/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/040204.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Wednesday, February 4, 2004, Vol. 5, No. 24 Headlines C Z E C H R E P U B L I C CK FISCHER: Founder Leaves Board, But Retains Stakes F R A N C E ALSTOM SA: Former Mannesmann Head Steps down from Board SUEZ GROUP: 2003 Revenues Slightly Down from Last Year's SUEZ GROUP: RTL Agrees with CSA on Changes to M6's License G E R M A N Y BERTELSMANN AG: Court Awards AOL Europe Partners US$292 Million H U N G A R Y NABI RT: To Reduce Number of 'Indirect' Workers in Budapest PARMALAT HUNGARIA: Owes Local Milk Suppliers HUF380 Million I T A L Y PARMALAT FINANZIARIA: Court Bars Disposals in Brazilian Unit PARMALAT FINANZIARIA: Comerica Adds Case in String of Suits P O L A N D DAEWOO-FSO: Investment Negotiations to Start Shortly S W E D E N JEFFERSON SMURFIT: EUR250 Million Sub-notes Due 2014 Rated 'B' SKANDIA INSURANCE: Completes Sale of Japanese Operations U N I T E D K I N G D O M CANTERBURY FOODS: Remains in Red Despite Trading Improvement CLUBHAUS PLC: Directors Recommend Sale of Company DUNLOP STANDARD: Proposed Bond Rated 'CCC+'; Outlook Stable EMSLEY INVESTMENTS: Members Decide to Liquidate Firm EMSLEY INVESTMENTS: Creditors Have Until Feb. 12 to Prove Claims FILTRONIC PLC: Pricing Pressure Hits Margins of Main Product MARCONI CORPORATION: Cancels Previously Repurchased Junior Notes MARPLETIME PLC: Calls in Liquidators from Brown Butler MOTHERCARE PLC: Defends Recovery Forecast Against Speculations NETWORK RAIL: Selects Frictionless Commerce for Sourcing Plan PRIORY FINANCIAL: Shareholders Approve Winding up RJH GROUP: Final Winding-up Meeting Scheduled February 20 SPRINGWOOD PLC: Banking Facility Extended Until End of Week ********* =========================== C Z E C H R E P U B L I C =========================== CK FISCHER: Founder Leaves Board, But Retains Stakes ---------------------------------------------------- Vaclav Fischer, the founder of the largest Czech travel agency, resigned his board post at CK Fischer, company Spokeswoman Vera Kudynova said, according to Czech Happenings. Mr. Fischer's resignation follows the approval of organizational changes in the travel agency after the purchase of K&K Capital Group of a majority stake in the firm last year. Mr. Fischer will continue to keep his 25% stake in all three companies, namely CK Fischer, Fischer s.r.o., which owns the branch network, and airline, Fischer Air, according to Marie Pressburgerova, spokeswoman of Karel Komarek, who owns K&K Capital. The report quoted Mr. Fischer saying in a press release that it is not easy for him to leave but it is the last step necessary for the rescue of the name Fischer. =========== F R A N C E =========== ALSTOM SA: Former Mannesmann Head Steps down from Board ------------------------------------------------------- Klaus Esser has resigned from the board of Alstom, the engineering company said. He will be replaced as chairman of group's audit committee by Jean-Paul Bechat, chairman of aero- engines maker Snecma. His replacement in the board will be decided at a future board meeting, Alstom said. Mr. Esser, who was said to have resigned for personal reasons, is the former head of Mannesmann. He is currently facing a high-executive pay trial together with Deutsche Bank chief, Josef Ackermann, and four other former Mannesmann directors in relation to the takeover of Mannesmann by Vodafone in 2000. The defendants are accused of illegally approving EUR57 million of bonus payments to ease out the transaction. SUEZ GROUP: 2003 Revenues Slightly Down from Last Year's -------------------------------------------------------- Total Group revenues for 2003 were EUR39.6 billion compared with EUR40.8 billion in 2002. The greater part of 2003 revenues (90% of the total) were generated in Europe and North America, 80% of which from the European continent alone. The satisfactory level of organic revenue growth within the new Group structure specified in the action plan, paved the way for a practically stable revenue figure (-2.8%), despite the impact of disposals and unfavorable exchange rate movements. (a) Changes in Group structure (-EUR2,806 million) mainly include disposals of Nalco (-EUR2,819million)(2), Northumbrian (-EUR798 million)(2) and Cespa (-EUR134 million); these were partially offset by the full consolidation of Acea Electrabel S.p.A. de Tirrenopower in Italy and of Polaniec in Poland (+EUR723 million for the 3 entities)(2), as well as the consequences of deregulation in Belgium, linked in particular to the separation of transmission activities, Elia, the creation of Electrabel Customer Solutions, and the dissolution of the Electrabel-SPE partnership (together +EUR503 million). (b) Exchange rate fluctuations (-EUR1,123 million): the main factors being the U.S. dollar (-EUR510 million), the Brazilian real (-EUR195 million) and the sterling (-EUR111 million). (c) Changes in natural gas prices (+EUR375 million). Organic Group revenue was up +6.1%. This growth derived both from Energy (+7.3%) and Environment (+3.7%) activities. Energy growth was exceptionally strong for EGI, thanks to the startup of five new power plants (+EUR480 million) and the increase in LNG sales in the USA (+EUR426 million). For EGE, growth was due mainly to improved production base and (1)For a comparable structural basis, excluding changes in Group structure and exchange rate fluctuations, excluding Puerto Rico, see Table, page 5. Including the Puerto Rico contract, whose cancellation was announced January 13, 2004, total organic revenue growth was 6.8%. (2) Changes in Group structure during the first half of 2003. contract portfolio efficiencies (+EUR250 million), and to natural gas and electricity sales outside Belgium (+EUR267 million). The growth in Water sales in Europe contributed +EUR312 million to growth in Environment. REVENUE CONTRIBUTION BY BUSINESS ACTIVITY (in EURmillions) Dec. 31 Dec. 31 Gross Organic 2003 2002 (1) change growth (2) Energy 26,634.6 24,242.3 9.9% 7.3% Environment, excluding Nalco 12,309.7 13,078.3 -5.9% 3.7% Total businesses 38,944.3 37,320.6 4.4% 6.1% Others 677.5 644.2 5.2% 6.3% Total Group, excl. Nalco 39,621.8 37,964.8 4.4% 6.1% Nalco (3) 2,819.1 TOTAL GROUP 39,621.8 40,783.9 -2.8% 6.1% GROUP BUSINESS REVENUES TREND ENERGY The Energy business grew by 7.3% net, against 9.9% gross. The positive impact of changes in Group structure (+ EUR1,026 million) and natural gas price increases (+ EUR375 million) were partially offset by the unfavorable impact of foreign exchange fluctuations (-EUR697 million). (in EURmillions) Dec. 31, Dec. 31, Gross Organic 2003 2002 change growth Electricity & Gas Europe 12,747.3 10,934.5 16.6% 4.0% Electricity & Gas International 4,490.8 3,732.4 20.3% 39.7% Energy and Industrial Services 9,396.5 9,575.4 -1.9% -0.1% ENERGY 26,634.6 24,242.3 9.9% 7.3% Revenues of Electricity & Gas Europe increased by +16.6% at December 31, 2003. On a comparable basis, revenues progressed by +EUR426 million, for organic growth of +4,0%. (a) Electricity (i) In Belgium electricity volumes to captive and deregulated customers decreased slightly; the second half of 2003 was impacted by increased deregulation following the complete deregulation in Flanders. (ii) Outside Belgium electricity sales grew by EUR810 million of which EUR147 million was organic. For the period, these sales represent 40% of all EGE electricity sales in volume terms, compared with 31% in 2002. (b) Natural Gas (i) Sales by Electrabel and Distrigas to natural gas distribution companies in Belgium have dropped slightly following market deregulation in Flanders in the second half of 2003. (ii) Sales outside Belgium showed strong growth (EUR+120 million), following one-off sales contracts in Spain and new supply contracts in France. (iii) Sales of electricity, natural gas and other kinds of fuel made in the context of inventory and contract portfolio optimization reached EUR1,495 million, representing and increase of EUR+250 million, mainly related to natural gas sales. Electricity & Gas International grew by +39.7% (or EUR+1,269 million), on a comparable structural, exchange rate and natural gas price basis. The exceptional growth level (compared to +24.8 % during the first half of 2003) is mainly explained by the effect of new electricity power stations being put into service at the beginning of 2002 and, in 2003, by the continued emphasis on LNG business development. Growth at the end of December 2003 came mainly from: (a) North America (+EUR983 million), with(1) growth in of Tractebel LNG North America sales (EUR+426 million), representing +68 % in volume, particularly after the doubling in vaporization capacity of the Everett terminal and the increase in transport capacity; (2) the +EUR332 million effect of 4 new power stations being put in production - Red Hills, Mississippi (440 MW); Ennis, Texas (350 MW); Monterrey, Mexico (245 MW); and Chehalis, Washington State (520 MW);(3) commercial success in direct energy sales to industrial and service segment customers by Tractebel Energy Services Inc. in its start -up phase (TESI: +EUR144 million); and (4) for Trigen, the impact of a harsh winter, 2002-2003 (+EUR30 million). (b) Asia, with the production start-up of the Bowin power station (740 MW) in Thailand (+EUR148 million) since the end of January 2003 - growing LNG business outside North America, (+EUR132 million). Latin America recorded more or less stable revenues (-EUR30 million), despite the non-recurrence of the rationing that occurred in Brazil in 2002, offset mainly by price adjustments and the signature of new bilateral contracts with distributors and industry concluded in that country's energy market deregulation. Energy and Industrial Services business was stable (-0.1%, or - EUR6 million), resulting from Service business growth (Elyo, with an organic growth of +4.2%) and from a slight weakening of the Installation business following the postponement of investment projects, particularly in the Netherlands and Belgium. ENVIRONMENT (in EURmillions) Dec. 31 Dec.31 Gross Organic 2003 2002 Change growth SELS Water Europe 3,776.3 4,360.9 -13.4% 9.2% SELS Waste Europe 4,923.3 5,140.2 -4.2% -0.2% Degremont 864.3 838.9 3.0% 3.1% Others/International 2,577.8 2,598.5 -0.8% 3,2% SELS 12,141.7 12,938.5 -6.2% 3.5% OIS 168.0 139.8 20.2% 19.1% ENVIRONMENT excl Nalco 12,309.7 13,078.3 -5.9% 3.7% The Local Environment Services division achieved sales of EUR12.1 billion, a decrease of 6.2%, negatively impacted by a change in structure (-EUR1,011 million), primarily by the partial sale of Northumbrian, and the impact of exchange rate fluctuations (-EUR425 million), offset by sustained organic growth. Activities in Europe and North America represent 86% of the total sales. Organic growth (1) stands at 3.5%, or +EUR391 million. It is the result of: (a) Water Europe (up 9.2%, i.e. +EUR312 million), mainly in France (+7.1%) thanks to a satisfactory commercial performance (new industrial contracts, riders covering lead regulations) and exceptional weather conditions during the summer; (b) Waste Services activities in France (organic growth of 3.3% resulting from an increase in rates combined with a favorable volume trend, and the cancellation of unprofitable contracts in certain European countries, in particular the U.K. and Germany; (c) International activity, particularly in Latin America, +EUR56 million, coming in particular from a progression of activity in Chile and Brazil; (d) Degremont revenues increased by 3.1%, a slowdown compared to the previous quarter, due to the start up of some major contracts in Fujairah and Gabal. Ondeo Industrial Solutions recorded organic growth of 19.1% thanks to a number of significant contracts being signed during 2003. The impact of the change in structure arising from the Nalco disposal amounted to -EUR2,819 million. (1) On a comparable basis, excluding Puerto Rico. Including the Puerto Rico contract, whose cancellation was made January 13, 2004, organic growth would have been 5.8%. OTHER The Communications Sector grew by 5.2% or EUR33 million, driven by a good performance by M6, and an increase in sales at Noos. Organic growth for the Environment sector was 6.3%. REVENUE BREAKDOWN BY GEOGRAPHIC ZONE The geographic revenue breakdown was: In EURmillions Dec 31, 2003 % contrib Dec 31 % contrib. Gross 2002 (1) change France 9,750.5 24.6% 9,542.3 23.4% 2.2% Belgium 11,472.7 29.0% 10,514.5 25.8% 9.1% Subtotal, France-Belgium 21,223.2 53.6% 20,056.8 49.2% 5.8% Other European Union 9,005.5 22.7% 10,145.6 24.9% -11.2% Other European Countries 1,377.6 3.5% 1,020.2 2.5% 35.0% Subtotal Europe 31,606.3 79.8% 31,222.6 76.6% 1.2% North America (2) 3,885.4 9.8% 4,659.9 11.4% -16 6% Subtotal Europe and North America 35,491.7 89.6% 35,882.5 88.0% -1.1% South America 1,702.1 4.3% 2,098.1 5.1% -18.9% Asia, Middle East and Oceania 1,866.8 4.7% 2,109.1 5.2% -11.5% Africa 561.1 1.4% 694.2 1.7% -19.2% TOTAL 39,621.8 100.0% 40,783.9 100.0% -2.8% (1) Reported in 2002, after netting energy trading purchases and sales. (2) including Mexico. The sustained growth in France and Belgium, which represents more than 50% of the Group's total revenue, benefited from a progression throughout all areas of Group activity. The zone "Other European Countries" decreased due to the Northumbrian and Nalco disposals and despite the proportional consolidation of AceaTractebel and Tirrenopower. The considerable decline in North America, South America, Asia, the Middle East and Oceania was primarily due the Nalco disposal and the negative effect of local currency depreciation. BREAKDOWN 0F ORGANIC GROWTH ON A COMPARABLE BASIS Organic growth in revenues on a comparable basis was: Dec. 31 Dec. 31 Organic growth 2003 2002 Reported revenues 39,621.8 46,089.8 Energy trading(1) 5,305.9 Reported revenues, excluding trading 39,621.8 40,783.9 Changes in Group structure(2) -2,047.7 - 4,853.0 Exchange rate fluctuations -1,123.4 Changes in Group structure - Puerto Rico(3) -449.4 -201.1 Natural gas prices 374.9 Comparable 37,124.7 34,981.3 6.1% (1) Revenues are now presented after offsetting energy trading purchases and sales. Therefore, amounts published December 31, 2002 have been restated. The contribution of energy trading which is strictly operational in nature, with the objective of optimizing both production facilities and the combustible fuels trading portfolio, is incorporated entirely in the revenue figure. (2) Respectively, 2003 revenues from companies consolidated for the first time, and 2002 revenues from companies removed from consolidation. (3) As a result of the January 13, 2004 announcement of Suez' withdrawal from the Puerto Rico contract, the contract's 2002 and 2003 contributions are now excluded from the comparison. If the Puerto Rico contract were included, the organic growth figure would be 6.8%. QUARTERLY REVENUE BREAKDOWN (in EURm) 1st qtr 2nd qtr 3rd qtr 4th qtr Cumulative 2002 10,214.9 9,612.2 9,413.6 11,543.2 40,783.9 2003 excl.Nalco(1) 10,136.6 9,316.3 9,221.2 10,947.7 39,621.8 Change in % -0.8% -3.1% -2.0% -5.2% -2.8% (1) Revenues published during the first 3 quarters of 2003 integrated Nalco's contribution and amounted to EUR10,757 million, EUR9,928 million and EUR9,855 million respectively SUEZ, (www.suez.com) a worldwide industrial and services Group, active in sustainable development, provides companies, municipalities, and individuals innovative solutions in Energy - electricity and gas - and the Environment - water and waste services. SUEZ is listed on the Euronext Paris, Euronext Brussels, Luxembourg, Zurich and New York Stock Exchanges. CONTACT: SUEZ Financial Analysts Arnaud Erbin Phone: +331 4006 6489 Eleonore de Larboust Phone: +331 4006 1753 Bertrand Haas Phone: +331 4006 6609 Homepage: http://www.suez.com SUEZ GROUP: RTL Agrees with CSA on Changes to M6's License ---------------------------------------------------------- RTL Group has reached an agreement with broadcasting regulator, Conseil Superieur de l'audiovisuel (CSA), that will clear the way for Suez to dispose of its stake in M6. RTL Group remains firmly committed to the long-term success of M6 and, after several months of constructive dialogue with the CSA, have reached agreement on changes to M6's broadcasting license. The main terms of the agreement are: (a) RTL Group, which owns a 48.4% economic interest in M6, has been recognized as the principal shareholder in the group by the CSA. (b) RTL Group's voting rights remain capped at 34% but will be automatically lifted in the event that the 49% ownership limit in French media law is removed. (c) RTL Group has agreed with the CSA to reserve one-third of board seats for independent directors. (d) RTL Group has committed to maintain the independence of M6 with no change to the editorial line. Chief executive of RTL Group, Gerhard Zeiler, said: "As M6's largest shareholder we are looking forward to continuing to work with both M6 and the CSA to further build on its track record of innovation, diversity, and commercial success. I would also like to take this opportunity to congratulate Nicolas de Tavernost and his team on the record 2003 results published last week, which are a credit to everyone at M6." CONTACT: RTL GROUP Press and analysts: Andrew Buckhurst Phone: 00352 42 142 5074 FINSBURY Press Julius Duncan Phone: 0044 207 251 3801 Analysts Katie Lang Phone: 044 207 251 3801 ============= G E R M A N Y ============= BERTELSMANN AG: Court Awards AOL Europe Partners US$292 Million --------------------------------------------------------------- A judge has ordered media giant Bertelsmann to pay US$260.8 million to two Internet businessmen in relation to the creation and sale of web portal AOL Europe. Jan Beuettner and Andreas von Blottnitz, who helped in Bertelsmann's merger with AOL in 1995, won a case demanding a portion of the proceeds raised by the music firm when it sold half its stake in AOL to Time Warner for US$6.7 billion. A Californian court and a jury ruled more than a month ago that the two should be awarded up to US$1 billion or US$250 million on each of the four counts it won. But due to the uncertainty of the scale of the total payment and how it should be divided, a judge has to be called to decide on the matter. Judge Brown ruled a US$260.8 million payment. He also tacked on 4% in interest from the date the lawsuit was filed three years ago, which added US$31 million to the judgment -- bringing the total payout to US$292 million. Judge Brown cleared Bertelsmann's former chairman and chief executive Thomas Middelhoff of personal liability in the case. ============= H U N G A R Y ============= NABI RT: To Reduce Number of 'Indirect' Workers in Budapest ----------------------------------------------------------- Following the required preparatory arrangements, the NABI Group began the reduction of its workforce in order to adjust its labor structure to efficiency expectations and reduce body shell production levels. The Company will carry out the downsizing in multiple steps. In the third quarter of 2003, the downsizing affected some 100 employees. A further reduction of 50 employees is expected in the first quarter of 2004. The staff reduction efforts primarily affect the Budapest operations of the company and involve mostly indirect workers. In addition to the headcount reductions, the Group has already introduced other measures to increase efficiency. CONTACT: NABI RT Peter Horvath, Director of Finance Phone: +36-1-401-7305 Fax: +36-1-407-2931 E-mail: phorvath@nabi.hu PARMALAT HUNGARIA: Owes Local Milk Suppliers HUF380 Million ----------------------------------------------------------- Parmalat Hungaria owes the Milk Product Council HUF380 million (EUR1.45 million) in unpaid fees, Pal Istvan Kiss, chairman of the council said, according to the Budapest Business Journal. A two-week negotiation between producers and the company failed last week, forcing both a consortium of unpaid suppliers and the Milk Product Council to separately file for liquidation of the troubled dairy producer on Friday. The report cited an industry source, who refused to be identified, saying the liquidation procedure was started after Italy's Parmalat S.p.A. said last week it would not bear any financial responsibility or guarantee for its Hungarian subsidiary. Meanwhile, Miklos Istvanfalvi, representative of the consortium formed by suppliers, assured they would continue to supply Parmalat with milk, but under new conditions. "We would like to keep production running during liquidation," he said. "Previously, both our old and new outstandings were in danger. The liquidation procedure will ensure payments for the new supplies." He confirmed that as part the liquidation procedure, they would trade part of the consortium's claim for stake in the company. Parmalat Hungaria, which takes a 5-6% market share in Hungaria's milk and dairy products, posted losses of HUF1.7 billion in 2001 and HUF1.5 billion in 2003. It is majority-owned by Italian parent Parmalat Finanziaria. The European Bank of Reconstruction and Development holds 32% the company. ========= I T A L Y ========= PARMALAT FINANZIARIA: Court Bars Disposals in Brazilian Unit ------------------------------------------------------------ At the request of Japanese bank Sumitomo Mitsui, the 29th Civil Court of Sao Paulo, Brazil -- the Tribunal de Justica do Estado de Sao Paulo -- enjoins Parmalat Brasil S.A. Industria de Alimentos from selling any businesses to help pay for the debts of its Italian parent company, Parmalat S.p.A. Claudio Grimaldi, general manager of the legal department of Banco Sumitomo Mitsui Brasileiro, told Reuters that the Sumitomo is a creditor of Parmalat Brasil. Sumitomo wanted to ensure that Parmalat Brasil remained in operation. Parmalat missed a US$2,100,000 payment to Sumitomo due January 19, 2004, according to Mr. Grimaldi. Parmalat is supposed to pay Sumitomo another US$7,900,000 on January 26, 2004. Parmalat Brasil, through its public relations company, said that it had not been notified of the injunction. (Parmalat Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945- 7000) PARMALAT FINANZIARIA: Comerica Adds Case in String of Suits ----------------------------------------------------------- U.S. District Judge Paul Borman ruled in favor of Comerica Bank in its attempts to demand payment from Italian food group Parmalat, according to Detroit Free Press. Comerica Bank won a request to prevent the U.S. subsidiary of Italian food group Parmalat from selling assets without court approval. The bank lodged the case on December 30 demanding payment on its outstanding note from Parmalat with an outstanding balance of US$9.2 million, plus a letter of credit worth $758,319 and $27,000 in accrued interest. Parmalat lost its glitter in December when it emerged the US$4.9 billion account it had claimed to hold with Bank of America was nonexistent. Ten people were arrested, including former Parmalat boss, Calisto Tanzi, in relation to the fiasco. =========== P O L A N D =========== DAEWOO-FSO: Investment Negotiations to Start Shortly ---------------------------------------------------- Poland's government has sent out invitation to potential Daewoo- FSO investors to officially declare their plans in Warsaw's carmaker, according to Warsaw Business Journal. Volkswagen, Rover, Nucarco and ZAZ were asked to confirm by February 5 whether they are willing to participate in negotiations. After the Treasury Ministry has picked its choice, further discussions with Daewoo Motor Co. on acquiring the Korean company's stake in Daewoo-FSO will be made. The government is pressured to find a rescuer for Daewoo-FSO by October, when the company's rights to produce Daewoo's Matiz and Lanos models expire. =========== S W E D E N =========== JEFFERSON SMURFIT: EUR250 Million Sub-notes Due 2014 Rated 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' rating to the EUR250 million subordinated notes due 2014 issued by JSG Holdings PLC, a newly created holding company located high-up in the Jefferson Smurfit Group structure. At the same time, Standard & Poor's assigned its 'BB-' corporate credit rating to the new parent entity within the group, JSG Packaging Ltd. In addition, Standard & Poor's affirmed all of its ratings on Jefferson Smurfit Group (JSG) entities. The outlook is stable. The proceeds from the notes issue will be used to reduce share capital in the group. The 'B' rating assigned to the issue -- two notches below the JSG corporate credit rating -- is based on the group's current and pro forma capital structure, which contains a significant amount of secured debt. In addition, the new notes are structurally subordinate to all other interest- bearing debt at subsidiary levels. Standard & Poor's views the new notes as debt. This is despite the fact that the notes are designed to be deeply subordinated and non-cash interest-paying (interest accrues) until maturity and, therefore, have no immediate effect on the group's near to medium term cash flow coverage ratios. "Besides the negative effects this transaction has on debt leverage, it is a negative deviation from a financial policy perspective as Standard & Poor's had expected JSG to focus on debt reduction," said Standard & Poor's credit analyst Andreas Kindahl. "Nevertheless, the group's credit quality is buoyed by its average business profile and operating performance and cash flow coverage ratios, which remain adequate for the current ratings." At Sept. 30, 2003, JSG had net debt of EUR3.2 billion ($3.7 billion). Flexibility within the current ratings will be very restricted following the new debt issue, however, and the group is expected to gradually improve credit measures in the medium term by using free cash flow for debt repayment. SKANDIA INSURANCE: Completes Sale of Japanese Operations -------------------------------------------------------- The [sale of the Japanese operations], valued at JPY20 billion, or SEK1.4 billion, will entail a positive effect of SEK0.8 billion on shareholders' equity and result after tax during the first quarter of 2004. During the same period, net asset value will also be favorably affected in the amount of SEK0.4 billion. All amounts are in comparison with September 2003. The Japanese operation will be reported among discontinued operations in the full-year result for 2003. To facilitate comparison, the group overview prepared in connection with the 2003 Year-End Report (as in the 2002 Annual Report) will be presented exclusive of the result of discontinued operations. The format is shown in the tables on this release. By discontinued operations is meant American Skandia, the banking operation in Switzerland, and Skandia Japan. Skandia's 2003 Year-End Report will be released on February 27, 2004. On February 15, 2004, the Swedish Insurance Federation will be publishing sales statistics for the Swedish market in 2003. In connection with this, Skandia will inform about the group's sales in 2003. To see comparison figures 2002 for group overview: http://bankrupt.com/misc/Skandia_Comparison.htm CONTACT: SKANDIA Harry Vos, Head of Investor Relations Phone: +46-8-788 3643 =========================== U N I T E D K I N G D O M =========================== CANTERBURY FOODS: Remains in Red Despite Trading Improvement ------------------------------------------------------------ Since the announcement of the half-year results on September 27, 2003, trading at Canterbury Foods has continued to improve with net new business gained in the last two months running at an annualized turnover around GBP1.5 million. Throughout the second half of the year, the operating results were ahead of the monthly forecasts given to the bank as part of the refinancing of the Group and the management accounts for the ongoing business show a substantial improvement against the similar period in 2002. It is anticipated that the preliminary results for the twelve months ended December 31, 2003 will be issued in mid April and will reflect the goodwill write off of businesses which were disposed of during the year, a number of exceptional items and the reorganization costs associated with the restructuring. Therefore, as anticipated at the half-year, the Group expects to announce a substantial loss for the twelve- month period. The current year has started well with enquiries for new product lines running at a high level and the Group is optimistic that the results before tax and goodwill amortization for the first half of the current year will approach breakeven with the Group moving into profit in the second half of the year. Canterbury Foods is a manufacturer of beefburgers, sausages and pastry products for the food service and fast food markets. The Group also has a fast growing food ingredients business which supplies components and ingredients such as cooked sausages, bacon, stuffing and pastry to manufacturers throughout the United Kingdom, whose customers include many of the major U.K. multiple retailers. The Group's headquarters are based at its manufacturing site at Hull. It operates out of seven plants in the U.K. at: Bridgend (South Wales) - ready to use pastry & pastry shapes Hackney (London) - frozen & chilled individual sausages Hull (East Yorkshire) - full range of frozen burgers Sheppey (Kent) - uncooked pies, pasties, sausage rolls Stoke-on-Trent (Staffordshire) - speciality fast food burgers Whitstable (Kent) - dumplings / stuffing balls Yate (Bristol) - speciality cooked sausages and meat products The Group employs in the region of 600 people. The Market Market worth (purchase value) Fast Food (inc. takeaway, cafes) GBP1954 million Pubs GBP1104 million Restaurants GBP1327 million Hotels GBP1270 million Leisure/Travel GBP570 million Cost Sector GBP2283 million TOTAL MARKET GBP8508 million Frozen segment worth GBP2,500 million Target market for Canterbury Foods - GBP850 million CUSTOMERS The Group has over 400 customers across the U.K. and currently manufactures around 1,000 products for: In-store Restaurants Bake Off Fast Food Wholesalers National Wholesalers National & Regional Pub Brands Ready Meal Manufacturers Regional Wholesalers Sandwich Manufacturers CONTACT: CANTERBURY FOODS GROUP PLC Paul Ainsworth (Chief Executive) Phone: 01482 326 234 Alison Everatt (Finance Director) Phone: 01482 326 234 TEATHER & GREENWOOD LIMITED Jeff Keating/Stephen Austin Phone: 020 7426 9000 BEATTIE FINANCIAL Brian Coleman-Smith / Ursula Durman Phone: 020 7398 3300 CLUBHAUS PLC: Directors Recommend Sale of Company ------------------------------------------------- Strategic review update On September 24, 2003 Clubhaus PLC, the leisure group, announced that it had appointed Close Brothers Corporate Finance Limited to assist it in exploring a number of alternative options for the future development of the group, including the possible sale of the Company. Operational performance continues to be in line with management's expectations. However, the Board's ability to develop the business and deliver value to shareholders is significantly restricted by the Company's highly leveraged balance sheet and the associated interest burden (see notes to editors). It was for this reason that the Board decided to commence the review of the options for the future development of the Company. The independent Director, Norman Riddell, who is the only Director not associated with any of the approaches that have been received, has sought proposals from a large number of different parties interested in acquiring the Company. The independent Director is receiving financial advice from Rowan Dartington & Co. Limited. Based on the proposals that have so far been received, it would be necessary for the holders of the Company's issue of Senior Notes due June 1, 2009 (the 'High Yield Bonds') to agree to receive less than the full amount of their entitlement in order for shareholders to receive any value from a sale of the Company. Notwithstanding this, and although all options available to the Company are still being explored, the independent Director believes that an offer for the Company may be the best way to deliver value to shareholders. If such an offer were to be made to shareholders, it would be at a significant discount to the current market price of the Company's ordinary shares. A further announcement will be made in due course. Close Brothers Corporate Finance Limited and Rowan Dartington & Co. Limited are acting exclusively for Clubhaus in connection with the matters referred to in this announcement and will not be responsible for anyone other than Clubhaus for providing the protections afforded to their respective clients or for providing advice in relation to the matters referred to in this announcement. ***** As part of the restructuring of the Company's balance sheet in May 2002 the holders of the High Yield Bonds agreed to convert GBP45 million of principal of the High Yield Bonds, plus accrued interest, into new ordinary shares in the Company representing approximately 80% of the enlarged equity share capital of the Company. As at September 30, 2003 Clubhaus had net debt of GBP55.9 million (before deducting GBP1.0 million of unamortized costs of issue). This balance included approximately GBP15.9 million in respect of the High Yield Bonds. The Company has subsequently elected to pay the coupon on the High Yield Bonds for the year ended December 31, 2003 by the issue of a further GBP1.6 million of High Yield Bonds. As a result, the High Yield Bonds now have a face value of GBP17.5 million and since January 1, 2004 interest has been accruing on a daily basis at the rate of 12.0% per annum. The Company must satisfy future coupon payments on the High Yield Bonds in cash. CONTACT: FINANCIAL DYNAMICS Giles Sanderson James Melville-Ross Phone: +44 (0)20 7831 3113 CLOSE BROTHERS CORPORATE FINANCE LIMITED Alka Bali David Riddell Phone: +44 (0)20 7655 3100 ROWAN DARTINGTON & CO. LIMITED John Wakefield Phone: +44 (0)117 933 0020 DUNLOP STANDARD: Proposed Bond Rated 'CCC+'; Outlook Stable ----------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on U.K.-based aerospace group Dunlop Standard Aerospace Holdings PLC to stable from negative, reflecting the group's increased financial flexibility and improving medium-term growth prospects. In addition, Standard & Poor's assigned its 'CCC+' senior unsecured debt rating to Dunlop's proposed $125 million notes due 2009. At the same time, Standard & Poor's also affirmed its 'B' long-term corporate credit rating on Dunlop, and its 'CCC+' senior unsecured debt rating on the group's current $225 million bond issue, due 2009. At Sept. 30, 2003, Dunlop had Ao345.6 million of unadjusted net debt. "The outlook revision primarily reflects Dunlop's improved financial flexibility stemming from a relaxation of financial covenants and the proposed $125 million bond issue," said Standard & Poor's credit analyst Leigh Bailey. "The proposed bond issue is expected to ease the group's amortization pressure over the next two years and provide working capital to support Dunlop's recent military contract wins." The bond offering will enhance the group's financial flexibility since the proceeds will be used to repay drawings on the revolving credit facility, provide adequate funding to support the group's capital expenditure and working capital requirements in 2004, and ease pressure on forthcoming debt maturities. The successful conclusion of the bond issue is an important factor in Standard & Poor's assessment of the group's financial flexibility. Dunlop is compliant with existing covenants but headroom has been extremely tight and might have been threatened by investment required in 2004 to support new business initiatives. Standard & Poor's expects Dunlop's revenue and EBITDA growth to be supported over the intermediate term by the group's new military contracts and strong positions on important programs such as the Eurofighter and Joint Strike Fighter. Growing military revenues are expected to help mitigate the depressed prospects for the commercial aerospace market. EMSLEY INVESTMENTS: Members Decide to Liquidate Firm ---------------------------------------------------- Company Number: 04860310 Name of Company: Emsley Investments Limited Claro Park, Claro Road Harrogate HG1 4BB Nature of Business: Holding Company Type of Liquidation: Members Liquidator: Malcolm Edward Fergusson Haines Watts, First Floor Park House, Park Square West Leeds LS1 2PS Office Holder Number: 6766 Date of Appointment: January 7, 2004 By whom Appointed: Members EMSLEY INVESTMENTS: Creditors Have Until Feb. 12 to Prove Claims ---------------------------------------------------------------- I, Malcolm Edward Fergusson, of Haines Watts, First Floor, Park House, Park Square West, Leeds LS1 2PS, give notice that in accordance with Rule 4.106(1) of the Insolvency Act 1986, that I was appointed Liquidator of Emsley Investments Limited on January 7, 2004. Notice is further given that the Creditors of the company, which is being voluntarily wound up, are required, on or before February 12, 2004, to prove their debts by sending to the undersigned, Malcolm Edward Fergusson, of Haines Watts, First Floor, Park House, Park Square West, Leeds LS1 2PS, the Liquidator of the Company, written statements of the amounts they claim to be due to them from the Company and, if so requested, to provide such further details or produce such documentary evidence as may appear to the Liquidator to be necessary. A Creditor who has not proved his debt before the declaration of any Dividend is not entitled to disturb, by reason that he has not participated in it, the distribution of that Dividend or any other Dividend declared before his debt was proved. M E Fergusson, Liquidator FILTRONIC PLC: Pricing Pressure Hits Margins of Main Product ------------------------------------------------------------ Executive Chairman's statement on the company's interim financial results: Sales for the six months ended November 30, 2003 were GBP121.5 million (2002 GBP123.9 million) and operating profit was GBP4.7 million (2002 GBP1.4 million). The prior year figure is stated after charging GBP2.7 million of exceptional closure costs relating to the Santa Clara compound semiconductor facility. Financing costs totaled GBP2.5 million (2002 GBP1.4 million), comprising net interest payable of GBP2.8 million (2002 GBP4.4 million), a net currency exchange gain of GBP0.8 million (2002 GBP2.0 million) and an exceptional loss on the repayment of debt of GBP0.5 million (2002 GBP1.0 million gain). The profit before taxation was GBP2.2 million (2002 GBP0.0 million). After taxation charges of GBP1.5 million (2002 GBP1.5 million), the profit was GBP0.7 million (2002 GBP1.5 million loss). Basic earnings per share is 0.98p (2002 1.99p loss). Diluted earnings per share is 0.97p (2002 1.99p loss). Dividend The Board is maintaining an interim dividend of 0.90p (2002 0.90p) per share payable on April 1, 2004 to shareholders on the register at February 27, 2004. Operations On January 26, 2004, the company announced that the Board had implemented a reorganization of the business segments. This ensures that Filtronic is better positioned to address the challenges of moving from the development stage into production with a broad range of new products including power amplifiers. Accordingly, the segmental analysis of the operating results is: Six months ended Sales Operating profit 30 November 2003 2002 2003 2002 GBPm GBPm GBPm GBPm Wireless infrastructure 68.9 81.5 7.1 13.4 Handset products 33.3 24.3 7.7 5.2 Integrated products 18.7 17.4 (8.2) (14.2) Central services 1.9 1.2 (1.9) (3.0) Inter segment (1.3) (0.5) - - --------- -------- -------- ------- Total 121.5 123.9 4.7 1.4 --------- --------- --------- --------- Note that the operating loss of Integrated Products for the six months ended November 30, 2002 is stated after charging exceptional closure costs of GBP2.7 million. Wireless Infrastructure Sales in Wireless Infrastructure were similar to those achieved in the second half of the previous financial year. Pricing pressure from the major Original Equipment Manufacturers (OEMs) has kept margins at the lower end of our expectations for transmit/receive modules where we have maintained our position as the world's leading independent supplier. Handset Products Handset Products saw demand for mobile handsets increase substantially towards the end of 2003. We have maintained our leading market position resulting in increased sales of antennas. High volume flexible manufacturing techniques have enabled us to take increased market share and to achieve strong margins. These manufacturing processes are well suited to the increasing complexity of the products, many of which now include additional components. Integrated Products Integrated Products embraces the segments previously disclosed as Electronic Warfare, Broadband Access and Compound Semiconductors and will rely on integrated compound semiconductor circuits from our Newton Aycliffe facility in its future products. The business will provide the high power gallium arsenide ('GaAs') power amplifier modules to the Wireless Infrastructure business for incorporation into the complete power amplifier and related products for the base station market. The company has developed a range of radio frequency ('RF') switches using our high performance proprietary GaAs switch process. Costs of the Newton Aycliffe compound semiconductor facility remain at approximately GBP1 million per month. Currently the largest area of Integrated Products sales is in defense, including products on the European Fighter Aircraft program. Defense sales were slightly higher than the comparative period. We are continuing to improve our manufacturing processes for these products to increase volumes and improve margins. Central Services Central Services incorporates the digital signal processing expertise of Filtronic Sigtek together with a small research and development team based in Saltaire and group administrative services. Part of the central development group which has been involved with the power amplifier products has now been reallocated, either to the Wireless Infrastructure business or the Integrated Products business as appropriate, to facilitate the move to production quantities. These reallocations have increased the cost base of Wireless Infrastructure by approximately GBP2.5 million in this financial year and will add almost GBP1 million to the cost base of Integrated Products. Finance Net cash outflow before the repayment of debt in the six months ended November 30, 2003 was GBP1.1 million (2002 GBP4.9 million inflow). The company bought in $13.6 million (GBP8.5 million) of 10% Senior Notes due December 1, 2005 during the period. At November 30, 2003, long term debt totaled GBP51.5 million (2002 GBP74.9 million), representing GBP52.4 million ($90.0 million) of 10% Senior Notes due December 1, 2005, net of GBP0.9 million of deferred debt issue costs. At November 30, 2003, Filtronic had a cash balance of GBP4.4 million and was using GBP7.6 million of its GBP31 million bank overdraft facility. Net gearing was 51% (2002 73%). On December 1, 2003, the company redeemed a further $16.0 million of the Senior Notes by utilizing GBP10 million of short term bank financing. On January 16, 2004, Filtronic announced the refinancing of all of the remaining Senior Notes and the short-term bank financing by a GBP50.0 million Term Loan, which is being provided by Barclays Bank PLC and HSBC Bank PLC. The refinancing will take place on February 17, 2004. Foreign exchange risk on the refinancing has been eliminated by taking out a forward contract at an exchange rate of approximately $1.82 = GBP1. An estimated total exceptional loss on repurchase of the Senior Notes of GBP2.5 million will be recorded in the results for the year ending May 31, 2004. In a full financial year, the refinancing is expected to save approximately GBP1.5 million at current interest rates. Following the refinancing, Filtronic will have overdraft and other short term borrowing facilities of approximately GBP9 million available which the Board considers to be sufficient for the company's foreseeable requirements. Sale of Filtronic Solid State Electronic Warfare business and assets On December 31, 2003, the disposal of the Electronic Warfare division of Filtronic Solid State to Teledyne Wireless, Inc. was completed for $12.0 million in cash. During the six months ended November 30, 2003, this part of the Integrated Products business segment contributed GBP3.4 million of sales and GBP0.2 million of operating profit. After costs, this transaction is expected to show an exceptional profit on sale of approximately $8.0 million, which will be recorded in the results for the year ending May 31, 2004. Foreign currency exchange rates The weakening of the U.S. dollar, and consequently the Chinese yuan, which is linked to the US dollar, when compared to sterling, has had an adverse impact on our trading results. Had rates of exchange remained unchanged since June 1, 2003, sales for the six months ended November 30, 2003 would have been GBP3.0 million higher and operating profit GBP0.6 million higher when recorded in sterling. Trading outlook Wireless Infrastructure forecast demand has increased in the last few weeks for transmit/receive modules and associated products for base stations. Pricing pressure, however, is likely to continue to restrict growth in sales and margins. We are continuing to increase our manufacturing capacity in China and are also aggressively pursuing additional OEM customers for transmit/receive modules for mobile base stations to strengthen further our market leading position. Our new base station power amplifier products provide opportunities for further expansion and growth to this business segment. In September 2003, we were selected by a new OEM customer to supply initial quantities of an integrated RF head unit, incorporating power amplifiers, for 3G WCDMA base stations. We are currently supplying these initial units. Production quantities are expected to commence in the second half of this calendar year for this customer. Negotiations over pricing and volume requirements are not yet completed. Other power amplifier products are being developed for this customer and for three other OEMs. In Handset Products the exceptional market share gained on certain mobile phone programs in the first half of this financial year may not be maintained, with the possibility of a reduction in both sales and margins in the second half. However, we have a record number of antennas currently in development for mobile phone programs. These antennas are based on new techniques with many featuring a range of additional components and including quad band designs. We expect to maintain our market leading position in Handset Products. In Integrated Products, defense sales are expected to increase in the second half of the financial year with a consequent reduction in operating losses. Filtronic has been selected by a new customer as a preferred supplier, to manufacture pHEMT RF switches including a quad band version for cellular handset and wireless LAN applications. Volume manufacture is expected to commence in the first half of this calendar year increasing to more than one million units per month by the end of the year. Power amplifier modules for applications in WIMAX base stations, satellite ground stations, phased array radars and point to point transceivers are in development in addition to those for wireless infrastructure applications. All wireless systems require radiated power to increase in proportion to the amount of information transmitted, increasing demand for power amplifiers. Within Central Services, our digital signal processing expertise at Filtronic Sigtek will continue to be focused on developing proprietary real time predistortion techniques for power amplifier applications and the new standard base band digital interfaces necessary for the next generation of products. Summary Filtronic is a world leader in the design and manufacture of customized microwave electronic products. We have maintained our market leading position in our two main businesses. The facility at Newton Aycliffe provides the company with the compound semiconductor technology necessary in future microwave electronic products. The company's financial position has been strengthened with the return to profitability and the refinancing of our borrowings. Professor J D Rhodes CBE FRS FREng Executive Chairman February 2, 2004 To see financial figures: http://bankrupt.com/misc/Filtronic_Interim.htm To see Independent Review: http://bankrupt.com/misc/Filtronic_Independent_Review.htm Copes of this Interim Report are available from the registered office of the company: Filtronic plc The Waterfront Salts Mill Road Saltaire Shipley West Yorkshire BD18 3TT Phone: + 44 1274 530 622 Fax: + 44 1274 531 561 Home Page: http://www.filtronic.com CONTACT: FILTRONIC John Samuel, Finance Director Professor Christopher Snowden, Director Phone: 01274 530 622 Peter Binns, Nathalie Ells, Binns & Co PR Ltd. Phone: 020 7 786 9600 MARCONI CORPORATION: Cancels Previously Repurchased Junior Notes ---------------------------------------------------------------- Marconi Corporation plc (London: MONI and Nasdaq:MRCIY) announces that, in accordance with the terms of the Group's Secured Notes, it has proceeded with the cancellation of its holdings in the Junior Secured Notes which, as a result of previously announced repurchases and redemptions, amounted to US$18.1 million (approximately GBP9.8 million) as at January 30, 2004. As a result of this cancellation, the original issue amount of $486,881,472 of the Junior Notes has been reduced by $42,108,842 to $444,772,631. The pool factor that has applied since the partial redemption that occurred on January 12, 2004 remains unchanged at 57.0274167%. Any queries in respect of payment, pool factor or related matters should be directed to Emma Wilkes at Bank of New York on (+44) 20 7964 7662, who are the Registrar, the Depositary and the Paying Agent. 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 (MONI) and on Nasdaq (MRCIY). Additional information about Marconi Corporation can be found at http://www.marconi.com CONTACT: MARCONI CORPORATION Joe Kelly Phone: 0207 306 1771 E-mail: joe.kelly@marconi.com David Beck Phone: 0207 306 1490 E-mail: david.beck@marconi.com Investor Enquiries: Heather Green Phone: 0207 306 1735 E-mail: heather.green@marconi.com MARPLETIME PLC: Calls in Liquidators from Brown Butler ------------------------------------------------------ At an Extraordinary General Meeting of the Marpletime Plc, duly convened, and held at the registered office on January 14, 2004, the subjoined Resolutions were duly passed as a Special Resolution and as Extraordinary Resolutions respectively: "That the Company be wound up voluntarily, and that Andrew C Fozzard, of Brown Butler & Co, Yorkshire Bank Chambers, Infirmary Street, Leeds LS1 2JT, be and he hereby is appointed Liquidator for the purpose of such winding-up, that the Liquidator be authorized under the provisions of section 165(2) Insolvency Act 1986 to exercise the powers laid down in Schedule 4, Part 1, paragraph 1, to pay any class of Creditor in full and that the remuneration of the Liquidator be fixed by reference to the time given by the Liquidator in attending to matters arising in the winding-up as permitted under Rule 4.182(2)(b) Insolvency Rules 1986." J P Sugden, Solicitor MOTHERCARE PLC: Defends Recovery Forecast Against Speculations -------------------------------------------------------------- In response to an article published by the Financial Mail on Sunday on February 1, 2004, Mothercare issued this statement: "On January 14, 2004, Mothercare published a trading update for the 13 week period from October 10 to January 11, 2004, which showed a 2.3% increase in total U.K. store sales and a 5.8% increase in U.K. store like-for-like sales. The performance of Clothing was a strong part of that mix. Mothercare's recovery remains firmly on track. The sales data referred to within the Financial Mail on Sunday article is wholly inaccurate and does not reflect Mothercare's true performance in any way." Mothercare expects 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 206000 Steven Glew, Finance Director Phone: 01923 206187 BRUNSWICK GROUP LIMITED Susan Gilchrist/Philippa Power Phone: 020 7404 5959 NETWORK RAIL: Selects Frictionless Commerce for Sourcing Plan ------------------------------------------------------------- Frictionless Commerce, the enterprise sourcing leader, announced that Network Rail has selected Frictionless Sourcing software to help meet an aggressive cost savings target. As part of Network Rail's drive to control costs and improve efficiency, a new system to improve purchasing and better manage their supply chain was required. After a formal evaluation process, Frictionless Sourcing was selected due to the software's broad functionality and ability to enable collaboration for their 300-plus users. Key to the Frictionless selection was its ability to fully support Network Rail's complex sourcing needs and supply chain environment. Responsible for over 21,000 miles of track, 2,500 stations and 40,000 bridges and tunnels across Britain, Network Rail must ensure that the infrastructure is maintained to the highest quality to deliver a safe and reliable rail network. Frictionless Sourcing will be used to source a broad range of categories, from complex services, to capital equipment and asset management. In particular, the software's RFx, auction and supplier management features will be utilized to ensure quality goods and services are procured at the best price. "We're looking forward to working with Network Rail to help them move to the next stage of strategic sourcing. They recognize the value of an end-to-end sourcing platform to deliver both cost savings and consistent processes," said Stephen Sharp, President and CEO, Frictionless Commerce. About Frictionless Commerce Frictionless Commerce is a privately held, enterprise software company based in Cambridge, Mass. Frictionless delivers enterprise software applications that enable purchasing organizations to achieve world-class performance. Frictionless Sourcing software is a complete enterprise sourcing platform that minimizes the total cost of acquisition for all direct and indirect materials, services and capital equipment. Customers include: Network Rail, Bristol-Myers Squibb, KPMG LLP U.K., United Utilities Plc, MetLife, Alticor, Pantellos, Prudential plc, CIGNA, Philip Morris U.S.A., and CompAir U.K. Ltd. For more information, contact Frictionless Commerce at (617) 495- 0180 or visit http://www.frictionless.com The FRICTIONLESS Trademark is owned by Frictionless Commerce Incorporated, and is registered in the United States and the European union. PRIORY FINANCIAL: Shareholders Approve Winding up ------------------------------------------------- At an Extraordinary General Meeting of Priory Financial Services Limited, duly convened, and held at Connaught House, Alexandra Terrace, Guildford, Surrey GU1 3DA, on January 14, 2004, the subjoined Extraordinary Resolution was duly passed: "That the Liquidator be and is hereby authorized to distribute all or part of the assets in specie to the Shareholders in such proportion as they mutually agree and that the Liquidator be authorized under the provisions of section 165(2) to exercise the powers laid down in Schedule 4, Part I of the Insolvency Act 1986." R Hawkins, Chairman RJH GROUP: Final Winding-up Meeting Scheduled February 20 --------------------------------------------------------- Notice is hereby given in pursuance of sections 93 and 94 of the Insolvency Act 1986, that an Annual General and Final winding-up Meeting of RJH Group Limited will be held at 180 Strand, London WC2R 1WL, on February 20, 2004, at 10.30 a.m., to receive an account of the Liquidators' acts and dealings and the conduct of the winding-up and to consider and, if thought fit, to pass the following Resolutions as an Ordinary Resolution and as an Extraordinary Resolution respectively: "That the Liquidator's statement of account for the period of the liquidation be approved and that the books, accounts and documents of the Company and of the Liquidator be disposed of as the Liquidator sees fit, subject to any legal requirements governing the period of retention." Shareholders wishing to vote at the Meeting must (unless they are individual Contributories attending in person) lodge their proxies at the offices of Deloitte & Touche, PO Box 36833, 180 Strand, London WC2R 1WL, no later than 12.00 noon on Thursday 19 February 2004. J R D Smith, Joint Liquidator SPRINGWOOD PLC: Banking Facility Extended Until End of Week ----------------------------------------------------------- On December 18, 2003, the Company reported that it had agreed with its bankers that short term banking facilities would be in place to January 31, 2004. Those facilities have now been extended to February 8, 2004. The Company is continuing negotiations with its bankers, to secure long term funding, and with a number of principal creditors to reschedule and/or reduce certain of its liabilities. ***** The company said last month its initial impairment review resulted to an exceptional charge in the region of GBP46 million, to write down fixed assets and to increase the onerous lease provision to the appropriate level. If these writedowns are applied to shareholders' funds at June 30, 2003, as disclosed in the interim report, would result in the Company having net liabilities of approximately GBP18 million, it said. To see latest financial statements: http://bankrupt.com/misc/Springwood_H1.htm CONTACT: SPRINGWOOD PLC Bill Gore, Executive Chairman Phone: 01376 563890 ********* 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. 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