/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/040129.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 Thursday, January 29, 2004, Vol. 5, No. 20 Headlines F R A N C E ALSTOM SA: Wins EUR180 Million Power Plant Project in China VIVENDI UNIVERSAL: Withdraws Cases Versus Messier, Licoys G E R M A N Y BORUSSIA DORTMUND: Receives Unsolicited Offer for Player DAIMLERCHRYSLER AG: Kerkorian Wants Refund for Litigation Cost SGL CARBON: Senior Implied Rating Set (P) B2; Outlook Stable I T A L Y PARMALAT FINANZIARIA: Bank of America Bares US$274 Mln Exposure PARMALAT FINANZIARIA: Company Profile L U X E M B O U R G SGL LUXEMBOURG: Proposed Senior Notes Assigned (P) Caa1 Rating S W E D E N SKANDIA INSURANCE: Carl-Olof By Leaves Nominating Committee U N I T E D K I N G D O M AIRFLOW STREAMLINES: Administrators Seek Investors, Buyers AORTECH INTERNATIONAL: Receives Takeover Offer APPLEDORE SHIPYARD: DML Set to Become New Owner BAE SYSTEMS: Left out of GBP13 Billion Defense Contract E & W E CARPETS: Business, Assets for Sale As a Going Concern FKI PLC: To Close Eight Businesses, Sell Properties GOSHAWK INSURANCE: Cuts Restructuring Cost Estimate to GBP3 Mln HARDWOOD FLOORING: Appoints RSM Robson Rhodes Administrators HOLLINGER INC.: Barclays Brothers Tender CA$425 Million Bid JASMIN PLC: Takeover Talks Break Down; Shares Suspended MARCONI CORPORATION: Remains Cautious Despite Strong Q3 Sales MASON CASH: Joint Liquidators Seek Buyers for Business PEAK FITNESS: Business, Assets Up for Sale PPL THERAPEUTICS: Sells Properties in St. Clements Wells Farm ROYAL MAIL: Paul Rich Appoints New Directors for Marketing Team ST. HELENS: Packaging Business for Sale T. MAT ENGINEERING: Investors or Buyers Needed for Business THOMAS CARR: Textile Manufacturing Business, Assets for Sale WATERFORD WEDGWOOD: Reports Flat 4th-Quarter Worldwide Sales WEMBLEY PLC: Sold to MGM MIRAGE for GBP270 Million WEMBLEY PLC: Sets Aside US$8 Mln to Cover Lincoln Park Fine * Fitch Risk's CreditVantage Sets up European Loan Loss Database ********* =========== F R A N C E =========== ALSTOM SA: Wins EUR180 Million Power Plant Project in China ----------------------------------------------------------- Alstom, in partnership with Beijing Beizhong Steam Turbine Generator Co. Ltd, has been awarded two contracts, valued at around EUR180 million -- with an ALSTOM share of approximately EUR90 million -- to supply six steam turbine generators in China with a total output of 3600 MW. The first order, placed by Guodian Hebei Longshan Power Station, is for the supply of two steam turbine generators, of 600 MW each. They will be installed at the Guodian Hebei Longshan power plant, located in Hubei Province. The first steam turbine unit will be delivered in May 2006 and is scheduled to enter commercial operation one year later. The second steam turbine unit will be delivered in November 2006. The second order, placed by China Electric Power International Corporation, is for the supply of four supercritical 600 MW steam turbine generators. Two units will be installed at the Pingwei power plant located in Anhui Province and two at the Huangang power station in Hubei Province. The first unit will be delivered in June 2006 and is expected to enter commercial operation one year later. The other units will follow in intervals of six months. ALSTOM will provide the technical leadership as well as a large proportion of the hardware for these orders. CONTACT: ALSTOM Investor relations E. Chatelain Phone: +33 1 47 55 25 33 E-mail: investor.relations@chq.alstom.com VIVENDI UNIVERSAL: Withdraws Cases Versus Messier, Licoys --------------------------------------------------------- Vivendi Universal has withdrawn its case against former executives Jean-Marie Messier and Eric Licoys after Mr. Messier decided to drop his EUR20 million severance claim. This deal is part of the accord reached between the Securities and Exchange Commission and Vivendi to settle fraud charges and pay a fine. The deal was concluded December 23, 2003. The Paris Commercial Court announced the cancellation of the case January 26. Mr. Messier was pushed out of Vivendi in July 2002 after the company's board discovered he had concealed the severity of the company's liquidity crunch. Mr. Messier had claimed he was entitled to a severance package of about US$25 million. Vivendi, which has recovered since nearly collapsing in 2002, challenged the claim, saying he did not receive proper approval for the payment. CONTACT: VIVENDI UNIVERSAL Paris Antoine Lefort Phone: +33 (0) 1 71 71 11 80 Agnes Vetillart Phone: +33 (0) 1 71 71 30 82 Alain Delrieu Phone: +33 (0) 1 71 71 10 86 ============= G E R M A N Y ============= BORUSSIA DORTMUND: Receives Unsolicited Offer for Player -------------------------------------------------------- English soccer club Chelsea has offered a tempting EUR30 million (US$37.5 million) for struggling Bosussia Dortmund's Czech mid- fielder Tomas Rosicky, according to Frankfurter Allgemeine Zeitung. The Bundesliga team has denied any plans to accept the transfer fee laid before it despite a bad need for cash, following reports its bankers are no longer willing to provide it with additional financing. Dortmund is in sixth place, 14 points behind Bundesliga leader Werder Bremen, and is believed aiming for this year's championship. Frankfurter Allgemeine Zeitung cited a recent report by Hypovereinsbank estimating Dortmund's potential loss in the current business year ending June 30 at EUR44.8 million, with revenues down 31%, largely due to a difficult season. The Hypovereinsbank report said Dortmund had EUR72 million in debt when it listed on the stock market in October 2000, contrary to club president Gerd Niebaum's claims that the team was one of the "financially strongest teams in Europe." In a separate report, Suddeutsche Zeitung newspaper said the club is behind on a payment of part of its annual EUR1 million bill from the city's public transit company, which provides Dortmund's 55,000 season ticket holders with free transportation to games. Speculations about the financial health of the club made it vulnerable to unsolicited offers for its players. According to the report, FC Bayern Munich's coach, Ottmar Hitzfeld, has named Brazilian striker Dede as a possible acquisition. Spanish club FC Barcelona is also said to be holding meetings with Dortmund. DAIMLERCHRYSLER AG: Kerkorian Wants Refund for Litigation Cost -------------------------------------------------------------- Billionaire Kirk Kerkorian wants DaimlerChrysler AG to refund some of the expenses he had incurred in suing the company over its merger with the former Chrysler Corporation, the Associated Press reports. Mr. Kerkorian's attorneys have also asked for the chance to recall some witnesses in the case, which was halted last month after DaimlerChrysler suddenly produced 67 pages of handwritten notes from former Chrysler Corporation CFO Gary Valade. A special master for the U.S. District Court found last week that the delay in producing the notes was likely the result of a copying error. DaimlerChrysler said Thursday that since there was no wrongdoing on the part of the company, there should be no sanctions in the case. However, Mr. Kerkorian's attorneys asked Judge Joseph Farnan to force DaimlerChrysler to pay court costs from December 16 forward. They want the right to recall DaimlerChrysler CEO Juergen Schrempp and former Chrysler president Thomas Stallkamp to the stand. They also want to limit Mr. Valade's testimony on the notes, the Associated Press said. Judge Farnan has scheduled a Tuesday meeting with attorneys from both sides to discuss when the trial should resume. SGL CARBON: Senior Implied Rating Set (P) B2; Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned a (P) B2 senior implied rating to SGL Carbon AG due to, among other factors, weak credit metrics. The rating agency noted the position of the company's pro-forma adjusted total debt to EBITDAR for the twelve months ended September 2003 of c. 6.8x (6.3x on a net basis). The rating action also reflects the negative impact on profitability and cash flow of the company's SGL Technologies division, exacerbated by continuing restructuring costs. New ratings assigned include: (a) Unsecured issuer rating of SGL Carbon AG at (P) Caa2; (b) Proposed EUR227 million in amended senior secured credit facilities due 2008 at SGL Carbon AG and certain of its subsidiaries at (P) B2; (c) Proposed US$116 million in senior secured credit facilities due 2009 at SGL Carbon LLC at (P) B2; and (d) Proposed EUR270 million in senior notes due 2012 at SGL Carbon Luxembourg S.A. at (P) Caa1. The outlook for all ratings is stable reflecting expectations that the business environment for the company's core markets will improve, consequently improving operating cash flow generation. SGL Carbon is one of the leading international manufacturers of carbon and graphite-based products. For the twelve months ended September 30, 2003, SGL Carbon generated revenues of EUR1,064 million and Adjusted EBITDA of EUR108.1 million. ========= I T A L Y ========= PARMALAT FINANZIARIA: Bank of America Bares US$274 Mln Exposure --------------------------------------------------------------- James H. Hance, Jr., Vice Chairman and Chief Financial Officer of Bank of America Corp., told investors in a conference call that at December 31, 2003, BofA's exposure to Parmalat involved both loan and derivative exposure totaling US$274 million, comprising of: (a) US$244 million of direct loans and letters of credit, of which US$105 million of loans are supported by credit insurance and carried as non-performing; (b) US$121 million of loans not cash-collateralized or credit insured and carried as non-performing with specific reserves of US$60 million; (c) US$18 million of undrawn letters of credit secured by cash. In addition, BofA has remaining derivative exposure of US$30 million (down from US$92 million earlier in 2003) related to Parmalat. "[T]his bankruptcy will probably take a long time to be resolved," Mr. Hance says, "but we believe we are sufficiently positioned to deal with any material credit impact further down the road." (Parmalat Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000) PARMALAT FINANZIARIA: Company Profile ------------------------------------- NAME: Parmalat Finanziaria S.p.A. Piazza Erculea 9 20122, Milano (MI) Italia PHONE: +39 02 8068801 FAX: +39 02 8693863 WEB SITE: http://www.parmalat.net TYPE OF BUSINESS: In addition to its nameplate milk products that can be stored at room temperature for months, Parmalat's 40-some brand product line includes yogurt, cheese, butter, cakes and cookies (under the Mother's and Archway names), breads, pizza, snack foods and vegetable sauces, soups and juices. Parmalat is Italy's 8th-largest business. With its Archway, Mother's and Salerno brands, the Company is the No. 3 cookie maker in the United States, behind Kraft Foods' Nabisco and Kellogg's Keebler. In Canada, the Company controls 25% of the fluid milk market and baked cookies under the Colonial brand. Parmalat has sports interests, owning the Parma football team and the Palmeiras in Brazil. INVESTOR RELATIONS: Irene Cervellera, Head of Investor Relations E-MAIL: irene_cervellera@parmalat.net BOARD: Enrico Bondi Guido Angiolini Enrico Barachini Domenico Barili Francesco Giuffredi Pietro Mistrangelo Paolo Sciume Stefano Tanzi Umberto Tracanello Paola Visconti NUMBER OF EMPLOYEES: 36,356 in 139 plants located in 30 countries (H1 2003 Results) THE TROUBLE: On December 8, 2003 Parmalat defaulted on a EUR150 million bond, which the management claims was because of the failure of a customer, a speculative fund named Epicurum, to pay its bills. On December 9, 2003, Standard & Poor's downgraded Parmalat bonds to junk status, triggering a 40% slide on its stock value in the next few days. On December 12, the Parmalat management paid the bond through a financing deal with its banks and aid from the government. However, on December 19 Bank of America denied the existence of a US$3.9 billion deposit Parmalat had earlier claimed it had with the bank. A recent report by auditor PricewaterhouseCoopers pegs the group's debt at EUR14.3 billion. LATEST FINANCIAL REPORT: http://bankrupt.com/misc/Parmalat_Q3_2003_Results.pdf FINANCIAL ADVISOR: LAZARD & CO., LIMITED 50 Stratton St. London W1J 8ll United Kingdom Phone: +44(0)20 7187 2000 Fax: +44(0)20 7072 6000 Mediobanca Banca di Credito Finanziario S.p.A. Phone: 02 8829.1 Fax: 02 8829.367 LEGAL ADVISOR: WEIL GOTSHAL & MANGES One South Place London, EC2M 2WG England Phone: +44-20-7903-1000 Fax: +44-20-7903-0990 Contact: Martin Bienenstock Marcia Goldstein FIRMS THAT FILED CLASS ACTIONS: Milberg Weiss Bershad Hynes & Lerach (on behalf of the Southern Alaska Carpenters Pension Fund) The Law Offices Of Charles J. Piven, P.A. The Law Offices of Marc S. Henzel CORPORATE STRUCTURE: 50.68% held by Coloniale S.p.A. (Tanzi Family); 49.32% in Public Equity Market SHAREHOLDINGS: 100% of Dalmata S.r.l; 89.18% of Parmalat S.p.A. DALMATA holds 10.82% of Parmalat S.p.A., and 5.00% of Europlat S.p.A. (which also shares with Dalmata ownership of other operating subsidiaries) PARMALAT S.p.A. holds 95% of Eurolat S.p.A., 64.22% of Parmalat Soparfi S.A., and an unknown part of other operating subsidiaries (which also holds 35.78% of Soparfi S.A.) COMPANIES IN LIQUIDATION: Epicurum Fund Parmalat Capital Finance Ltd., Dairy Holdings Ltd. Food Holdings Ltd. INSOLVENT COMPANIES: Parmalat Brasil S.A. Parmalat S.p.A. Eurolat S.p.A. Lactis S.p.A. Coloniale S.p.A. Parmatour S.p.A. =================== L U X E M B O U R G =================== SGL LUXEMBOURG: Proposed Senior Notes Assigned (P) Caa1 Rating -------------------------------------------------------------- Moody's Investors Service assigned a (P) Caa1 rating to the proposed EUR270 million in senior notes due 2012 at SGL Carbon Luxembourg S.A. The rating action is concurrent with the placement of SGL Carbon AG's senior implied rating at (P) B2. The outlook for all ratings is stable. The proposed notes, which will be sold in a privately negotiated transaction, were placed two notches below the senior implied to reflect the significant amount of priority debt that could rank ahead of the notes, the potential limitations of the subordinated guarantees, the structural subordination of the notes to unsecured creditors at non-guarantor companies. The debt that could outrank the notes includes the senior secured bank facilities -- that is, a EUR140 million of drawn credit facilities and a EUR190 million of undrawn facilities. =========== S W E D E N =========== SKANDIA INSURANCE: Carl-Olof By Leaves Nominating Committee ----------------------------------------------------------- Carl-Olof By informed the chairman of Skandia's Nominating Committee, Bjorn Wahlroos, that he is no longer at the service as a member of Skandia's Nominating Committee. "In connection with the fact that the proposal to Skandia's board has now been submitted to the Extraordinary General Meeting, I feel my assignment has been completed," says Carl- Olof By in a comment. "In view of the special situation that arose in connection with the sale by Industrivarden in December 2003 of its entire holding in Skandia, I also feel it is important in conclusion to summarize the grounds for my assignment." (a) At Skandia's Annual General Meeting in April 2003 it was resolved that Skandia's Nominating Committee would be composed of representatives of the four-largest shareholders as at the end of the third quarter. Industrivarden, which at this point in time was one of the largest owners, appointed Carl-Olof By as its representative. (b) In connection with the sale by Industrivarden in December 2003 of its shareholding in Skandia, Industrivarden's CEO, Anders Nyren, informed the representatives of Skandia's largest owners that Industrivarden felt it was natural for Carl-Olof By to leave Skandia's Nominating Committee since Industrivarden had sold its shareholding. (c) As a consequence of the above, Carl-Olof By then made his seat on the Nominating Committee available and deferred to the other members to decide whether he should stay on or not. The Committee was unanimous in its preference that he remains on the Committee, which was also recorded in the minutes of the Nominating Committee. CONTACT: Anders Nyren, President and CEO Industrivarden Phone: +46-8-666 64 00 =========================== U N I T E D K I N G D O M =========================== AIRFLOW STREAMLINES: Administrators Seek Investors, Buyers ---------------------------------------------------------- The Joint Administrators Robert Hunt, David Langton and Alistair Grove offer for sale the business and assets of (or the opportunity for investment in) Airflow Streamlines PLC (In Administration) based in Northampton. The company has two major trading divisions. The Production division is involved in the manufacture of cabs, fabrications and components for agricultural and industrial vehicles. The Body Engineering division produces prototypes and low volume panel and body assemblies for cars, trucks and vans. Principal features of the business include: turnover GBP44 million pa; output capability in excess of 65,000 cabs pa; worldwide blue chip customer base; full color finish capability from large multi-tank primer dip paint plant; separate design center providing support from concept to finished product; skilled and experienced workforce, QS9000 certified. Features of body engineering division: turnover GBP6 million pa; leading supplier of sheet metal pressings, body assemblies and prototypes; advanced CAD facilities; high speed 3 and 5 axis scam machinery; in situ foundry with 12 ton capacity; extensive range of mechanical and hydraulic presses; 5 axis laser cutting facilities. For further information, please contact Val Taylor of PricewaterhouseCoopers LLP, Cornwall Court, 19 Cornwall Street, Birmingham B3 2DT. Phone: 0121 265 5677. Fax: 0121 265 5651. E-mail: val.taylor@uk.pwc.com AORTECH INTERNATIONAL: Receives Takeover Offer ---------------------------------------------- The Board of AorTech International plc announces that it has received an approach that may lead to an offer for the entire issued share capital of the Company. However discussions are at an early stage and there can be no certainty that an offer will be received, as the Company is currently unable to meet all the pre-conditions attached to the approach, some of which were not within its control. ***** Aortech was once Scotland's brightest biotech hopes. It now employs just two people and has long given up on its potentially revolutionary heart-valve technology. The firm has pinned its hopes on selling license contracts linked to its Elasteon materials business based in Australia. APPLEDORE SHIPYARD: DML Set to Become New Owner ----------------------------------------------- DML, operator of Royal Devonport Dockyard in Plymouth, confirmed it is planning to buy Devon-based shipyard Appledore, according to The Telegraph. DML has already conducted a four-month due diligence on the possible acquisition. It is due to make a decision in four weeks after the proposal is presented to DML's three shareholders -- Halliburton, Balfour Beatty and Weir Group. DML wants Appledore to focus on winning contracts to build military vessels and so-called "super yachts," worth up to GBP60 million each, according to the report. It is also planning to buy a long-term lease on the yard, and hire about 50 workers initially. It intends to hire additional workers once new contracts come in. Appledore collapsed last September for lack of orders. Tenon Corporate Recovery was appointed receiver of the company. CONTACT: TENON Corporate Recovery Aberdeen: E-mail: iain.fraser@tenongroup.com BAE SYSTEMS: Left out of GBP13 Billion Defense Contract ------------------------------------------------------- The government has chosen a rival of BAE for its 27-year GBP13 billion contract to supply the Royal Air Force with refueling aircraft, according to The Telegraph. The Ministry of Defense said it will continue talks regarding the orders with AirTanker, a consortium led by Airbus parent EADS. The group also includes France's Thales and Britain's Rolls-Royce, Cobham and VT Group. The report quoted Defense Secretary Geoff Hoon: "Our evaluation of the two PFI bids has been extremely thorough and has clearly identified that AirTanker's bid offers the best prospect of securing a value-for-money PFI service." A final decision regarding the orders would be given after the resolution of "a number of important issues," he added. BAE, which was found by the National Audit Office to have overrun defense budget by GBP3.1 billion last year, said it was disappointed by the decision. E & W E CARPETS: Business, Assets for Sale As a Going Concern ------------------------------------------------------------- The Joint Administrators, John Twizell and Geoffrey Martin, offer for sale as a going concern the business and assets of Thomas Carr Limited, carpet manufacturer in West Yorkshire. Features include GBP2.5 million turnover in 2003 (contract & domestic markets); specializes in high quality loop pile carpets; 60,000 sq. m. of current range stock; loop and cut pile tufting machines; modern leasehold property. CONTACT: John Twizell or Mark Gledhill Geoffrey Martin & Co. St. James's House, 28 Park Place, Leeds LS1 2SP Phone: (0113) 244 5141 Fax: (0113) 242 3851 E-mail: info@geoffreymartin.co.uk FKI PLC: To Close Eight Businesses, Sell Properties --------------------------------------------------- FKI announced Tuesday the output of its strategic review. The review outlined a program of business closures and disposals, asset write-downs and surplus property sales, which will generate significant cash, enhancing the Group's prospects for development. These are the other key points raised in the report: (a) FKI will remain a diversified engineering group. (b) Strategy will be led from the center with active management of the portfolio. (c) Group will be driven by value-based metrics, principally return on invested capital. (d) 5 key businesses (Bridon; Crosby; Logistex; Brush Electrical Machines; Truth and Wright Products) identified as having a significant influence on group performance, accounting for 75% of invested capital. (e) 3 emerging businesses (Bristol Babcock; FKI Switchgear; DeWind) identified with good growth potential. (f) Closure of 8 loss-making activities (turnover GBP50 million) -- 3-year cash payback. (g) 4 businesses being targeted for sale (turnover GBP90 million, net assets GBP34 million). (h) Actions taken and specific actions from strategy review will (i) generate a net GBP110 million of additional cash in 2003/04 and the next three years, of which GBP65 million already achieved; (ii) have total profit and loss exceptional closure costs, asset and goodwill write-offs, and impairment totaling GBP68 million (of which GBP19 million is cash cost). Paul Heiden, Chief Executive, commented: "We have conducted a thorough strategic review which has involved input from management in all operations. There will be key changes to the way in which the Group is run. Strategy will be led from the center with increased focus on improved business planning, more rigorous risk management and maximizing the value of the Group as a whole. As a result, the Group will be more financially robust and better able to take advantage of opportunities when markets improve. "Five major businesses have been identified which together with three emerging businesses account for 80% of invested capital and will be key areas of focus. In addition, there are a number of smaller businesses, which will continue to be managed to maximize value. Eight activities will be closed shortly and four businesses are being targeted for sale. "As stated at the time of the interim report, markets remain difficult and continue to affect performance, and changing exchange rates have also impacted results. Current trading remains difficult, especially in Logistex where orders continue to be delayed. The recent further weakening of the US dollar is expected to impact full year profit by about GBP5 million and reduce net debt by GBP20 million. However, subject to the above, overall operating performance is currently expected to be in line with market expectations." FKI will outline the details of the strategic review initiated by Paul Heiden, Chief Executive, to analyst. The presentations will be available on the company's Web site (http://www.fki.co.uk)and set out the background, objectives, process, actions and conclusions of the review as well as providing further insight into the operations of key businesses within the Group. To see full copy of strategic review: http://bankrupt.com/misc/FKI_Review.htm CONTACT: Paul Heiden/John Biles FKI plc Phone: 020 7832 0000 Mike Smith/Catherine Bertwistle/Harry Chathli Brunswick Phone: 020 7404 5959 GOSHAWK INSURANCE: Cuts Restructuring Cost Estimate to GBP3 Mln --------------------------------------------------------------- GoshawK Insurance Holdings plc, the parent company of GoshawK Reinsurance Limited in Bermuda, intends to announce its preliminary results on April 2, 2004. This announcement provides an update to the market of GoshawK's recent trading. Trading update GoshawK Re's trading in 2003 was creditable, given the adverse impact of the temporary suspension of its credit rating and the circumstances of Syndicate 102's closure. Moderate loss activity and good investment results were the main contributors to GoshawK Re's performance. GoshawK previously announced on December 23, 2003 that revised banking arrangements had been put in place. These arrangements provide Goshawk with the ability to maintain a stable capital base for GoshawK Re. GoshawK Re's capital position continues to be strong and is not materially impacted by the run-off of Syndicate 102. Overall, GoshawK Re's January 2004 renewal season was satisfactory. The international property account and the marine account had a good showing of business and the underwriters were able to bind business that was well priced. Signings were as expected, or better, for the majority of the business. The Lloyd's market, however, accounted for a smaller share than might otherwise have been expected. Less U.S. property business was bound than had been planned. Softening rates and an excess of capacity in the US reinsurance market generally made it difficult for carriers without an established position in that market to gain market share without compromising on margin. GoshawK Re chose to maintain underwriting discipline in these circumstances, but remains committed to pursuing good quality US business. Goshawk Re's underwriting portfolio was subjected to a rigorous reappraisal during the final quarter of 2003. The underwriting team is concentrating on a core mix of short tail lines of business where the underwriters have particular experience and successful track records. The foundations have now been laid for 2004 and, although much work remains to be done, GoshawK Re intends to maintain its discipline and focus on higher margin business with a view to generating sustainable profitability for the long term. Since the announcement on October 31, 2003 that Syndicate 102 would close to new business and be put into run-off, good progress has been made in appointing an agency to manage the run-off of the Syndicate and in managing the costs to GoshawK of closing down its Lloyd's operations. The formal transfer of the Syndicate is expected to be complete by the end of April 2004. As part of the restructuring consequent on the closure of Syndicate 102, GoshawK continues aggressively to reduce its central overheads. A significantly leaner cost base is being put in place, the benefit of which is expected to be felt in the latter part of the current financial year and thereafter. In its announcement of October 31, 2003, GoshawK estimated that restructuring costs of some GBP35 million would be incurred, of which some GBP32.2 million were balance sheet write-offs or write-backs. To date, some GBP3 million of non-balance sheet restructuring costs have either been incurred or provided for, the majority of which will be charged to the profit and loss account in 2003. It is anticipated that this amount will constitute substantially all of the costs of restructuring GoshawK. Foreign Exchange During most of 2003 GoshawK had in place a hedge to restrict the impact of fluctuations in the rate of exchange between the U.S. dollar and sterling on its balance sheet. This hedge was effective in mitigating the impact of weakening in the US dollar against sterling. Going forward, GoshawK will be primarily a dollar company, as its principal trading subsidiary, GoshawK Re, operates in dollars. GoshawK is currently considering whether it will continue to manage the translation differences arising from exchange rate fluctuations, as these differences do not result in realized gains or losses. Board Change Consistent with the cessation of the majority of GoshawK's activities in London and the steps taken to minimize GoshawK's central overheads, Andrew Castell has notified the board of his intention to resign his position as Group Finance Director. Andrew has devoted considerable energy to GoshawK's affairs during what has been an extremely difficult time and the board wishes to record its appreciation of his efforts, which have been a significant contributor to the process of restoring GoshawK to stability. Andrew will remain in place as Group Finance Director until the announcement of the Group's results. Jon Beck, currently Chief Financial Officer of GoshawK Re, will assume the additional responsibilities of Finance Director of GoshawK on Andrew's departure. Jon, a chartered accountant, has over ten years' experience of the insurance market. He joined GoshawK Re in April 2002, having previously been Chief Financial Officer of ACE Capital Re International. There is no further information to be disclosed for Jon Beck pursuant to the requirements of paragraph 6.F.2(b) to (g) of the U.K. Listing Authority Rules. Paul Spencer, Chairman of GoshawK, said: "We are pleased with the performance of the team in Bermuda in achieving a creditable showing of business in the critical January renewals, especially given the backdrop of the recent difficulties faced by the Group last year. We are focused on further building the strength of GoshawK Re's business during 2004 and beyond. "Excellent progress has been made in effecting the transfer of Syndicate 102 to a run-off agency and in scaling GoshawK's U.K. overheads back to a level consistent with its circumstances." CONTACT: GOSHAWK INSURANCE HOLDINGS PLC Phone: 020 7621 0777 Paul Spencer, Chairman Andrew Castell, Finance Director COLLEGE HILL ASSOCIATES Phone: 020 7457 2020 James Henderson HARDWOOD FLOORING: Appoints RSM Robson Rhodes Administrators ------------------------------------------------------------ In the matter of Insolvency Rules 1986, Insolvency (Amendment) Rules 2003: Hardwood Flooring Supplies Limited, Registered number: 04026948 and in the matter of the High Court of Justice No. 9 of 2004: Nature of business: Hardwood Distribution Trade classification: 15 Date of appointment of Joint Administrators: January 16, 2004 CONTACT: Trevor Patrick O'Sullivan Michael Jonathan Christopher Oldham Joint Administrators (office holder nos 8677 and 7817) RSM Robson Rhodes LLP, 186 City Road London EC1V 2NU HOLLINGER INC.: Barclays Brothers Tender CA$425 Million Bid ----------------------------------------------------------- David and Frederick Barclay, owner of the Scotsman newspaper, offered CA$425.5 million (US$323.4 million) for Hollinger Inc., which controls Hollinger International Inc., the Chicago-based publisher of London's Daily Telegraph and the Chicago Sun-Times. Conrad Black, who owns 78% in the publishing company, had already promised to sell his stake to the twin brothers. According to Bloomberg News, the offer document sent by the Barclays to Hollinger Inc. shareholders, proposes to run Hollinger International as a separate subsidiary or combine it with other operations. The brothers plan to fund the purchase using GBP285 million (US$522 million) in credit facility from HBOS plc's Bank of Scotland. The offer -- CA$8.44 for each common share, CA$9.53 for each Series II preference share and CA$10.18 for each Series III preference share -- also proposes to absorb CA$181.7 million of Hollinger's debt. Hollinger Inc. shareholders have until March 3 to accept the offer. If holders of 90% of the shares in each class accept, the Barclay brothers would make mandatory offers for the remainder under Canadian law, according to the document. Hollinger Inc.'s U.S. subsidiary, Hollinger International, on Monday filed a suit to block the sale of Lord Conrad's stake to the Barclays. It also said it will churn out a "poison pill" to dilute the voting power of the Barclays' stake in the event their purchase succeeds. Hollinger International is pursuing a separate asset sale for the US$2 billion- worth of assets, and has hired Lazard LLC to manage the sale. JASMIN PLC: Takeover Talks Break Down; Shares Suspended ------------------------------------------------------- The Company has requested that the shares be suspended pending clarification of its financial position. This decision has been made following the breakdown of takeover discussions and the subsequent withdrawal of support from the Company's lender. The Directors will update the market at the next development. ***** Jasmin plc is currently looking for an investor that would help it trade out of its current cash-constrained position. The company said: "If none of the prospective approaches lead to the sale of the Company, then the Board will be required to renegotiate its ongoing financial support by its lenders in respect of the Company's future trading." CONTACT: JASMIN PLC Mark Thickbroom, Finance Director Billy Clegg/Robin Tozer Phone: 01159 165 165 BELL POTTINGER FINANCIAL Phone: 0207 861 3232 MARCONI CORPORATION: Remains Cautious Despite Strong Q3 Sales ------------------------------------------------------------- Marconi Corporation plc (LSE: MONI; NASDAQ: MRCIY) provided a trading update for the third quarter ended December 31, 2003. Mike Parton, Chief Executive, said: "We recorded a strong sales performance in our third quarter despite negative currency movements. This and good progress towards our year-end operational targets have led to a further improvement in our operational performance. While we remain cautious on market outlook in the near-term, we are encouraged by the level of interest in our next generation product platforms and we continue to win important new business." Resignation of Non-Executive Director Ian Clubb, a non-executive director of the company, has resigned from the Board with immediate effect. Ian joined the Board at the time of the completion of the Company's financial restructuring in May 2003 and is leaving for personal reasons. John Devaney, Chairman of Marconi Corporation plc, thanked Ian Clubb for his contribution to the recovery of Marconi and wished him well for the future. Q3 Results - 12 February 2004 We will announce results for the three months and nine months ended December 31, 2003 on February 12, 2004 and will host a conference call for analysts and investors at 4 p.m. on that date. Full details will be issued shortly. Consequently, we will not host a conference call in connection with this trading update. Analyst and investor enquiries should be directed to Heather Green, EVP Investor Relations. Basis of Preparation The financial information in this trading update is un-audited and has been prepared in accordance with U.K. accounting policies set out in Marconi Corporation plc's 2003 Annual Report and Accounts. Following our previously announced agreement for the disposal of our North American Access business (see press release dated January 5, 2004), this unit will be accounted for as a discontinued operation at March 31, 2004 as we expect to have completed the transaction by this date. We will provide additional detail of North American Access performance in the first three quarters of the financial year when we report our interim results on February 12. The table sets out the U.S. Dollar/Sterling and Euro/Sterling exchange rates used in preparing our financial information: FY04 Q1 Q2 Q3 US Dollar: Year to Date Average 1.6288 1.6227 1.6594 Period End 1.6502 1.6614 1.7902 Euro: Year to Date Average 1.4206 1.4262 1.4301 Period End 1.4370 1.4267 1.4193 Trading Update Sales Group sales amounted to GBP408 million, a 5% increase on sales of GBP389 million recorded in the second quarter. Sales growth in local currencies was partially offset by adverse foreign exchange movements on translation to sterling, mainly as a result of the weakening of the U.S. dollar. At constant currency rates, third quarter sales amounted to GBP419 million representing an 8% increase on the previous quarter. Excluding NAA, sales amounted to GBP374 million, a 4% increase compared to GBP359 million recorded in the second quarter. At constant currency rates, third quarter sales excluding NAA amounted to GBP383 million representing a 7% increase on the previous quarter. Sales by Product Area in GBPm 3 months ended June 30 Sept. 30 Dec. 31 Dec. 31 2003 2003 2003 2002 Optical Networks 85 80 81 96 Access Networks 44 48 62 69 Other Network 12 16 17 11 Equipment ------ ------ ------ ------ Europe/RoW 141 144 160 176 Network Equipment IC&M 43 47 48 53 VAS 64 61 68 103 ------ ------ ------ ------ Europe/RoW Network 107 108 116 156 Services ------ ------ ------ ------ Europe/RoW - Total 248 252 276 332 ====== ====== ====== ====== BBRS Equipment 28 38 30 32 OPP Equipment 35 39 43 30 ------ ------ ------ ------ US Network Equipment 63 77 73 62 BBRS Services 15 15 13 19 OPP Services 16 15 12 20 ------ ------ ------ ------ US Network Services 31 30 25 39 ------ ------ ------ ------ US businesses - Total 94 107 98 101 ====== ====== ====== ====== Network Equipment and 342 359 374 433 Network Services - Total Other - - - 10 Operations excl. NAA - 342 359 374 443 Total NAA 25 30 34 23 ------ ------ ------ ------ Group 367 389 408 466 ====== ====== ====== ====== 3 months ended June 30 and September 30 2003 and December 31, 2002 restated to reflect the disposal of NAA Sales by Geographic Destination in GBPm 3 months ended June 30 Sept. 30 Dec. 31 Dec. 31 2003 2003 2003 2002 EMEA 220 223 241 295 North America 86 101 88 104 CALA 9 12 13 13 APAC 27 23 32 31 ------- ------- ------- ------- Operations excl. NAA - 342 359 374 443 Total NAA 25 30 34 23 ------- ------- ------- ------- Group 367 389 408 466 ======= ======= ======= ======= The main geographic and product area trends impacting sales excluding NAA during the third quarter compared to the second quarter were: (a) Continued strength in demand in the German market, with a further increase in sales of fixed wireless access equipment to mobile operators ahead of the December 31 deadline set by the national regulator to achieve 25 per cent 3G mobile coverage. We also experienced a slight seasonal increase in sales of narrowband access products at the end of the financial year of a number of our German customers. (b) Continued stability in sales of Optical Networks equipment as customer spending in this area is focused on infill of existing network infrastructure rather than new build projects. Increased shipments of SDH equipment to Telecom Italia offset a reduction in the level of sales of optical equipment to BT mainly due to timing of shipments. (c) A slight reduction in the level of Access Hub sales recorded during the quarter (from GBP10 million in Q2 to GBP9 million in Q3). While the volume of shipments to Telecom Italia increased significantly during this period, a high proportion of these were scheduled towards the end of the quarter and in accordance with the contract terms will be recognized as sales during the current quarter. (d) An increase in sales of Network Services in Europe/Rest of World driven by growth in Value-Added Services. This resulted mainly from the higher level of sales under one specific long- term cable service contract in the U.K. as well as an increase in wireless service sales under one specific contract in the Middle East. We also recorded modest growth in sales of Integrated Systems mainly driven by completion of key milestones in transport sector projects in Germany. (e) A reduction in sales of Broadband Routing and Switching (BBRS) to the U.S. Federal Government, as expected, after the seasonally higher level of spend in the previous quarter. This trend is in line with the U.S. Federal Government's typical seasonal purchasing pattern. (f) Strong growth in sales of Outside Plant & Power equipment. Continued softness in central office spending by U.S. wireline operators led to a further reduction in sales of OPP services but this was more than offset by an approximate 10 per cent increase in OPP equipment sales resulting from the continued strong level of shipments to wireless operators in the US and CALA during the period. Excluding NAA, our ten largest customers during the three months ended December 31, 2003 were (in alphabetical order) AT&T, BT, E- Plus (Germany), Metro City Carriers (Germany), O2, Telecom Italia, the US Federal Government, Verizon, Vodafone Group and Wind (Italy). In aggregate, these customers accounted for 47 per cent of sales excluding NAA (Q2 FY04: ten largest customers 50%). BT accounted for 18% of sales from Operations excluding NAA (Q2 FY04: 21%). The reduction in sales to BT resulted from the reduced level of optical sales described above, partially offset by increased sales of narrowband voice systems and cable services. Book-to-Bill Excluding NAA, we recorded a total book-to-bill ratio of 1.00 during the third quarter (Q2: 1.23). In Network Equipment, book to bill reduced from 1.15 in the second quarter to 0.90 mainly as a result of lower levels of orders received in OPP and BBRS. In OPP, following the strong order intake in the first half of the financial year, we are now beginning to see some slowdown in orders, as our main wireless operator customers are nearing completion of the planned network builds which have positively impacted OPP sales in recent quarters and wireline operators are continuing to squeeze capital expenditure in central office applications. The lower order intake in BBRS was mainly due to the reduction in spend by the U.S. Federal Government described above. The 1.18 book to bill ratio in Network Services was driven by extensions to two existing long-term service contracts in the U.K. (BT) and Germany (TollCollect) booked during the period. These were not however as large in value as the two major contracts signed in the Middle East and Germany during the previous quarter, which resulted in a book to bill ratio of 1.37. Sales Outlook The following outlook is based on our view of the expected like- for-like sales profile of our operations excluding NAA and does not take into consideration any impact of future foreign exchange movements. We believe that our markets are beginning to stabilize although we remain cautious and will continue to see volatility in sales from quarter to quarter as a result of various regional demand drivers that we describe below. Overall, on a like for like basis, we expect fourth quarter sales to be flat to slightly up on the GBP374 million recorded in the third quarter (excluding NAA). We expect to benefit from good growth in the U.K. partly as a result of the scheduled phasing of sales to BT. This, however, will be partially offset by expected reductions in sales in Germany following completion of the fixed wireless access build-outs by many of the German wireless operators, the Middle East and in the U.S. where we expect growth in BBRS sales to the U.S Federal Government to be offset by a decrease in sales of Outside Plant & Power equipment driven mainly by the slowdown in demand from our major wireless operator customers described in Book to Bill above. While it remains difficult to predict sales beyond the next quarter to a high degree of accuracy, our current view of the first quarter of the next financial year shows relative stability year on year compared to the GBP342 million excluding NAA recorded in the first quarter of this financial year, in line with the seasonal pattern of customer demand experienced in the current year. Operational Performance We continued to make progress towards our operational targets during the quarter, recording a further improvement in adjusted gross margin (before exceptional items) to within our targeted range despite the reduced level of higher-margin BBRS sales. This was achieved mainly due to improvements in our European supply chain resulting from the sequential increase in volumes and further cost reductions. In addition, we recorded a similar rate of reduction in our adjusted operating cost run-rate (before goodwill amortization and exceptional items) as that reported in the second quarter. Group headcount was reduced to approximately 13,025 at 31 December 2003 from approximately 14,100 at September 30, 2003, including approximately 250 employees within our North American Access business. Approximately 260 employees were transferred to Elcoteq during the quarter following the outsourcing of our manufacturing facility in Offenburg (Germany), which was completed in November 2003. The disposal of our North American Access business does not impact our targeted gross margin exit run-rate (before exceptional items) as gross margins in this business are in line with Group average. We remain on track to achieve our targeted range of 27 to 29% gross margin run-rate (before exceptional items) in our Operations excluding NAA by March 31, 2004. If we exclude the operating costs associated with NAA which will be transferred to the buyer, AFC upon completion of disposal, this reduces our adjusted operating cost exit run-rate target (before goodwill amortization and exceptional items) to below GBP410 million (previously GBP425 million including North American Access). We will disclose full details of gross margin, operating costs, exceptional items (relating mainly to our ongoing operational restructuring process) and overall operating result in our third quarter interim results announcement on February 12. Cash Flow We recorded our fifth consecutive quarter of positive operating cash flow (before exceptional items) as a result of our improved operating performance and further modest improvements in working capital. This was almost sufficient to cover our non-operating cash outflows, which mainly comprised exceptional operating cash costs relating to our ongoing operational restructuring and interest payments. Overall for the three months ended December 31, 2003, we recorded a slight cash outflow prior to partial redemptions and repurchases of our Junior Notes undertaken during the period. In accordance with the terms of our Junior and Senior Secured Notes, proceeds from disposals (mainly the disposal of our 50% stake in Confirmant and the outsourcing of our manufacturing facility in Germany) and certain releases of cash collateral relating to performance bonds were applied to the mandatory partial redemption of Junior Notes at 110 per cent face value. In total during the quarter, approximately US$62 million (approximately GBP37 million) was used to fund the US$56 million (approximately GBP34 million) reduction in principal amount of the Junior Notes and the US$6 million (approximately GBP3 million) redemption premium. In addition, we repurchased $24 million (approximately GBP13 million) principal amount of the Junior Notes in open market transactions for a total cash outlay (excluding accrued interest and fees) of US$26 million (approximately GBP15 million). Full cash flow details will be disclosed in our third quarter results announcement. Cash and Debt The following table sets out the composition of the Group's net cash balances at September 30 and December 31, 2003: in GBPm Dec. 31, 2003 Sept. 30, 2003 US$-denominated Senior Notes1 (400) (432) US$-denominated Junior Notes2 (133) (191) Other bilateral and bank debt (46) (50) ------- ------- Gross financial indebtedness (579) (673) Cash and liquid resources 687 772 ------- ------- Net Cash 108 99 ======= ======= 1. US$717 million 2. US$487 million upon issue in May 2003 reduced to approximately US$261 million at December 31, 2003, of which approximately US$23 million owned by Marconi Corporation plc The GBP94 million reduction in gross financial indebtedness during the period primarily resulted from the partial redemptions and repurchases of our Junior Notes described above (GBP47 million) and favorable foreign exchange translation gains on our U.S.-dollar denominated debt (GBP43 million). The balance of GBP4 million related to a reduction in the level of our bilateral debt mainly resulting from foreign exchange movements. After the end of the quarter, on January 12, 2004, we completed the fifth partial redemption of our Junior Notes. All Junior Notes outstanding including those owned by Marconi Corporation plc were subject to this partial redemption. As a result, this further reduced the total principal amount outstanding to approximately $209 million (approximately GBP117 million) of which approximately $18 million (approximately GBP10 million) was owned by Marconi Corporation plc. The cash we received as a result of our holding at the time of the partial redemption has been transferred to the Mandatory Redemption Escrow Account. Furthermore, upon completion, the $240 million (approximately GBP135 million) proceeds from the agreed sale of NAA will be used partly to fund the final redemption of our Junior Notes and then to initiate pay down of our Senior Notes at 110% of par value. At December 31, 2003, the Group's cash and liquid resources totaled GBP687 million (September 30, 2003: GBP772 million). Of this amount, GBP209 million represented amounts, which would be classified as restricted cash, and GBP478 million represented free cash available to the Marconi Corporation plc Group. The following table sets out the breakdown of these restricted and free cash balances at September 30 and December 31, 2003: in GBPm Dec. 31, 2003 Sept. 30, 2003 Performance bonds and guarantees Cash collateral on new performance bonding facility 35 27 Cash collateral on performance bonds and guarantees 72 108 Performance bonding escrow account 38 41 ------- -------- Total - performance bonds 145 176 Captive insurance company 19 19 Collateral on secured loans in Italy 13 13 Mandatory Redemption Escrow Account (MREA) 32 2 ------- -------- Total Restricted Cash 209 210 Cash held at subsidiary level and cash in transit 66 65 Available Treasury deposits 412 497 ------- -------- Total Cash and Liquid Resources 687 772 ====== ======== The GBP36 million reduction in cash collateral on performance bonds outside the new GBP50 million super-priority bonding facility resulted, as previously disclosed, from a reduction in the amount of cash collateral held against certain facilities issued by one of our major performance bonding providers and the expiry of certain other performance bonds and letters of credit. The GBP8 million increase in cash collateral in our new performance bonding facility related to new performance bonds issued during the period, in respect of which 50% collateral has to be placed at the time of issue of the bond, while the GBP3 million reduction in the performance bonding escrow account resulted from adverse movements in foreign exchange. The GBP32 million balance in our Mandatory Redemption Escrow Account was used on January 12, 2004 to fund the fifth partial redemption of our Junior Notes described above. The GBP85 million reduction in our available Treasury deposits was a result of our third quarter cash outflow after Junior Notes redemptions and repurchases described above (GBP59 million) and adverse foreign exchange movements (GBP26 million) caused mainly by the weakening of the US dollar. About Marconi Corporation plc Marconi Corporation plc is a global telecommunications equipment, services and solutions company. The company's core business is the provision of innovative and reliable optical networks, broadband routing and switching and broadband access technologies and services. The company's customer base includes many of the world's largest telecommunications operators. The company is listed on the London Stock Exchange under the symbol MONI and on Nasdaq under the symbol MRCIY. Additional information about Marconi Corporation can be found at http://www.marconi.com MASON CASH: Joint Liquidators Seek Buyers for Business ------------------------------------------------------ R.A.B. Saville and P.A. Blair, Joint Liquidators of Mason Cash and Co. Ltd., (in Members Voluntary Liquidation) offer for sale the business and assets of the company. Features (a) Long established manufacturer of ceramic kitchenware and pet ware, including the world famous 'Cornish Blue' pottery and Farmhouse range. (b) Two complete potteries extending over 183,000 sq. ft. with Head Office/Warehouse premises extending to over 31,000 sq. ft. (c) Complete inventory of plant, machinery and equipment. (d) Excellent blue chip customer base. (e) Highly skilled workforce. For further details contact the Liquidators' Agent Neil Duckworth at SHM Smith Hodgkinson's Manchester office on 0161 233 2900. E-mail: Neil.Dutckworth@shm-group.com PEAK FITNESS: Business, Assets Up for Sale ------------------------------------------ Tony Supperstone and Shay Bannon, joint administrators of Peak Fitness Group Limited, Peak Fitness plc, Arena Racquet & Sports Limited, Peak Fitness (Working) Limited, WTS Europe Leisure Management Limited and joint administrative receivers of Arena Health & Fitness (Belfast) Limited, offer for sale the business and assets of an operator of a chain of health and fitness clubs. Features: businesses enjoy an extensive membership base; comprehensively trained and highly motivated staff; top quality facilities and customer service; excellent reputation in the health and fitness industry; operating from 11 sites across England, Scotland and Northern Ireland. Available whole or in parts. For further details please contact Peter Dickens of the joint administrators' office. Phone: 020 7893 2242; Fax: 0207 935 3944; E-mail: peter.dickens@bdo.co.uk PPL THERAPEUTICS: Sells Properties in St. Clements Wells Farm ------------------------------------------------------------- PPL announces that it has entered into an unconditional agreement to sell its farmland and buildings at St. Clements Wells Farm, Tranent, East Lothian. Furthermore, PPL announces that, on 28 November 2003, it completed the sale of farm land and buildings at Dolphinstone Farm, Tranent, East Lothian. The aggregate proceeds received and receivable by PPL in respect of these two disposals are GBP0.90 million. St. Clements Wells Farm has been operated as a farm unit initially to hold some of PPL's animals in Scotland and latterly to grow crops to support those animals. The adjoining Dolphinstone Farm has been leased to a third party since its acquisition. These farms are no longer required by PPL and have been sold in two lots to maximize the return for shareholders. St. Clements Wells Farm has been sold to a private individual for a cash consideration of GBP0.66 million. The proceeds will be received on 30 January 2004, the date of completion of the sale. The net book value of St. Clements Wells as at June 30, 2003 was GBP0.56 million. The sale of St Clements Wells Farm will give rise to an estimated gain on disposal of GBP0.09 million. Dolphinstone Farm was sold to Messrs Alexander Hastie & Sons on November 28, 2003 for a cash consideration of GBP0.24 million. The net book value of Dolphinstone Farm as at June 30, 2003 was GBP0.24 million. The aggregate Research, Development and Administrative costs relating to St Clements Wells Farm and Dolphinstone Farm for the six months ended June 30, 2003 was GBP0.03 million (GBP0.07 million in the year ended December 31, 2002). The aggregate proceeds of GBP0.90 million less selling expenses from the two disposals will be used to supplement PPL's existing cash resources with a view to maximizing short-term value for shareholders. PPL will continue to provide further updates to shareholders at the appropriate time. 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 ROYAL MAIL: Paul Rich Appoints New Directors for Marketing Team --------------------------------------------------------------- Royal Mail's Marketing Director Paul Rich has announced new directors for his team, following a structure review. Mr. Rich is aligning his marketing team more closely with the company's sales force to enable more effective and customer- driven development of products and services. Following the review, the marketing of all Royal Mail branded products and services will be the responsibility of Mr. Rich and his team. The new role of Director, Brand Marketing will be taken by David Walker who will oversee Royal Mail's brand development, market research and communication. He will be accountable for agency management, all customer communications and for maintaining loyalty and relationship programs. Mr. Walker has been Royal Mail's Head of Advertising Mail during the past year after returning from the United States where he headed up Royal Mail's brand in New York and later managed the integration and running of TPG and Royal Mail's American operations under the Spring banner. He was accountable for all operations in the USA, Canada and South America. Before joining Royal Mail as Director of Branded Markets for Post Office Ltd, Mr. Walker was Marketing Director of Network South East. He started his career with British Airways where he held a variety of overseas and U.K.-based product and brand management roles before moving, in 1989, to the Rank Organization's airline subsidiary Novair, as Commercial Director. Colin Beesley becomes Director Value Added Solutions with responsibilities to include developing adjacent markets, creating alliances for new opportunities and leading the development of solutions provision for customers. Mr. Beesley joined Royal Mail's international division in 2000, as Director and General Manager, from MSAS Global Logistics where he was Sales and Marketing Director. He has also worked in senior marketing roles for DHL, International Post Corporation and UPS Worldwide Express. Lorna Clarkson becomes Director, Commercial Policy, Management and Pricing, orchestrating overall pricing strategy. She was previously Head of Commercial and Specification within Royal Mail's marketing team. Ms. Clarkson has worked in a variety of roles since joining Royal Mail in 1985, moving into the marketing area about four years ago. She has led the development of new Royal Mail products and services, including e-solutions. Another appointment in the new structure is Ross Drake, currently Head of Goods and Services Distribution for Royal Mail. He becomes General Manager for unaddressed mail with responsibility for developing Royal Mail's services in this area. Mr. Drake joined Royal Mail two years ago and previously worked in marketing roles in Littlewoods, Coca-Cola and Mars. Paul Rich said: "As the company moves forward, its marketing is entering a new phase, building on the good work done so far. We will also be quickening the pace of change to respond more effectively to customers and fight increasing competition." Two other roles directly reporting to Mr. Rich are yet to be filled. These are Director, Products and Director, Sector Marketing. CONTACT: ROYAL MAIL 148 Old Street LONDON EC1V 9HQ Homepage: http://www.royalmail.com ST. HELENS: Packaging Business for Sale --------------------------------------- Upon instructions of Joint Administrators Stephen Conn & Gary Bell of Begbies Traynor, St. Helens Bacon Packing Co. Ltd. offers for sale Wholesale bacon packers, 22 employees, T/O GBP3.8 million. Inc. stock, plant, machinery and freehold property. Contact Ian Maycock of SHM Smith Hodgkinson on 0161 233 2900 or ian.maycock@shm-group.com T. MAT ENGINEERING: Investors or Buyers Needed for Business ----------------------------------------------------------- The Joint Administrators, Robert Hunt, Stuart Maddison and Alistair Grove, offer for sale the business and assets of (or the opportunity for investment in) T. Mat Engineering Limited (In Administration), an East Midlands-based mat and interior trim producer and generator/switchgear acoustic enclosure producer. Principal features of the business include: (a) Vehicle division: turnover GBP11 million pa; market leader in the manufacture of acoustic products for vehicle and industrial applications; extensive product portfolio of polymer based products; high quality customer base, largely comprising blue chip companies with global operations; highly committed and experienced employees with a strong technical base; recent investment in process automation providing a platform for growth; 7 axis jet cutting facilities. (b) Industrial division: turnover GBP6.5 million pa; capability to design and manufacture bespoke fabricated containers housing electrical and mechanical equipment for industrial and military customers in the U.K. and overseas; blue chip customer base; purpose built 3.5 acre; on site commissioning capability; skilled and experienced workforce. CONTACT: PRICEWATERHOUSECOOPERS Donington Court Pegasus Business Park Castle Donington East Midlands DE74 2UZ Contact: Claire Cole Phone: 01509 604323 Fax: 01509 604035 E-mail: claire.cole@uk.pwc.com THOMAS CARR: Textile Manufacturing Business, Assets for Sale ------------------------------------------------------------ The Joint Administrators, John Twizell and Geoffrey Martin, offer for sale as a going concern the business and assets of Thomas Carr Limited, woolen carpet yarn spinner and dyer based in West Yorkshire. Features include GBP17.2 million turnover in 2003 (contract & domestic markets); specializes in high quality folded and fiber dyed yarns; extensive range of modern plant and machinery; BP2.4 million of finished stock, plus WIP; and 7.5 acre leasehold site. CONTACT: GEOFFREY MARTIN & CO. John Twizell or Mark Gledhill St. James's House 28 Park Place, Leeds LS1 2SP Phone: (0113) 244 5141 Fax: (0113) 242 3851 E-mail: info@geoffreymartin.co.uk WATERFORD WEDGWOOD: Reports Flat 4th-Quarter Worldwide Sales ------------------------------------------------------------ Waterford Wedgwood reported Tuesday that worldwide sales for the period October 1 to December 31, 2003 were EUR241.9 million, equal to the same period of last year on a like for like basis. Waterford Wedgwood's operating margins improved to 7.7% in the quarter, generated by the successful flow-through of improvements to the Company's fixed cost base as a result of the Group's substantial investment in cost reductions, outsourcing programs and technology. The Group achieved satisfactory performance in the Christmas shopping season despite industry sales, which were concentrated in the last ten days of December. Waterford Wedgwood's international operations performed well. In the important Japanese market, sales were up 11% in the quarter and 6% year-to-date on a like-for-like basis. Wedgwood remains the market leader in its category in Japan and we anticipate further growth in 2004. The Group's U.S. sales were level with last year, a creditable performance given uncertainties in the U.S. marketplace. Notable successes in the U.S. included Wedgwood's Vera Wang at Wedgwood line of luxury giftware and tableware products, All- Clad's popular Emeril at All-Clad line of cookware, and Waterford's Waterford Holiday Heirlooms line of luxury Christmas items, all of which grew strongly. Wedgwood's sales in the U.S. were up 7.4% in the nine-month period versus last year. Waterford Crystal continued to dominate the high end of the U.S. crystal market, garnering an 84% market share of crystal giftware sales at price points of $100 and above, and an 88% share of crystal stemware sales at price points in excess of $30. Trading within Europe was weaker, with Ireland in particular feeling the impact of exchange rates on tourist sales. Rosenthal's sales, however, dropped only 2% in the quarter. While this was a very creditable performance given Germany's continuing lack of consumer confidence, there have been encouraging sales trends in our German market in recent weeks. Financial Structure Waterford Wedgwood's recent strengthening of its capital structure is now complete. A well-received rights issue along with new bond and senior debt structures affords the Group a fine platform for long-term growth in support of its world-class brands. Net debt at December 31 stood at EUR400.1 million, in line with expectations following the one-time capital structure- related cash outflows. The Company has put in place a hedging strategy for fiscal 2005 which caps the Group's risk from erosion in the U.S.$ value versus the Euro, while maintaining the opportunity for the Group to take advantage of U.S.$ strengthening over the course of the fiscal year. Future Initiatives The Board has been particularly pleased with a high profile range of contemporary new products and programs in the pipeline, including marketing initiatives that are complementary to the global reach and outstanding quality of the Group's brands. The Company looks forward to growth in sales and in margins as these programs enter the marketplace. The Board advises that the Company has received significant, unsolicited 3rd party interest in the Company's All-Clad subsidiary. The nature of the interest expressed is such that the Board will carefully consider the Company's best interests with regard thereto. Management Reinforcement Waterford Wedgwood is pleased to advise that Tony O'Reilly Jr., Chief Executive of Wedgwood, has strengthened his management team to reflect Wedgwood's focus on further building and contemporizing the brand. Ms. Georgina Godley joins Wedgwood as Creative Director, having previously enjoyed success at Habitat and at a number of prominent fashion houses. Mr. Nick Robinson becomes Managing Director of Wedgwood Europe as of March 2004, having served as Managing Director of the Conran Shop, with prior experience at Le Creuset. And Ms. Abigail Hearne takes over as Wedgwood's Director of Public Relations, joining the Group from Anya Hindmarch, the luxury leather accessories company. Redmond O'Donoghue, Group Chief Executive, commented: "There are exciting things happening at Waterford Wedgwood. Our great global brands are strong, and each holds the promise of accelerating growth. Calendar 2003 ended in satisfactory form for the Group, with even better prospects for the year to come. I am delighted with the strength and breadth of our new offerings and programs, and with the quality of people joining our Group to strengthen an already deep management team. We will continue to add value in the best interests of our shareholders and our customers." CONTACT: COLLEGE HILL ASSOCIATES (U.K./EUROPE) Phone: +44 (0)207 457-2020 Kate Pope James Henderson DENNEHY ASSSOCIATES Phone: +353 (0)1 676-4733 Michael Dennehy WEMBLEY PLC: Sold to MGM MIRAGE for GBP270 Million -------------------------------------------------- Summary (a) The boards of MGM MIRAGE and Wembley announce that they have reached agreement on the terms of a recommended cash acquisition by MGM MIRAGE of Wembley. (b) Under the terms of the Acquisition, Wembley Shareholders will receive 750 pence in cash per Wembley Share. Wembley Shareholders will also receive shares in Newco pro rata to their shareholdings in Wembley. The Acquisition values the entire issued and to be issued share capital of Wembley at approximately GBP270 million before taking into account any additional value of the shares in Newco. (c) The Acquisition represents a premium of 22.4% (before ascribing any value to Newco) over the closing mid-market price of 612.5 pence per Wembley Share on January 26, 2004, the last business day prior to this announcement, and a premium of 42.2% (before ascribing any value to Newco) over the closing mid- market price of 527.5 pence per Wembley Share on November 19, 2003, the day prior to the announcement by Wembley that it had received approaches from a number of parties interested in acquiring some or all of the assets of Wembley. (d) The proposal includes a reorganization as a result of which Wembley Shareholders will receive shares in Newco pro rata to their shareholdings in Wembley. Newco is an English company to be formed as part of the Lincoln Park Reorganization, the purpose of which is to separate from the Wembley Group (immediately prior to its acquisition by MGM MIRAGE) its potential liability for, and associated costs of, the Lincoln Park Litigation. (e) As part of the Lincoln Park Reorganization, LPRI, which will be wholly-owned by Newco, will become the entity subject to the Lincoln Park Litigation and will, upon the Acquisition taking effect, have cash balances of US$16.3 million (approximately GBP9.0 million, equivalent to approximately 25 pence per Wembley Share). This will include $8 million, which has been deposited in an escrow account following agreement with the U.S. Attorney that this is the maximum aggregate fine that would be sought under the Lincoln Park Litigation. On this basis, the Wembley Directors believe, following legal advice, that LPRI will have sufficient funds to meet its liability for, and associated costs of, the Lincoln Park Litigation. (f) On resolution of the Lincoln Park Litigation, any remaining cash will be distributed to Wembley Shareholders through their shareholdings in Newco. If LPRI is acquitted on all counts at the trial of the Lincoln Park Litigation, US$8 million (approximately GBP4.4 million, equivalent to approximately 12 pence per Wembley Share) will be distributed to Wembley Shareholders, together with any cash balances remaining after the payment of legal and other costs. (g) Given the limited liability status of Newco and LPRI (the only asset of Newco), Wembley Shareholders should have no legal or financial exposure (beyond the cash retained in LPRI) relating to the outcome of the Lincoln Park Litigation arising out of their shareholding in Newco, nor should Wembley or MGM MIRAGE have any legal or financial exposure relating to such litigation. (h) The Acquisition is conditional, inter alia, upon the completion of the Lincoln Park Reorganization and receipt of regulatory clearances from the Rhode Island Lottery Commission, the Rhode Island Department of Business Regulation and other relevant regulators. (i) All of the Wembley Directors and certain other Wembley Shareholders, together owning or controlling an aggregate of 18,032,646 Wembley Shares, representing approximately 52.0% of the existing issued share capital of Wembley, have confirmed to MGM MIRAGE that they intend to vote in favor of the Acquisition. (j) The Acquisition, which has been unanimously recommended by the Wembley Directors, will be effected by way of a scheme of arrangement of Wembley under section 425 of the Companies Act. The Wembley Board is being advised by Hawkpoint and Merrill Lynch in connection with the Acquisition. (k) MGM MIRAGE is one of the world's leading and most respected hotel and gaming resort operators. It owns and operates 12 casino resorts located in Nevada, Mississippi, Michigan and Australia. The company is headquartered in Las Vegas, Nevada and is listed on the New York Stock Exchange with a market capitalization of approximately $5.8 billion (approximately GBP3.2 billion). Commenting on the Acquisition, J. Terrence Lanni, Chairman and Chief Executive Officer of MGM MIRAGE, said: "The acquisition of Wembley will complement MGM MIRAGE's existing portfolio of assets, particularly in the U.S. We believe that Wembley is a business with considerable potential which we intend to accelerate through the use of the considerable gaming expertise within MGM MIRAGE as well as MGM MIRAGE's strong balance sheet." Claes Hultman, Chairman of Wembley, said: "We are very pleased to have reached an agreement with MGM MIRAGE on a proposal which will provide a healthy premium to our shareholders, representing a share price growth of 275% plus dividends since the company's reconstruction in May 1995. This compares to a rise of 46% for the FTSE Leisure Index over the same period. MGM MIRAGE is a highly respected gaming operator and our Rhode Island, Colorado and U.K. businesses will be placed in very capable hands." To view appendices: http://bankrupt.com/misc/Wembley_PLC.htm CONTACT: MGM MIRAGE Phone: +1 (702) 891 7147 Alan M. Feldman CITIGROUP Phone: +44 (0) 207 986 4000 Wendell Brooks Simon Gluckstein CARL BYOIR & ASSOCIATES Phone: +44 (0) 207 413 3042 Lalu Dasgupta WEMBLEY Phone: +44 (0) 208 795 8003 Claes Hultman Mark Elliott HAWKPOINT Phone: +44 (0) 207 665 4500 Paul Baines Vinay Ghai MERRILL LYNCH Phone: +44 (0) 207 628 1000 Simon Mackenzie-Smith Tim Pratelli COLLEGE HILL Phone: +44 (0) 207 457 2020 Matthew Smallwood Justine Warren WEMBLEY PLC: Sets Aside US$8 Mln to Cover Lincoln Park Fine ----------------------------------------------------------- Wembley announces that its Rhode Island subsidiary, Lincoln Park Inc., has entered into an agreement with the United States Attorney for the District of Rhode Island to deposit US$8 million into an escrow account. This follows agreement with the U.S. Attorney that US$8 million represents the maximum aggregate fine that would be sought in the event of a conviction of Lincoln Park Inc. on all counts under the indictment against it. As part of this agreement, the U.S. Attorney has also confirmed that he would not object to a transfer of the business of Lincoln Park Inc. to another Wembley subsidiary, if regulatory approval were sought for this. Such a transfer helps facilitate a sale of the Rhode Island operation (or of Wembley itself) since the indicted entity, Lincoln Park Inc. (or any successor company), could then be transferred out of the Wembley Group to Wembley's shareholders, possibly by way of a dividend in specie. In such a situation, Lincoln Park Inc, having transferred its business to another Wembley subsidiary, would solely retain the benefit of the funds in escrow, together with sufficient additional funds to cover anticipated defense and other related costs. The deposit into escrow of the US$8 million does not represent an acknowledgement of any guilt whatsoever by Lincoln Park Inc, Nigel Potter or Dan Bucci. Indeed, as previously stated, the Board of Wembley believes that no U.S. laws were broken nor was there ever any intention to break any U.S. laws and accordingly it remains of the view that the allegations against Lincoln Park Inc are without foundation. Lincoln Park Inc and Messrs Potter and Bucci strenuously deny the allegations against them and intend to defend themselves vigorously at trial. In the event that Lincoln Park Inc. is acquitted (or any fines imposed are less than US$8 million), the US$8 million (or any balance thereof) would be returned to Lincoln Park Inc. If Lincoln Park Inc had previously been transferred out of the Wembley Group to Wembley's shareholders, this amount would in turn be distributed to shareholders. Wembley has also reached agreement on the terms of a recommended cash acquisition for the Company by MGM MIRAGE of the U.S.A., details of which are incorporated in a separate announcement. CONTACT: WEMBLEY PLC Phone: 020 7457 2020/020 8902 8833 Claes Hultman, Executive Chairman Mark Elliott, Finance Director COLLEGE HILL Phone: 020 7457 2020 Justine Warren Matthew Smallwood * Fitch Risk's CreditVantage Sets up European Loan Loss Database ---------------------------------------------------------------- CreditVantage is proud to announce the launch of the European Loan Loss Database (ELLD). The ELLD is an inter-bank database containing approximately 3,000 loan observations from 1,100 obligors in Western and Southern Europe, Benelux and the Nordic Region. The ELLD contains loan observations compiled from data pooled from major financial institutions in France, Germany, Switzerland and the United Kingdom. The ELLD allows users to analyze many components of commercial loan performance including: credit migration, default rates, loan utilization/exposure at default, loss-given default, time to default and time to resolution, making it a useful source for external default and recovery data required by financial institutions preparing for Basel II compliance. "The development and launch of the European Loan Loss Database extends our leadership position in the market for loan specific credit data. The addition of the ELLD to our product offerings represents the natural evolution of the product and aims to satisfy the growing appetite for consortium data throughout the European credit community," David Kelson, Managing Director, CreditVantage. The ELLD is modeled after CreditVantage's well-established North American Loan Loss Database, which contains fifteen years of data from over 30 leading financial institutions. About CreditVantage CreditVantage uses leading technologies and sophisticated quantitative techniques to deliver complete credit risk management solutions. Our quantitative modeling software and specialized data products, combined with our expert qualitative judgment, can help you to optimize your management of credit risk and thrive in today's financial markets. For more information regarding CreditVantage and its solutions, visit the Fitch Risk web site at http://www.fitchrisk.com About Fitch Risk Fitch Risk delivers the best in risk technologies and enterprise risk advisory services in the realm of market, credit and operational risk. Fitch Risk is an affiliate of Fitch Ratings and a subsidiary of Fimalac, S.A., an international business support services group headquartered in Paris, France. Fitch Risk has offices in New York, London and Greenwich, CT. For further information, visit http://www.fitchrisk.com ********* 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. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. 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