margins have improved over last year in the period, the fact that the full Christmas boost in sales came later than anticipated, and was more skewed to the sale period, has led to a lower than expected margin being achieved over the full period. Given the above and quiet trading in the last few days, the Group result for the year ending January 31, 2004 is unlikely to exceed the low end of market forecasts. During the period since October, we have made further substantial progress in delivering our strategic plan to concentrate on fewer fascias (JD, Nike, Open, Size? and Athleisure). The store closure plan is proceeding ahead of schedule and almost 40 underperforming stores will have been closed and disposed of since February 1, 2003, the start of the current financial year. Following the appointment of Roger Best as Executive Chairman, and now that the business turnaround is well underway, John Wardle and David Makin, the co-founders of the Company, have decided to relinquish their remaining executive functions. They now become non-executive directors of the Group. John Wardle commented: "David and I are both proud of what the many years' of hard work have achieved at John David. The time is now right both from the business' point of view and our own to take the decision to step down from our executive roles". Roger Best, Executive Chairman, said: "Largely due to John and David's efforts, John David is one of the U.K.'s retail success stories and, with the plans that we have in place, I am confident we will take the Group to new heights. The positive Christmas trading period just ended is a key milestone." CONTACT: THE JOHN DAVID GROUP PLC Phone: 0161 767 1000 Roger Best (Executive Chairman) Brian Small (Finance Director) HOGARTH PARTNERSHIP LIMITED Phone: 0207 357 9477 Andrew Jaques Tom Leatherbarrow LAURA ASHLEY: Improves After Exit from Continental Europe --------------------------------------------------------- Laura Ashley Holdings plc announces a trading update for the 24 weeks to January 10, 2004. The Company currently has only nine remaining stores operating in Continental Europe, and it is expected that it will have either franchised or disposed of all but two of those by the end of this month. For this reason, this update only covers the continuing retail operations in the United Kingdom. Laura Ashley's Home Furnishings business now represents almost 70% of its U.K. retail turnover. Customers tend to buy furniture outside the Christmas period. Therefore, Christmas trading statistics do not serve as a useful indication of overall trading performance. For this reason it has been decided that it is no longer appropriate for Christmas trading information to be provided to the market. In the 24 weeks to January 10, 2004 total like for like sales in the U.K. were down 0.6%. In Home Furnishings, like for like sales increased 3.1%. Fashion like for like sales decreased 7.8 %. In the 50 weeks to January 10, 2004, total like for like sales in the U.K. were up 1.9%, with Home Furnishings up 4.4% and Fashion down 2.8%. Total U.K. sales to date are in line with the Company's expectations. Over the 50-week period margins have been broadly the same as last year. Ainum Mohd-Saaid, Joint Chief Executive Officer stated: "Although the second half has been difficult, as reflected in the pressure we experienced on our top-line, I am pleased that we have managed to protect our margins through the careful control of our promotional activity, our space maximization program and the continued focus on costs." Rebecca Navarednam, Joint Chief Executive Officer added: "In the longer term, having effectively completed our program to exit from Continental Europe, the Group is well positioned for the future. However, retail markets remain difficult and both the home furnishing and fashion sectors are competitive. Although we remain cautious about the future, Laura Ashley is now in much better shape to compete and, ultimately, to deliver value to its shareholders." CONTACT: Tom Buchanan Brunswick Phone: 020 7404 5959 Katya Reynier Deborah Spencer LILLEY CONSTRUCTION: Directors Put Firm Under Administration ------------------------------------------------------------ Lilley construction, one of Scotland's oldest civil and building engineering contractors, called in administrators from accountancy firm PricewaterhouseCoopers LLP on Tuesday. The company has been trading profitably until its former parent Sunley Turriff went under in July, leaving it with GBP6 million in unpaid debts. Lilley reported a profit of GBP1 million on a turnover of GBP44 million for the year to the end of December 2001. At the end of 2002, draft statutory accounts indicate a profit of GBP500,000 on turnover of GBP45 million, suggesting a tightening squeeze on the operation's margins. Finally, accounts for the 10-month period to October 2003 showed a loss of GBP600,000 on turnover of GBP39 million. Administrators Bruce Cartwright and Laurie Manson were hopeful of a rescue for Lilley. Cartwright said: "We are looking for a quick solution here. We have already been in contact with all of Lilley's major clients and have asked them to give us seven to 10 days to find a solution." He added that the directors themselves requested the appointment of the administrators, with a view to preserving the business and providing continuity for clients. CONTACT: LILLEY CONSTRUCTION 331 Charles Street Glasgow G21 2QA Phone: 0141-552 1355 Fax: 0141-552 2303 MATALAN PLC: Market Environment Continues to be Difficult --------------------------------------------------------- As stated at the time of the trading statement on December 10, 2003, the remaining Christmas trading period and end of season sale activity was critical in determining the outcome for the year. Matalan has continued to experience difficult trading conditions in the intervening period, and began discounting before Christmas. Trading has been: (a) Total sales for the 5-week period to 10th January 2004 were up 5.5% (2003: 15.6%) and like for like down 5.0% (2003: up 1.0%). (b) Cumulative sales for the 19-week period were up 3.3% (2003: 15.4%) and like for like down 6.4% (2003: up 1.6%). (c) Gross margins in the 19-week period were down 1.7% year on year. (d) Despite an earlier and heavier level of markdown than last year, sell through of terminal stocks has been disappointing and additional clearance activity in the balance of year will therefore be undertaken. Matalan now estimates that Group profit before taxation for the full year to February 28, 2004 will be in the range of GBP60 million to GBP70 million. The final outcome is clearly dependent on the level of activity needed to clear terminal stock in the balance of year. John King, Group Chief Executive, said: "This has been a disappointing Christmas for Matalan, and the tough trading conditions experienced in the run up to Christmas resulted in greater discounting than planned. The management team believe the actions needed to correct the stock position are being taken." CONTACT: MATALAN Phone: 01695 552400 John King, Group Chief Executive Phil Dutton, Group Finance Director TULCHAN COMMUNICATIONS Phone: 020 7353 4200 Kirstie Hamilton Celia Gordon Shute MINORPLANET SYSTEMS: New GBP2.5 MM Loan Facility Underway --------------------------------------------------------- Minorplanet Systems plc announced that it had reached agreement with GE, its largest shareholder, on the terms of a GBP2.5 million subordinated loan facility. The first GBP1.5 million of this facility is immediately available with the balance available to be drawn down subject to satisfaction of certain conditions, if required. As announced on December 16, 2003, the Directors continue to evaluate an equity fundraising. Should such an equity fundraising be undertaken any amounts drawn down under the GE facility would be repaid out of the proceeds of such fundraising. The Company's reorganization and overhead reduction plans have been accelerated. It is anticipated that the Company's overhead base will be reduced by more than the GBP6 million previously announced. The Finance Director, David Best has resigned and the search for a replacement is now underway. Rob Kelly, Chief Executive commented, "We are delighted that the Company has secured this facility. The process of reorganization and cost reduction was essential to ensure a move to profitability and cash generation, thereby enabling the Company to plan for future growth in an expanding market. CONTACT: MINORPLANET SYSTEMS PLC Phone: 020 7379 5151 Rob Kelly THE MAITLAND CONSULTANCY Phone: 020 7379 5151 Angus Maitland/Michelle Jeffery MOTHERCARE PLC: Reports Stronger than Expected Trading ------------------------------------------------------ Mothercare provided a trading update for the 13-week period from October 10, 2003 to January 11, 2004. 13 Weeks to 8 Weeks to 5 weeks to 11 January 2004 11 January 2004 14 November 2003 U.K. Store Sales 2.3% 3.3% 0.6% UK Store like-for-like 5.8% 6.5% 4.6% For the 13-week period to January 11, 2004, since the end of the half-year, total U.K. store sales increased by 2.3% compared to the same period last year with U.K. store like-for-like sales up 5.8%. In the key Christmas trading period (the eight week period since the last trading update) U.K. store like-for-like sales were up 6.5% with total U.K. store sales up 3.3%. This improved performance is primarily due to the action taken to improve the design and quality of the product ranges together with a significant increase in product availability. The Direct and International businesses continue to perform well. The gross margin improvement seen in the first half has been sustained. The winter sale has performed well and seasonal stock levels are currently in line with plans. Ben Gordon, Chief Executive said: "We are pleased with how Mothercare has performed over the Christmas period, with strong sales in both our clothing and home & travel ranges. This performance has been achieved by trading at full price in the run up to Christmas together with the improvements we have made to our products and greater availability. We are reporting against a weak performance last year. Going forward the comparatives will become more demanding, however, we continue to make good progress in delivering our turnaround plans. If trading continues at current levels, we expect pre tax profit for the year will be ahead of current market forecasts." Mothercare expect to make a pre-close statement on March 31, 2004 ahead of its preliminary results announcement for the 52 weeks to March 27, 2004. CONTACT: MOTHERCARE PLC Ben Gordon, Chief Executive Phone: 01923 20 6000 Steven Glew, Finance Director Phone: 01923 20 6187 BRUNSWICK GROUP LIMITED Susan Gilchrist/Philippa Power Phone: 020 7404 5959 ********* 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. 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