/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/040316.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Tuesday, March 16, 2004, Vol. 5, No. 53 Headlines F I N L A N D BENEFON OYJ: Discloses Changes in Shareholding Structure F R A N C E RHODIA SA: Sale of Ingredients Unit Not Enough; S&P Expects More G E R M A N Y DEAG AG: Bank Loan Payments Behind Full-year Loss G R E E C E ROYAL OLYMPIC: U.S. Court Terminates Chapter 11 Proceedings I R E L A N D GALEN HOLDINGS: Senior Unsecured Rating Withdrawn I T A L Y FESTIVAL CRUISES: Italian, Greek Creditors Back Turnaround Plan PARMALAT FINANZIARIA: Suspects in Swiss Probe Now Number Six PARMALAT NICARAGUA: Local Banks Reject Restructuring Proposal N E T H E R L A N D S KENDRION N.V.: 2003 Losses Exceed EUR100 Mln; Dividend Scrapped MILACRON INC.: Finds Funds to Repay Maturing Bonds, Bank Debt N O R W A Y AKER KVAERNER: Fitch Assigns 'BB' Rating, Stable Outlook PETROLEUM GEO-SERVICES: To Present Financial Results Today STOLT-NIELSEN: Hiroshi Ishikawa Leaves Board P O L A N D DAEWOO-FSO: Ups Car Sales Target in Ukraine R U S S I A AKTASHSKY BRICKWORKS: Under Bankruptcy Supervision Procedure DINSKAYA: Creditors Have Until April 6 to File Claim NOVOCHOPYERSK BUILDING: Voronezh Opens Bankruptcy Proceedings OLCHOVATSKY: Under Bankruptcy Supervision Procedure OMSK LIQUOR-VODKA: Under Bankruptcy Supervision Procedure PROMSVYAZMONTAZH: Undergoes Bankruptcy Supervision Procedure SEMYENOVSKY DAIRY: Declared Insolvent SEVERNAYA BREWERY: Archangelsk Court Declares Firm Insolvent SLAVYANSKAYA: Auction of Poultry Business Set April 9 S W E D E N ARLA FOODS: 700 Jobs in Danger as Firm Battles Poor Sales LM ERICSSON: To Hold Annual General Meeting April 6 U N I T E D K I N G D O M ABBEY NATIONAL: S&P Assigns Ratings to U.K. RMBS Transaction ABT SPORTSLINE: Winding up Resolution Passed AGENCY DRIVER: Designates Liquidator from Bartfields ANTIC DESIGNS: Barclays Appoints Smith & Williamson Receiver AQUILLA SYSTEMS: Names Mistry and Harlow Joint Liquidators ARGONAUT GAMES: Hopes to Cut Losses with Release of New Programs ARMAC FILM: In Liquidation; Business for Sale ASTRO TECHNOLOGY: In Administrative Receivership AUTOLECTRIX LIMITED: Picks Royce Peeling Green as Liquidator BAE SYSTEMS: Ends Search for New Chairman with BP's Dick Olver BECKTON LIMITED: Extraordinary Resolution to Wind up Approved BINAROSE LTD: Voluntary Resolution to Wind up Passed B N FASHIONS: Applies for Voluntary Liquidation BRITISH ENERGY: Non-executive Director Duncan Hawthorne Resigns BRITISH ENERGY: Adjusts Post-restructuring EBITDA by GBP37 Mln BUSINESS PROTECTION: Names Liquidator CANARY WHARF: Receives GBP30 Mln for Central London Buildings CATFIELD PROPERTY: Hires Liquidator from Smith & Williamson CENTRE-MASTEL LIMITED: Appoints Liquidator from Moore Stephens CONSORT ELECTRICAL: Winding up Resolution Passed COVENTRY PLATING: Hires Grant Thornton Liquidator E-SALES CONSULTANTS: Names David Horner Administrator FASTEC LIMITED: Venture Finance Designates Receiver HONEYCOMB CONSULTANCY: Hires Liquidator from Marks Bloom INTRINSIC VALUE: Gives Update on Liquidation, Rollover Proposals MARCONI CORPORATION: Buys Back US$24.5 Million More Notes METALTECH AEROSPACE: Ahli United Names Grant Thornton Receiver MORGAN CRUCIBLE: Rights Issue Receives Warm Welcome MYTV NETWORK: Patrick Trant Hires Receiver from Rogers Evans NETWORK RAIL: MTN Finance PLC Rating Affirmed TELEGNOMIC LIMITED: HSBC Appoints BDO Stoy Hayward Receiver TELELAB LIMITED: Hires Liquidator TELEWEST COMMUNICATIONS: 2003 Net Loss Down Significantly TRENDVALLEY LIMITED: Hires Elwell, Watchorn & Saxton Liquidator WESTGATE HALL: Appoints Liquidator * Large Companies with Insolvent Balance Sheets ********* ============= F I N L A N D ============= BENEFON OYJ: Discloses Changes in Shareholding Structure -------------------------------------------------------- The complemented table about the structure and contact information of, and investment distribution within, the Investor Group, being part of the disclosure of changes in holdings given on March 4, 2004, is: Table: Distribution of the investment within the Investor Group Investor Contact information % of shares after arrangement Octagon Solutions Ltd. 23-25 Broad Street St. Helier, Jersey, JE4 8ND, Channel Islands, rek.nr 864 41 47.166 % Darkrose Inv. 23-25 Broad Street St. Helier, Jersey, JE4 8ND, Channel Islands, reg.nr 826 32 2.500 % AWM Holdings 12 Piedmont Center Suite 310 Atlanta GA 30305 USA reg.nr. 58-252-4105 6.250 % Cercle Investments 3076 Sir Francis Drake's Highway P.O. Box 3463, Road Town Tortola British Virgin Islands Reg.nr. 584514 3.625 % Henry Jonninen 3.750 % Matti Kinnunen 0.250 % Tom Sunden 0.250 % Ashland Partners 101 South Robertson Blvd. Suite 210 Los Angeles, CA 90048 USA reg.nr. 95-476-0019 1.375 % Total 65.166 % BENEFON OYJ Jorma Nieminen, Chairman of the Board =========== F R A N C E =========== RHODIA SA: Sale of Ingredients Unit Not Enough; S&P Expects More ---------------------------------------------------------------- Standard & Poor's Ratings Services said its ratings and CreditWatch status on France-based chemicals producer Rhodia S.A. (B/Watch Neg/B) are unaffected by the group's agreement to sell its Food Ingredients unit to Denmark-based Danisco A/S for EUR320 million in cash. The transaction does not yet solve concerns on Rhodia's near- term liquidity position, as the new refinancing package drafted in December 2003 is dependent on further disposals of at least EUR80 million to be agreed by mid-year 2004 as well as an equity rights issue of at least EUR300 million. Notwithstanding, Standard & Poor's understands that the company's efforts to address its near-term and medium-term liquidity requirements are continuing. In addition to the rights issue, the refinancing plan that is currently under negotiation includes a new EUR758 million secured bank loan. Rhodia is expected to provide further details on this plan in the near future. CONTACT: STANDARD AND POORS RATING SERVICES Analyst E-mail Addresses ralf_kortuem@standardandpoors.com christine_hoarau@standardandpoors.com olivier_beroud@standardandpoors.com CorporateFinance_Europe@standardandpoors.com ============= G E R M A N Y ============= DEAG AG: Bank Loan Payments Behind Full-year Loss ------------------------------------------------- The Management Board has undertaken a review of the entire investment portfolio of the company after the completion of restructuring to draw up the consolidated annual financial statements to December 31, 2003. As a result of the adjustment, extraordinary depreciations of consolidated goodwill totaling EUR10.1 million were agreed. They will have no effect on liquidity. Along with scheduled restructuring expenditure, especially settlements and the heavy interest expenses of bank loans repaid in full at the end of December 2003, the consolidated annual result for the year 2003 will be negative. Yet the operating result on sales of EUR127.8 million is positive for the fourth quarter in succession. The equity ratio now stands at 24.5% (previous year: 26.4%), taking into account, along with the 26.6% reduction in liabilities, the EUR4.6 million raised by the 31 December 2003 convertible bond issue and the bridging mortgage for the Jahrhunderthalle in Frankfurt that was taken out on the same date. As at December 31, 2003, the DEAG Group's gross liquidity was EUR36.4 million. In the past few weeks the Management Board has been able to eliminate the liquidity risks outlined in the capital increase prospectus. Liquidity is now fully assured by a seven-digit tax refund, the granting of a current account credit line and the sale of the first plots of land adjoining the Jahrhunderthalle in Frankfurt am Main. The Board is convinced that the measures detailed above lay a firm foundation for future development. The final figures will be published as scheduled on 18 March 2004 at the accounts press conference in Berlin. The DVFA analysts' conference will be held on March 19, 2004 in Frankfurt am Main. CONTACT: DEAG DEUTSCHE ENTERTAINMENT AG Kurfurstendamm 63, 10707 Berlin Phone: +49 (0)30 810 75 0 Fax : +49 (0)30 810 75 519 E-mail: info@deag.de Contact: Adrienne Gehre, Investor Relations E-mail: : a.gehre@deag.de =========== G R E E C E =========== ROYAL OLYMPIC: U.S. Court Terminates Chapter 11 Proceedings ----------------------------------------------------------- Royal Olympic Cruises (NASDAQ-NMS:ROCLF) (ROCL) (Nasdaq: ROCLF) announced that the U.S. Bankruptcy Court for the District of Hawaii has entered orders dismissing the Chapter 11 proceedings applicable to the owning companies of the vessels Olympia Explorer and Olympia Voyager, which are subsidiaries of ROCL. The dismissal of these proceedings was entered on consent of debtors and the creditor banks in view of the imminent sale of the vessels, the sole assets of their respective owners, at auction. As announced by the company on March 10, the Olympia Explorer and Olympia Voyager will be sold at judicial auction on March 24 and March 26 respectively, under process initiated by creditor banks and pursuant to a settlement agreement between ROCL, the owners, and the banks. The judicial auction of the Olympia Explorer is scheduled to take place on March 24 in Long Beach California, and the auction of Olympia Voyager will be held on March 26 in Miami, Florida. CONTACT: ROYAL OLYMPIC CRUISES James R. Lawrence of MTI Network U.S.A Phone: +1-203-550-2621, for ============= I R E L A N D ============= GALEN HOLDINGS: Senior Unsecured Rating Withdrawn ------------------------------------------------- Standard & Poor's Ratings Services said on Friday that it withdrew the ratings on Galen Holdings PLC, given the limited market interest. ***** In September 2003, Standard & Poor's Ratings Services revised its outlook on Galen Holdings PLC to positive from stable. At the same time, Standard & Poor's lowered its senior unsecured rating to 'B' from 'B+' and affirmed the 'B+' corporate credit rating on the company. The senior unsecured rating is being lowered solely to reflect the priority position of the increased senior secured debt resulting from the company's credit facility and is not indicative of deterioration in corporate credit quality. "The ratings on Northern Ireland-based Galen reflect its aggressive use of debt to fund product acquisitions and the possible threat of generic competition to several of its key products," said Standard & Poor's credit analyst Arthur Wong. "These factors are partially offset by the growing diversity of the company's portfolio of drugs and its sizable 340-person sales force." ========= I T A L Y ========= FESTIVAL CRUISES: Italian, Greek Creditors Back Turnaround Plan --------------------------------------------------------------- Festival informs that the Company and the representative of the future new investor have presented the Italian and Greek banks with a substantial and definitive proposal for the reorganization and re-launch of the Group. The plan was positively received. On Friday, the company said a meeting with Credit Agricole Indosuez and Alstom will be held within the next few days in order to present them with this detailed proposal, and to define the terms for release of the vessels, M/V Mistral, M/V European Vision and M/V European Stars. PARMALAT FINANZIARIA: Suspects in Swiss Probe Now Number Six ------------------------------------------------------------ Swiss justice authorities identified two more suspects in the ongoing investigation into the Parmalat scandal, according to Associated Press. The total number of people being interrogated is now six, said Andrea Sadecky, spokeswoman for the Federal Prosecutor's Office. But she did not identify who the new suspects were, or give any details on the investigation. The prosecutors office began a money-laundering investigation into the collapse of Italian dairy giant Parmalat in January. It said at the time four Italian citizens were under suspicion and several bank accounts had been frozen. The Swiss Federal Banking Commission has opened an inquiry into links between financial firm Credito Privato Commerciale and Geslat, a Parmalat subsidiary. Both are based in Lugano in Switzerland. The state bank of Graubuenden also made an investigation into a 1999 transaction of US$3.75 million linked to Parmalat. Parmalat filed for bankruptcy protection in Italy in December after a hole worth billions of dollars was found in its accounts. PARMALAT NICARAGUA: Local Banks Reject Restructuring Proposal ------------------------------------------------------------- Parmalat Nicaragua failed to convince two Central American banks to accept its proposed debt-for-equity swap, according to Reuters. "The situation of Parmalat in the world puts at risk the interests of banks and therefore we must do everything possible to collect (the debt)," Jose Campa, a representative of Panama's Tower Bank, told a news conference in Nicaragua, the report said. Mr. Campa spoke in behalf of the two banks. The Nicaraguan unit of collapsed Italian food group, Parmalat, owes Tower Bank and the local Banco de America Central US$5 million. Its bankrupt parent's administrator earlier went to Nicaragua to propose a debt restructuring in an effort to save the company's assets; but the banks did not budge. The firm's total assets are estimated to be worth US$53 million. "Our reply has been that we are commercial banks and not investment banks, and we are not in a position to do an exchange of debt for shares," Mr. Campa said. "The credit that we gave (Parmalat Nicaragua) was for local working capital in Nicaragua, (but) the company diverted these funds to Italy," according Mr. Campa. The spokesman assured, though, they are going to help the company draw out another plan to rescue the firm. Parmalat Nicaragua delivers 180,000 and 200,000 liters of milk per day. It has annual sales of US$40 million. ===================== N E T H E R L A N D S ===================== KENDRION N.V.: 2003 Losses Exceed EUR100 Mln; Dividend Scrapped --------------------------------------------------------------- As previously announced by Kendrion on February 20, Kendrion made a net loss of EUR104.9 million in 2003. Also as mentioned earlier, these earnings included exceptional expenditures of EUR110 million after tax, particularly for provisions in financial fixed assets relating to the sale of business activities in the past and to downward revaluation of assets in the course of impairment. Operational net earnings for non- recurring expenditures came to EUR5.0 million in 2003, as compared with EUR10.2 million in 2002. Kendrion says 2003 was an extremely difficult year. Economic recovery in the most important home markets for Kendrion failed to appear. The fourth quarter was particularly disappointing, primarily for our activities for the German automobile industry. Nevertheless, Kendrion was able to achieve an organic turnover growth of nearly 5% in 2003, though the difficult market conditions resulted in margin pressure for a number of Kendrion activities. Cost measures had their effect. The development of the Kendrion Industrial business area offers good possibilities. The Kendrion Distribution Services business area had a difficult year, with cost-saving measures taken in a number of countries in the second half of the year. In the Kendrion Automotive business area, the Automotive Metals activities developed in a positive fashion. The Automotive Plastics group also had difficulties in 2003 as a result of the state of affairs in the German automobile market. At the close of the financial year, Kendrion conducted an independent legal due diligence. On the basis of the measures taken, the year 2004 can begin with a clean slate. Financial position In 2003, Kendrion did not satisfy the financing conditions agreed to with the most important financiers. Intensive consultation with these financiers took place during the year. Kendrion drafted a business plan in the course of the year, based on which a decision was made to sell the Automotive Plastics activity. The remaining Kendrion activities offer good possibilities. The sale of the Automotive Plastics activity will result in a significant reduction of the interest-bearing debts. Current negotiations regarding the sale of Kendrion Van Niftrik, a division of Automotive Plastics, were announced in February 2004. Discussions with potential buyers of other divisions of Automotive Plastics are underway. Kendrion concluded a Standstill agreement with its most important financiers, which will end 31 March of this year. Negotiations on an extension of the Standstill agreement until December 31, 2004 are underway and are expected to be completed successfully. The core activities that Kendrion intends to focus on in future, already achieve a good return or can realize this in the medium term. However, Kendrion's solvency has come under pressure, particularly as a result of the exceptional expenditures in 2003. A well-established investment banker will be taken on in the short term for the purpose of the realization of a solid financing structure. Dividend proposal During the General Meeting of Shareholders on April 2, 2004 in Zeist will be proposed that no dividend can be paid out for 2003 as a result of the company's financial position at year-end 2003. Acquisitions and sales The Fardem Packaging Company was sold to management at book value during the financial year. Future There is uncertainty about when a real economic recovery will take place. However, prospects with regard to the core activities are good, partly in light of the measures taken. A determining factor for earnings will be when the proposed disposal of activities can be completed under acceptable conditions, as well as the way of the financial restructuring. Though the realization of a solid financing structure will also require significant expenses. It is therefore too premature to make concrete judgments about earnings expectations for 2004. Corporate Governance Kendrion follows the principles as included in the Corporate Governance code. The developments in that area were followed closely in 2003. The company aims to make an effort to create a Corporate Governance structure that agrees as much as possible with the principles and best practice provisions of the Corporate Governance code. MILACRON INC.: Finds Funds to Repay Maturing Bonds, Bank Debt ------------------------------------------------------------- Milacron Inc. (NYSE: MZ), a leading supplier of plastics processing equipment and supplies and industrial fluids, announced it has reached a definitive agreement whereby Glencore Finance AG and Mizuho International plc are jointly providing Milacron with US$100 million in new capital in the form of convertible securities. This new capital, together with existing cash balances, will be used to repay the company's US$115 million outstanding senior U.S. notes due March 15, 2004. Milacron has also reached a separate agreement with Credit Suisse First Boston for a US$140 million credit facility having a term of approximately one year to refinance existing facilities and provide additional liquidity. At close, extensions of credit under the facility in an aggregate amount of US$84 million were utilized to refinance the company's existing revolving bank credit facility and its existing receivables purchase program. "We believe this infusion of capital will better position Milacron to benefit from a sustained economic recovery and will enable the company to realize its full potential as a leading global supplier of plastics-processing technologies and industrial fluids," said Ronald D. Brown, chairman, president and chief executive officer. "After careful consideration of proposed alternatives, we believe this refinancing plan represents the best solution for Milacron and our investors, creditors, employees, customers, suppliers and distributors. With a reinvigorated capital structure, we expect Milacron to be a financially stronger company with greater flexibility to refinance our EUR115 million bonds due in April 2005." Glencore and Mizuho will initially purchase US$100 million of exchangeable debt, US$30 million of which will be convertible into Milacron common stock at the option of the holders without shareholder approval, in reliance on an exception to the New York Stock Exchange's shareholder approval policy available if securing such approval would seriously jeopardize the financial viability of the enterprise. Upon receipt of shareholder approval of both the authorization of additional shares of Milacron common stock and the issuance of preferred stock convertible into such common stock, the interest rate on all outstanding exchangeable debt shall be 6% per annum, applied retroactively to the date of closing. As soon thereafter as a condition relating to the refinancing of Milacron's EUR115 million bonds due in April 2005 is satisfied or waived, all exchangeable debt and any common stock held by Mizuho and Glencore will automatically be exchanged for convertible preferred stock with a 6% cumulative dividend rate. Upon issuance of all the convertible preferred stock, Glencore and Mizuho would together own approximately between 40% and 60% of Milacron's fully diluted equity, depending on whether Milacron exercises an option to conduct a rights offering to its existing shareholders. After seven years, the convertible preferred stock would automatically be converted into common stock but may be converted prior to that time at the option of the holders. If shareholder approval is not obtained, the debt issued to Mizuho and Glencore will remain outstanding with an initial interest rate of 20%, increasing to 24% over time, and will be in default, and any common stock into which a portion of such debt had previously been converted will be exchanged for shares of the company's currently authorized, but unissued, serial preference stock with a liquidation preference equal to US$2.00 per share of common stock exchanged. The new US$140 million credit facility provided by Credit Suisse First Boston does not require shareholder approval and consists of a US$65 million revolving facility, with a US$25 million subfacility for letters of credit, and a US$75 million term loan facility. The entire credit facility is secured by first priority liens on substantially all assets of Milacron and its domestic subsidiaries and includes pledges of stock of various domestic subsidiaries and certain foreign subsidiaries. Availability under the revolving facility is limited by a borrowing base calculated based upon specified percentages of eligible receivables and eligible inventory, a US$10 million minimum availability covenant (resulting in aggregate availability of no more than US$55 million) and other reserve requirements. Following the closing, additional availability under the revolving facility was approximately US$20 million, after taking into account the minimum availability and existing reserve requirements. After giving effect to the termination of the existing revolving bank credit facility and the accounts receivable liquidity facility and repayment of the senior U.S. notes, Milacron's current cash balance is expected to be approximately US$60 million. Milacron's agreements with Credit Suisse First Boston and with Glencore and Mizuho will be filed with the Securities and Exchange Commission (SEC). To seek shareholder approval authorizing additional shares of common stock of the company and the issuance of new preferred stock convertible into such common stock, Milacron will file with the U.S. SEC as soon as practicable a proxy statement, in which further details of the refinancing plan will be described. Investors and security holders of Milacron are urged to read the proxy statement when it becomes available regarding the authorization of additional shares of common stock of the company and the issuance of new preferred stock convertible into such common stock for which shareholder approval will be sought. The proxy statement will contain important information about the refinancing plan. A definitive proxy statement will be sent to the shareholders of Milacron. Investors and security holders may obtain a free copy of the definitive proxy statement, when it becomes available, and other documents filed with, or furnished to, the U.S. SEC by Milacron at the U.S. SEC's Web site at http://www.sec.gov. The definitive proxy statement and other documents may also be obtained for free by directing a request to: Milacron Inc., 2090 Florence Ave., Cincinnati, OH 45206; (513) 487-5000; http://www.milacron.com. ***** In February, Moody's downgraded the ratings of Milacron, Inc. and its subsidiaries due to refinancing concerns relating to company commitments maturing in the short term. The EUR115 million 7.625% senior unsecured Eurobond notes (due April 2005) of its Dutch subsidiary, Milacron Capital Holdings, was downgraded to Caa2 from Caa1. =========== N O R W A Y =========== AKER KVAERNER: Fitch Assigns 'BB' Rating, Stable Outlook -------------------------------------------------------- Fitch Ratings has assigned the consolidated Aker Kvaerner O&G Group AS a Senior Unsecured rating of 'BB'. The rating Outlook is Stable. At the same time the agency has assigned the company's new EUR250 million bond issue an expected rating of 'BB'. The expected rating is contingent on receipt of documents conforming to information already received. AK O&G forms part of the Aker Kvaerner group, a conglomerate whose other main businesses include engineering and construction and shipbuilding. The AK O&G business has recently been segregated from the rest of the group to facilitate stand-alone funding. The ratings are supported by AK O&G's leading market positions, including number one in North Sea maintenance, modifications and operations (MMO) and field development and number two globally in the Subsea division by order intake in 2003. The group offers a wide range of products and services across the oil field services value chain, enabling it to service customers across the globe. The customer base includes all of the oil majors, resulting in limited counter party risk. AK O&G benefits from top-notch technological expertise, as reflected by its active involvement in complex projects, such as the recently awarded Sakhalin field development project in Russia. Rating strengths are partly offset by the volatile nature of the industry, with earnings typically dependent on capex and opex by oil and gas players. In turn, these expenditures are linked to oil and gas prices and production levels. Although Fitch expects the near-term outlook for the sector to be positive, with investment levels by the oil majors trending upwards in a high oil price scenario, longer-term activity levels will continue to be cyclical. This risk is partly offset by the growing earnings contribution of the more stable maintenance and service segments. Aker Kvaerner O&G's FYE03 pro-forma leverage, as measured by gross debt/EBITDA, of about 4.6x is relatively high for the 'BB' rating category. However, the rating assumes that future earnings will increase substantially from 2003 levels, supported, among others, by the implementation of a restructuring program and ongoing cost reduction measures by the new management team appointed in 2002. Pro-forma debt consists of a EUR250 million (NOK2,175 million) bond issue and a EUR150 million (NOK1,305 million) 5-year senior secured revolving credit facility, EUR100 million (NOK870 million) of which is expected to be drawn. The group also has a NOK57 million loan in place related to the construction of a new umbilical plant in the U.S. Fitch notes that AK O&G has bonding facilities (mainly performance bonds) in excess of NOK3 billion, which rank senior to the high-yield bond and the senior secured revolving credit facility. Although the agency acknowledges that these performance bonds may result in future cash outflows, it is important to note that the overall amount is represented by more than 300 different bonds and that the company has a very strong track record. In addition, AK O&G operates with high cash levels (currently about NOK1.5 billion), providing ample liquidity. The Stable Outlook assumes future earnings enhancement, driven by a combination of positive sector fundamentals and the effects of restructuring and cost reduction programs. Fitch will monitor the effectiveness of the ring- fencing, especially with regards to the upstreaming of cash flows and the protection of AK O&G against liabilities in other parts of the group (including pension deficits and litigations). If management demonstrates an ability to reduce gross leverage to less than 2.5x on a sustainable basis, the rating may be upgraded. The final rating on the planned high-yield bond issue is pending a review of the final documentation. AK O&G is an Oslo-based provider of products, services and solutions for the offshore upstream oil and gas industry. It has operations in more than 20 countries with principal operations in Norway, the U.K. and the U.S. Pro-forma FY03 revenues and EBITDA were NOK20.4 billion and NOK706 million respectively. The group comprises five divisions as follows: MMO (30% of FY03 revenues), field development Europe (29%), Subsea (16%), products & technology (16%), Oil, gas & process international (9%). CONTACTS: FITCH RATINGS Erwin van Lumich, Barcelona Phone: +34 93 323 8403 Rachel Hardee, London Phone: +44 207 417 6322 Graeme Marks Phone: +44 207 862 4086 Media Relations: Alex Clelland, London Phone: +44 20 7862 4084 PETROLEUM GEO-SERVICES: To Present Financial Results Today ---------------------------------------------------------- As previously announced, Petroleum Geo-Services ASA (OSE: PGS; OTC: PGEOY) expects to release its preliminary, unaudited fourth quarter and year-end 2003 financial results at approximately 3:00 p.m. Central European Time (CET) [9:00 a.m. Eastern Time (ET)] on Tuesday, March 16, 2004. A press conference will be held at 3:00 p.m. CET and an analyst presentation will follow at 3:45 p.m. CET both at PGS' offices located at Strandveien 4, Lysaker, Norway. Correction: In the announcement entitled, "Petroleum Geo- Services to Hold Preliminary, Unaudited 2003 Results Conference Call and Web cast," issued on March 10, 2004, the teleconference dial-in number for those calling from outside of Norway should read +47 23 00 04 00 rather than +1 47 23 00 04 00. Please disregard the "+1" prefix. Petroleum Geo-Services is a technologically focused oilfield service company principally involved in geophysical and floating production services. PGS provides a broad range of seismic- and reservoir services, including acquisition, processing, interpretation, and field evaluation. Petroleum Geo-Services owns and operates four floating production, storage and offloading units. Petroleum Geo-Services operates on a worldwide basis with headquarters in Oslo, Norway. For more information on Petroleum Geo-Services visit http://www.pgs.com ***** The company said in February it expects to release certain information related to "fresh start" accounting under U.S. GAAP following the Company's emergence from Chapter 11 proceedings in early November 2003. CONTACT: PETROLEUM GEO-SERVICES Sam R. Morrow Svein T. Knudsen Phone: +47 6752 6400 Suzanne M. McLeod Phone: +1 281 589 7935 STOLT-NIELSEN: Hiroshi Ishikawa Leaves Board -------------------------------------------- Stolt-Nielsen S.A. (NASDAQNM: SNSA; Oslo Stock Exchange: SNI) announced that Hiroshi Ishikawa, 73, Senior Adviser of NYK Line, has stepped down from the Board of Directors of Stolt-Nielsen S.A. Mr. Ishikawa served as a Director of SNSA from 1995 to 1997, and was reappointed to the Board in August of 2003. "Our sincere thanks to Mr. Ishikawa for his thoughtful counsel and many valuable contributions during his tenure as a Director of Stolt-Nielsen S.A.," said Jacob Stolt-Nielsen, Chairman of the Board of Stolt-Nielsen S.A. NYK Line, which has been a major shareholder of Stolt-Nielsen S.A. since 1987 and currently holds 8.8% interest in Stolt- Nielsen S.A., has not nominated a replacement for Mr. Ishikawa. About Stolt-Nielsen S.A. Stolt-Nielsen S.A. is one of the world's leading providers of transportation services for bulk liquid chemicals, edible oils, acids, and other specialty liquids. The Company, through its parcel tanker, tank container, terminal, rail and barge services, provides integrated transportation for its customers. The Company also owns 41% of Stolt Offshore S.A. (NASDAQNM: SOSA; Oslo Stock Exchange: STO), which is a leading offshore contractor to the oil and gas industry. Stolt Offshore specializes in providing technologically sophisticated offshore and subsea engineering, flow line and pipeline lay, construction, inspection, and maintenance services. Stolt Sea Farm, wholly owned by the Company, produces and markets high quality Atlantic salmon, salmon trout, turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia. CONTACT: STOLT-NIELSEN S.A. Reid H. Gearhart, U.S.A Phone: 1 212 922 0900 E-mail: rgearhart@dgi-nyc.com Valerie Lyon, U.K. Phone: 44 20 7611 8904 E-mail: vlyon@stolt.com =========== P O L A N D =========== DAEWOO-FSO: Ups Car Sales Target in Ukraine ------------------------------------------- Daewoo-FSO President Janusz Wozniak says the company will sell up to 50,000 cars in neighboring Ukraine this year, according to Agence France-Prese. The factory sold 27,645 of its 35,493 cars to Ukraine in 2003. Mr. Wozniak said: "This year we will sell between 45,000 and 50,000." Daewoo-FSO spokeswoman Krystyna Danilczyk said the company might up the number if its bankrupt South Korean parent company, Daewoo Motor, extends a license for the production of medium range Lanos cars. Its license for the Lanos and for the compact model Matiz expires in October. The Daewoo-FSO care factories in Warsaw experienced difficulties after its parent went bankrupt last year. U.S. car giant General Motors saved some of the assets of the company, but the Polish business was not among them. Daewoo Motor ceded management of the factories to the Polish treasury. It, however, maintains control of 80% of Daewoo-FSO shares. The company is now up for sale. Britain's MG Rover is among the companies bidding for the Polish plants. The company has an annual capacity of 250,000 cars. Poland owns nearly 19% of its shares, small shareholders hold the rest. =========== R U S S I A =========== AKTASHSKY BRICKWORKS: Under Bankruptcy Supervision Procedure ------------------------------------------------------------ The Arbitration Court of Republic of Tatarstan commenced bankruptcy supervision procedure on OJSC Aktashsky Brickworks. The case is docketed as A65-533/2004-SG4-27. Mr. R. Gafiyatullin, a member of TP Self-regulated organization of arbitral managers in Republic of Tatarstan, has been appointed temporary insolvency manager. Creditors are asked to submit their proofs of claim to the temporary insolvency manager at: 423461, Russia, Republic of Tatarstan, Almetyevsk, GOS-11, Post User Box 188. CONTACT: AKTASHSKY BRICKWORKS 427430, Russia, Republic of Tatarstan, Almetyevsk Area, Russky Aktash Mr. R. Gafiyatullin, temporary insolvency manager 423461, Russia, Republic of Tatarstan, Almetyevsk, GOS-11, Post User Box 188 TP 420029, Republic of Tatarstan Kazan, Sibirsky trakt, 34 Post User Box 28 DINSKAYA: Creditors Have Until April 6 to File Claim ---------------------------------------------------- The Arbitration Court of Krasnodar region declared Closed JSC Poultry Farm Dinskaya insolvent and bankruptcy proceedings were introduced on the company. The case is docketed as A32- 15209/2003-44/136-B. Mr. O. Gurov, a member of TP Interregional self-regulated organization of arbitral managers Kuban, has been appointed insolvency manager. Creditors are asked to file their proofs of claim until April 6, 2004 at 353182, Krasnodar region, Dinskoy Area, Ukrainsky, Sovetov str. 2, Closed JSC Poultry Factory Dinskaya to Mr. O. Gurov, insolvency manager. CONTACT: DINSKAYA 353182, Krasnodar region, Dinskoy Area, Ukrainsky, Sovetov str.2 Mr. O. Gurov, insolvency manager. 353182, Krasnodar region, Dinskoy Area, Ukrainsky, Sovetov str. 2 NOVOCHOPYERSK BUILDING: Voronezh Opens Bankruptcy Proceedings ------------------------------------------------------------- The Arbitration Court of Voronezh region commenced bankruptcy supervision procedure on LLC Novochopyersk Building Materials Factory. The case is docketed as A14-372-04/2/16b. Mr. Vladimir Avilov, a member of TP Moscow Self-regulated organization of arbitral managers, has been appointed temporary insolvency manager. Creditors are asked to submit their proofs of claim to the temporary insolvency manager at: 394030, Russia, Voronezh, Kropotkina str.10, LLC Company July. A hearing will take place on May 20, 2004, 10:00 a.m., at the Arbitration Court of Voronezh region. CONTACT: NOVOCHOPYERSK BUILDING MATERIALS FACTORY Russia, Voronezh region, Novochopyersk, Plotnikova str.1 Mr. Vladimir Avilov, Temporary Insolvency Manager 394030, Russia, Voronezh, Kropotkina str.10, LLC Company July OLCHOVATSKY: Under Bankruptcy Supervision Procedure --------------------------------------------------- The Arbitration Court of Voronezh region commenced bankruptcy supervision procedure on Closed JSC Olchovatsky Sugar Mill. The case is docketed as A14-1115-04/10/1020b. Mr. Anatoly Plotnikov, a member of TP Interregional Self-regulated organization of arbitral managers in Central Federal District, has been appointed temporary insolvency manager. Creditors are asked to submit their proofs of claim to the temporary insolvency manager at: 394000, Russia, Voronezh, Mira str.6-39. Phone: (0732) 51-24-67. A hearing will take place on June 10, 2004, 2:15 p.m. at the Arbitration Court of Voronezh region. CONTACT: OLCOVATSKY SUGAR MILL Russia, Voronezh region, Olchovatka, Zhukovskogo str.6 Mr. Anatoly Plotnikov, temporary insolvency manager 394000, Russia, Voronezh, Mira str.6-39 Phone: (0732) 51-24-67 OMSK LIQUOR-VODKA: Under Bankruptcy Supervision Procedure --------------------------------------------------------- The Arbitration Court of Omsk region commenced bankruptcy supervision procedure on OJSC Omsk Liquor-Vodka Plant. The case is docketed as A K/E-85/03. Mr. Boris Lavrushenko, a member of TP Siberian Interregional Self-regulated organization of arbitral managers, has been appointed temporary insolvency manager. Creditors are asked to submit their proofs of claim to the temporary insolvency manager at: 630048, Russia, Novosibirsk, Sibiryakov-Gvardeyzev str.28-47. A hearing will take place on August 17, 2004, at the Arbitration Court of Omsk region. CONTACT: OMSK LIQUOR-VODKA PLANT: 644105, Russia, Omsk, 22-Partsyezd str.51b Mr. Boris Lavrushenko, Temporary Insolvency Manager 630048, Russia, Novosibirsk, Sibiryakov-Gvardeyzev str.28-47 PROMSVYAZMONTAZH: Undergoes Bankruptcy Supervision Procedure ------------------------------------------------------------ The Arbitration Court of Voronezh region commenced bankruptcy supervision procedure on OJSC Industrial Link Installation Company Promsvyazmontazh. The case is docketed as A14-688- 04/3/16b. Mr. Sergey Lebedev, a member of TP Self-regulated organization of arbitral managers Strategy, has been appointed temporary insolvency manager. Creditors are asked to submit their proofs of claim to the temporary insolvency manager at: 394030, Russia, Voronezh-30, Post User Box 52. A hearing will take place on May 6, 2004, 10:00 a.m., at the Arbitration Court of Voronezh region: Voronezh, Srednemoskovskaya str.77, Hall 302. CONTACT: PROMSVYAZMONTAZH Russia, Voronezh, Dorozhnaya 40a Mr. Sergey Lebedev, Temporary Insolvency Manager 394030, Russia, Voronezh-30 Post User Box 52 SEMYENOVSKY DAIRY: Declared Insolvent ------------------------------------- The Arbitration Court of Nizhny Novgorod region declared OJSC Semyenovsky Dairy insolvent and bankruptcy proceedings were introduced on the company. The case is docketed as A43-2638/04- 33-70. Mr. Oleg Ershov, a member of TP Self-regulated organization of arbitral managers in Privolzhsky Federal District Alyans, has been appointed insolvency manager. Creditors are asked to submit their proofs of claim to the insolvency manager at: 603106, Russia, Nizhny Novgorod, B. Cornilova str.7, c.1, fl.4. A hearing will take place on August 24, 2004, 10:30 a.m. at the Arbitration Court of Nizhny Novgorod region. CONTACT: SEMYENOVSKY DAIRY 423450, Russia, Nizhny Novgorod region, Semyenov, Promyshlennaya str.9b Mr. Oleg Ershov, insolvency manager 603106, Russia, Nizhny Novgorod, B. Cornilova str.7, c.1, fl.4 SEVERNAYA BREWERY: Archangelsk Court Declares Firm Insolvent ------------------------------------------------------------ The Arbitration Court of Archangelsk region declared Closed JSC Severnaya Brewery insolvent and bankruptcy proceedings were introduced on the corporation. The case is docketed as A05- 9135/03-4. Mrs. Nina Karpova, a member of TP Interregional self-regulated organization of arbitral managers, Severnaya Stoliza, has been appointed insolvency manager. Creditors have until May 11, 2004 to submit their proofs of claim to the insolvency manager at: 169039, Russia, Archangelsk region, Archangelsk, 2nd Line 10, 113. Phone/Fax in Archangelsk: 65-75-42. CONTACT: SEVERNAYA BREWERY 654063, Russia, Archangelsk region, Severodvinsk, Zheleznodorozhnaya str.52 Nina Karpova, Insolvency Manager 169039, Russia, Archangelsk region Archangelsk, 2-nd Line 10, 113 Phone/Fax in Archangelsk: 65-75-42 SLAVYANSKAYA: Auction of Poultry Business Set April 9 ----------------------------------------------------- S. Shaydarov, the bidding organizer and insolvency manager of poultry factory, OJSC Slavyanskaya, set the public auction of the factory's business on April 9, 2004 at 11:00 a.m. The auction will be held at 353640, Russia, Krasnodar region, Slavyansk-on-Kuban, Mayevskoye shosse 2. The starting price is RUB18,000,000. Subsequent bids will be increased by increments of RUB200,000. Preliminary examination of auction conditions, document list for participants, description of lots and reception of biddings are done at 353640, Russia, Krasnodar region, Slavyansk-on-Kuban, Mayevskoye shosse 2, Phone: 8-246-3-13-11. Interested parties may visit between 9:00 a.m. and 3:00 p.m. on working days. Viewing and reception of interest to bid is until April 7, 2004. In order to participate in the auction the bidder should deposit RUB1.800 million to the settlement account of the bidding organizer and insolvency manager. CONTACT: POULTRY FACTORY SLAVYANSKAYA 353640, Russia, Krasnodar region Slavyansk-on-Kuban, Mayevskoye shosse 2 S. Shaydarov, Insolvency Manager 353640, Russia, Krasnodar region Slavyansk-on-Kuban, Mayevskoye shosse 2 Phone: 8-246-3-13-11 =========== S W E D E N =========== ARLA FOODS: 700 Jobs in Danger as Firm Battles Poor Sales --------------------------------------------------------- Scandinavian dairy giant Arla Foods may cut 700 jobs in its subsidiaries in Denmark and Sweden and possibly close two or three of its Swedish liquid milk dairies. Further, its Aarhus dairy in Denmark could also follow suit. The company's income has been squeezed by sluggish sales at home and abroad, according to just-food.com. LM ERICSSON: To Hold Annual General Meeting April 6 --------------------------------------------------- The Annual General Meeting of the Company [rated BB/Negative/B by Standard & Poor's] will be held at the Globe Arena, entrance the Annex, Globentorget, Stockholm, Sweden at 3:00 p.m. on Tuesday, April 6, 2004. Participants Only those shareholders, who have been entered into the transcription of the share register of Saturday, March 27, 2004, kept by VPC AB (Swedish Securities Register Centre) are entitled to participate in the Meeting, provided notice of attendance has been given. Since said date will fall on a Saturday, shareholders must be registered with VPC AB on Friday, March 26, 2004. Shareholders, whose shares are registered in the name of a nominee, must be temporarily entered into the share register in order to be entitled to participate in the Meeting. The shareholder is requested to inform the nominee well before Friday, March 26, 2004, when such registration must have been effected. Please observe that this procedure may also be applicable for shareholders who are using a custody account with a bank and/or trading via the Internet. Notice of attendance Shareholders who would like to attend the Annual General Meeting shall give notice hereof to the Company not later than 4:00 p.m. on Wednesday, March 31, 2004 via Ericsson's Web site http://www.ericsson.com/investorsor by phone no. +46 (0) 8 775 01 99 between 10:00 a.m. and 4:00 p.m. weekdays, or by facsimile no. +46 (0) 8 775 80 18. Notice may also be given within prescribed time by mail to Telefonaktiebolaget LM Ericsson, Group Function Legal Affairs, Box 47021, SE-100 74 Stockholm, Sweden. When giving notice of attendance, please indicate name, date of birth, address, telephone no., and number of attending assistants. Shareholder who is represented by proxy shall issue a power of attorney for the representative. To a power of attorney issued by a legal entity a copy of the certificate of registration of the legal entity shall be attached. The documents must not be older than one year. In order to facilitate the registration at the Meeting, powers of attorney, certificates of registration and other documents of authority should be sent to the Company at the address above so as to be available by Monday, April 5, 2004. Agenda The following items will be dealt with at the Meeting: (a) Election of the chairman of the Meeting. (b) Preparation and approval of the voting list. (c) Approval of the agenda of the Meeting. (d) Determination as to whether the Meeting has been properly announced. (e) Election of two persons approving the minutes. (f) (i) Presentation of the Annual Report, the Auditors' Report, the Consolidated Accounts and the Auditors' Report on the Consolidated Accounts. (ii) Presentation of the work of the Board of Directors and its Committees for the past year. (iii) The President's speech and the shareholders' possible questions to the Board of Directors and the Management. (iv) Presentation of the audit work during 2003. (g) Approvals: (i) The Profit and Loss Statement and the Balance Sheet, the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet for the Group; (ii) Discharge of liability for the members of the Board of Directors and the President; and (iii) Determination of the appropriation of the loss in accordance with the approved Balance Sheet. (h) Determination of the number of members and deputy members of the Board of Directors. (i) Determination of the fee payable to the Board of Directors. (j) Election of Board members and deputy Board members. (k) Determination of the fee payable to the Auditors. (l) Election of an Auditor and a deputy Auditor. (m) Election of members of the Nomination Committee and determination of the fee to the Committee. (n) The Board of Directors' proposals regarding incentive programs: (i) Implementation of a Long Term Incentive Plan 2004. (ii) Instruction to the Board of Directors. (iii) Amendment of one parameter of the Stock Purchase Plan 2003. (iv) Transfer of own shares. (v) Transfer of own shares as a consequence of the resolutions by the Annual General Meeting on the Global Stock Incentive Program 2001 and the Stock Purchase Plan 2003. (o) Einar Hellbom's proposal for resolution by the Meeting for equal voting rights for shares of series A and B without compensation to the holders of shares of series A. (p) Closing of the Meeting. Item 7c - Dividend The Board of Directors proposes no dividend be paid for year 2003. Items 8, 9 and 10 - Number of Board Members and Deputy Board Members, Fee to the Board of Directors, and Election of Board Members and Deputy Board Members The Nomination Committee proposes (a) the number of Board members be nine without any deputy Board members; (b) the fee to the Board of Directors be maximum SEK8 million to be distributed by the Board of Directors among its members; (c) re-election of the members of the Board Peter L. Bonfield, Sverker Martin-LofArne Maensson, Eckhard Pfeiffer, Carl- Henric Svanberg, Lena Torell, Michael Treschow och Marcus Wallenberg; Peter Sutherland has declined re-election; and (d) election of Nancy McKinstry. Item 11 - Fee to the Auditors It is proposed the fee to the Auditors be paid on account. Item 12 - Election of an Auditor and a deputy Auditor It is proposed the Annual General Meeting of Shareholders elects Peter Clemedtson as Auditor, presently Deputy Auditor, Orlings PricewaterhouseCoopers, and Robert Barnden as Deputy Auditor, Orlings PricewaterhouseCoopers, for the remaining mandate period, i.e. up to and including the Annual General Meeting of Shareholders 2007. Carl-Eric Bohlin, Auditor of the Company since 1990, has informed the Board of Directors that for personal reasons he will resign from his position as auditor effective from the closing of the Annual General Meeting of Shareholders 2004. Item 13 - Election of Members of the Nomination Committee and Determination of Fee to the Committee The Nomination Committee, elected by the General Meeting, has proposed that the General Meeting appoints the following five members of the Nomination Committee until the end of the Annual General Meeting in 2005, namely Bengt Belfrage, Nordea fonder, Christer Elmehagen, AMF Pension, Anders Nyren, Industrivarden, Bjorn Svedberg, Investor, och Michael Treschow. Further, the Nomination Committee proposes no fee be paid to the committee for this period. The Swedish Shareholders' Association has proposed that the General Meeting elects a nomination committee. The committee should consist of three to five independent members and represent the Company's owners at the General Meeting. One member of the committee should represent the minority owners. Item 14 - (a) Implementation of a Long Term Incentive Plan 2004, (b) Instruction to the Board of Directors, (c) Amendment of one parameter of the Stock Purchase Plan 2003, and (d) Transfer of own shares Background In the Board of Directors' proposal to the Annual General Meeting of Shareholders 2003 regarding the Stock Purchase Plan 2003 (SPP 2003), it was stated that the Board of Directors would use the period up to the Annual General Meeting of Shareholders in 2004 to evaluate previous option plans and find a stock based incentive program for senior management and key contributors that is designed to best meet the company's needs and the shareholders' interest. During the past year the Board of Directors has evaluated previous incentive programs. The Board of Directors has decided, in light of the aforementioned evaluation, to propose that the Annual General Meeting of Shareholders 2004 resolves on a Long Term Incentive Plan 2004 (LTI 2004) for senior managers and other key contributors. LTI 2004 is based on SPP 2003 and will be added to the SPP 2003, i.e. include the same structure and provisions, except for certain specific features, and follow the same contribution and investment cycles. Further information regarding the SPP 2003 can be found in Note 30 of the annual report 2003. Item 14 a) - Implementation of LTI 2004 The Board of Directors proposes to implement LTI 2004, including 23,500,000 shares of series B, to be added to the SPP 2003 and which will apply during the second half of the already initiated 24-month contribution period under that plan, i.e. a 12-month contribution period (August 2004 - July 2005) and subsequent three years qualifying period until matching, according to the principle guidelines below. (1) LTI 2004 is designated to three levels of employees: (a) 4,500 key contributors. (b) 150 senior managers. (c) 50 top senior managers. (2) Participation in LTI 2004 presupposes that the employees stated in 1 (a)-(c) above participate in SPP 2003 according to the terms and conditions set forth in SPP 2003, i.e. save money for the purchase of shares in Ericsson. (3) If the shares purchased in accordance with SPP 2003 are retained by the employee for three years from the investment date and the employment with the Ericsson Group continues during that time, the employee will be entitled to the following matching of shares, free of consideration, in addition to the regular matching of one share: (a) 4,500 key contributors are entitled to an additional match of one share for each one purchased. (b) 150 senior managers are entitled to an additional performance match of up to four shares for each one purchased. (c) 50 top senior managers are entitled to an additional performance match of up to six shares for each one purchased. (4) The terms of the additional performance match for senior managers are based on average annual percentage growth rate in earnings per share (EPS) between July 1, 2004 and June 30, 2007, with annualized first half 2004 earnings per share as the starting point. Maximum matching shares (i.e. four shares and six shares) will be allocated if the average annual EPS growth is at or above 25%. No allocation of matching shares will occur if the average annual EPS growth is at or below 5%. Matching of shares between average annual EPS growth 5 and 25% is linear. Item 14 (b) - Instruction to the Board of Directors Before the number of performance shares to be matched pursuant to item 14 (a), section 3 (b)-(c) above are finally determined according to the conditions of LTI 2004, the Board of Directors shall examine whether the performance matching under LTI 2004 is reasonable considering the company's financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the Board of Directors, reduce the number of performance shares to be matched under LTI 2004 to the lower number of shares deemed appropriate by the Board of Directors. In order to avoid a too wide gap between senior employees selected to participate in the additional performance match under LTI 2004 and those who are not, the Board of Directors proposes the following resolution. Item 14 (c) - Amendment of one parameter of the SPP 2003 The Board of Directors proposes to remove the SEK50,000 annual restriction on individual contributions and investment in shares, while retaining the 7.5% of annual salary as the maximum. In order to implement the LTI 2004 according to the above and as a consequence of the removal of the SEK50,000 restriction on individual contributions and investments under SPP 2003, the Board of Directors proposes the following resolution. Item 14 (d) - Transfer of own shares Transfer of own shares on the following terms. (1) No more than 24,600,000 shares of series B may be transferred, of which 23,500,000 shares are related to LTI 2004 and 1,100,000 shares to SPP 2003. (2) Right to acquire shares shall be granted to such persons within the Ericsson Group covered by the terms and conditions for the SPP 2003 and LTI 2004. Further, subsidiaries within the Ericsson Group shall have the right to acquire shares free of consideration and such subsidiaries shall be obligated to immediately transfer shares free of consideration to its employees covered by the terms of the SPP 2003 and LTI 2004. (3) The employee shall have the right to receive shares during the period when the employee is entitled to receive shares in accordance with the terms of the SPP 2003 and LTI 2004, i.e. during the period from November 15, 2004 up to and including 15 November 2008. (4) Employees covered by the terms of the SPP 2003 and LTI 2004 shall, subject to certain conditions, receive shares of series B in Ericsson free of consideration. (5) Further, Ericsson shall have the right to transfer, prior to the Annual General Meeting of Shareholders 2005, no more than 4,900,000 shares of series B, out of the holding of 24,600,000 shares, in order to cover certain payments, mainly social security payments, of which 4,700,000 shares are related to LTI 2004 and 200,000 shares to SPP 2003. Transfer of the shares shall be effected at Stockholmsborsen at a price within the, at each time, registered price interval for the share. The reasons for deviation from shareholders' preferential rights and the base for determination of the transfer price are as follows. The transfer of own shares is an integrated part of the SPP 2003 and LTI 2004. The Board of Directors considers it to be an advantage for Ericsson and its shareholders that employees, and specifically senior managers and other key contributors are induced to become shareholders in Ericsson. The base for determination of the transfer price follows from the Board of Directors' proposal under item 14 d) above. Dilution and costs In order to implement the LTI 2004 and as a consequence of the removal of the SEK50,000 restriction under the SPP 2003, a total of 24,600,000 shares are required, corresponding to app. 0.16 percent of the total number of outstanding shares. The number of potential shares covered by existing incentive programs, including shares to cover social security payments, amounts to app. 327 million shares, corresponding to approximately 2.07% of the number of outstanding shares. The LTI 2004 will generate administration costs, compensation costs and social security costs in the range of SEK230 million to SEK551 million unevenly distributed over the years 2004 - 2008. Only administration costs of approximately SEK10 million will affect the cash flow. Supermajority The resolution on implementation of LTI 2004, instruction to the Board of Directors, amendment of one parameter of the SPP 2003 and transfer of own shares shall be made as one "package". Accordingly, the supermajority rules in the Leo Act shall apply, meaning that shareholders with at least nine tenths of the votes cast as well as the shares represented at the General Meeting of Shareholders must vote to approve the "package". Item 14 e) Transfer of own shares in relation to the resolution on the Global Stock Incentive Program 2001 and the SPP 2003 Background The Annual General Meeting of Shareholders 2001 resolved to approve transfer of own shares in relation to the introduction of a Global Stock Incentive Program. The resolution comprised, inter alia, a right for the company to transfer a maximum of 31,000,000 shares of series B to cover certain payments, mainly for social security charges that may occur in relation to the Program. Resolutions to approve transfer of own shares for the above-mentioned purpose have thereafter been made at the Annual General Meetings of Shareholders 2002 and 2003. The Annual General Meeting of Shareholders 2003 also resolved to approve transfer of own shares in relation to the SPP 2003. The resolution comprised, inter alia, a right for the company to transfer a maximum of 26,000,000 shares of series B to cover certain payments, mainly for social security charges. In accordance with the resolution, 1,219,435 shares have been transferred up to February 18, 2004. Proposal Therefore, the Board of Directors proposes the Annual General Meeting of Shareholders to resolve that Ericsson shall have the right to transfer, prior to the Annual General Meeting of Shareholders 2005, a maximum of 55,780,565 shares of series B, or the lower number of shares of series B, which as per April 6, 2004, remains of the original total holding of 57,000,000 shares, for the purpose of covering certain payments, primarily social security charges that may occur in relation to the company's Global Stock Incentive Program 2001 and the SPP 2003. Transfer of the shares shall be effected at Stockholmsborsen at a price within the, at each time, registered price interval for the share. A group of owners of A and B shares who jointly represent more than 50% of the total number of votes of the Company has reported that it intends to vote in favor of the proposals in items 7 (c)-12 and 14 above and for the proposal of the Nomination Committee under item 13. Further, said group of shareholders has reported that it intends to vote against Einar Hellbom's proposal according to item 15 above. The Board of Directors' complete proposals for resolutions in items 14 (a)-(e) above will be available from March 23, 2004. The proposals will be sent to shareholders free of charge upon request. The proposals will also be available at the Company's home page http://www.ericsson.com/investorsas from the same date. =========================== U N I T E D K I N G D O M =========================== ABBEY NATIONAL: S&P Assigns Ratings to U.K. RMBS Transaction ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its preliminary credit ratings to the series 1 to 4 floating-rate notes to be issued in Abbey National PLC's latest RMBS transaction, Holmes Financing (No.8) PLC (see list below). The transaction involves the securitization of a pool of first- ranking mortgages secured over freehold and leasehold properties located in England, Scotland, and Wales. This is the eighth issuance of notes by Abbey National out of its mortgages trust structure, which was set up in July 2000. The preliminary ratings reflect the sound payment structure and cash flow mechanics of the transaction, and a cash flow analysis to verify that the notes will be repaid under stress test scenarios. Further key considerations in the rating analysis include the strong protection for noteholders provided by a combination of class subordination, the GBP25 million liquidity facility available to Holmes Funding Ltd., the two reserve funds, and excess spread to cover credit losses and income shortfalls. RATINGS LIST Holmes Financing (No. 8) PLC US$4.158 Billion, EUR1.082 Billion, and GBP571 Million Floating- Rate Notes Class Preliminary Preliminary Rating amount (Mil.) Series 1 class A 'A-1+' US$1,850.0 Series 1 class B 'AA' US$62.9 Series 1 class C 'BBB' US$107.3 Series 2 class A 'AAA' US$1,500.0 Series 2 class B 'AA' US$51.0 Series 2 class C 'BBB' US$87.0 Series 3 class A 'AAA' EUR990.0 Series 3 class B 'AA' EUR34.0 Series 3 class C 'BBB' EUR57.5 Series 4 class A1 'AAA' GBP500.0 Series 4 class A2 'AAA' US$500.0 Series 4 class B 'AA' GBP26.3 Series 4 class C 'BBB' GBP44.8 CONTACT: STANDARD AND POORS RATING SERVICES Analyst E-mail Addresses jasmina_koleva@standardandpoors.com sean_hannigan@standardandpoors.com andre_vollmann@standardandpoors.com StructuredFinanceEurope@standardandpoors.com ABT SPORTSLINE: Winding up Resolution Passed -------------------------------------------- At an Extraordinary General Meeting of the ABT Sportsline (U.K.) Limited Company on March 2, 2004 held at Conference Room 2 Portland Basin Museum, Portland Basin, Ashton under Lyne, the Extraordinary Resolution to wind up the Company was passed. Manubhai Govindbhai Mistry, of Mistry Associates, is appointed Liquidator for the purposes of such winding-up. AGENCY DRIVER: Designates Liquidator from Bartfields ---------------------------------------------------- At an Extraordinary General Meeting of the Agency Driver Services Limited Company on March 1, 2004 held at Sadofskys, Princes House, Wright Street, Hull HU2 8HX, the Extraordinary Resolutions to wind up the Company were passed. Gerald Maurice Krasner, of Bartfields (UK) Limited, Burley House, 12 Clarendon Road, Leeds LS2 9NF, is appointed the Liquidator of the Company. CONTACT: BARTFIELDS (U.K.) Limited Burley House, 12 Clarendon Road, Leeds LS2 9NF Contact: Gerald Maurice Krasner, Liquidator ANTIC DESIGNS: Barclays Appoints Smith & Williamson Receiver ------------------------------------------------------------ Name of Company: Antic Designs Limited Reg No 03353039 Date of Appointment: March 2, 2004 Name of Person Appointing the Joint Administrative Receiver: Barclays Bank Plc Joint Administrative Receivers: SMITH & WILLIAMSON LIMITED The Meeting House, Little Mount Sion, Tunbridge Well, Kent TN1 1YS AQUILLA SYSTEMS: Names Mistry and Harlow Joint Liquidators ---------------------------------------------------------- At an Extraordinary General Meeting of the Members of the Aquilla Systems Company on February 23, 2004 held at 3rd Floor, Brook House, Shepherds Bush Road, London W6 7AN, the subjoined Extraordinary Resolutions to wind up the Company were passed. The Company appoints Kirankumar Mistry and John Phillip Walter Harlow Joint Liquidators for the purposes of such winding-up. ARGONAUT GAMES: Hopes to Cut Losses with Release of New Programs ---------------------------------------------------------------- Computer games developer Argonaut reported GBP2.4 million pre- tax loss in the six months to January 31. The figure is more than twice the company's GBP1.1 million loss in the same period last year. The company's turnover fell down to GBP4.4 million from GBP6.9 million. Chairman Julian Paul said: "Commissioning of new games by publishers remained subdued and retail sales for the most part were concentrated on sequels and major license titles. In addition, the recent decline in the value of the U.S. dollar has increased the cost of U.K. development for the major publishers as the majority of these are American firms." The company has already reduced its staff numbers over the period by 15 to 268 to adjust cost base to operating needs. Looking forward, the company is confident new games in its release pipeline would help bolster full-year performance. It has three multi-platform games for release: Catwoman, Powerdrome and Malice. Argonaut produced the Harry Potter and the Chamber of Secrets game, the Philosopher's Stone, Stunt Race FX, and Croc: Legend of the Gobbos. CONTACT: ARGONAUT GAMES PLC Argonaut House 369 Burnt Oak Broadway Edgware Middlesex. HA8 5XZ United Kingdom Phone: +44 (020) 8 9516000 Fax: +44 (020) 8 9516050 E-mail: general@argonaut.com ARMAC FILM: In Liquidation; Business for Sale --------------------------------------------- Glasgow-based production outfit, Armac Film's Ltd., called in liquidators from Tenon corporate recovery after running out of funds, according to The Scotsman. Liquidators, among them Kenny Craig, are now seeking for buyers for the rights to Armac's portfolio. The company's debts are estimated to be GBP350,000. Armac Films was founded 12 years. It produces feature films, as well as corporate videos for clients including British Airways, Harrods and P&O. It also makes motion simulation ride films used at theme parks and visitor attractions. Film director Alex McCall is head of the company. CONTACT: TENON CORPORATE RECOVERY 2-4 Blythswood Square Glasgow G2 4AD Phone: 0141 272 8000 Fax: 0141 272 8001 E-mail: glasgow@tenongroup.com Contact: Kenny Craig E-mail: kenny.craig@tenongroup.com ASTRO TECHNOLOGY: In Administrative Receivership ------------------------------------------------ Name of Company: Astro Technology Limited Nature of Business: Agents in Industrial Equipment Trade Classification: 46, Other Services Date of Appointment: March 1, 2004 Joint Administrative Receiver: NUMERICA BUSINESS SERVICES LIMITED Crown House, 37-41 Prince Street, Bristol BS1 4PS Receivers: Simon Edward Jex Girling Mark Peter Roach (IP Nos 009283, 009231) AUTOLECTRIX LIMITED: Picks Royce Peeling Green as Liquidator ------------------------------------------------------------ At an Extraordinary General Meeting of the Autolectrix Limited Company on February 27, 2004 held at Royce Peeling Green, Irish Square, Upper Denbigh Road, St Asaph, Denbighshire LL17 0RN, the Ordinary and Extraordinary Resolutions to wind up the Company were passed. R M Withinshaw, of Royce Peeling Green, Irish Square, Upper Denbigh Road, St Asaph, Denbighshire LL17 0RN, appointed Liquidator of the Company. CONTACT: ROYCE PEELING GREEN Irish Square, Upper Denbigh Road, St Asaph, Denbighshire LL17 0RN Contact: R M Withinshaw, Liquidator BAE SYSTEMS: Ends Search for New Chairman with BP's Dick Olver -------------------------------------------------------------- Defense group BAE Systems has picked Dick Olver to replace Sir Dick Evans as its new chairman, according to The Telegraph. Mr. Olver is the current deputy chief executive of BP, U.K.'s biggest oil company. The company is understood to have the preference for Mr. Olver because of his understanding of complex project management. He was formerly the chief executive of BP's exploration and production operations and head of strategy. The choice ends the hunt, which started summer. BAE Systems is worth GBP6 billion. It employs more than 90,000 people and has orders worth GBP46 billion. It decided last autumn to focus on restoring its profitability and efficiency. That means it has to shelve for a while plans for a merger with a giant U.S. contractor. BECKTON LIMITED: Extraordinary Resolution to Wind up Approved ------------------------------------------------------------- At an Extraordinary General Meeting of the Beckton Limited Company on February 26, 2004 held at Maple House, High Street, Potters Bar, Hertfordshire EN6 5BS, the following Extraordinary Resolutions top wind up the Company were passed. Mr. M Arkin, of Arkin & Co., Maple House, High Street, Potters Bar, Hertfordshire EN6 5BS, is appointed Liquidator for the Company. CONTACT: ARKIN & CO Maple House, High Street Potters Bar, Hertfordshire EN6 5BS Contact: Mr. M Arkin, Liquidator BINAROSE LTD: Voluntary Resolution to Wind up Passed ---------------------------------------------------- At an Extraordinary General Meeting of the Members of the Binarose Ltd Company on March 4, 2004 held at 43 Blackstock Road, London N4 2JF, the Extraordinary Resolution to wind up the Company was passed. Andreas Georgiou Kakouris, of 43 Blackstock Road, London N4 2JF, is nominated Liquidator for the Company. Contact: Andreas Georgiou Kakouris 43 Blackstock Road, London N4 2JF B N FASHIONS: Applies for Voluntary Liquidation ----------------------------------------------- At an Extraordinary General Meeting of the B N Fashions Limited Company on February 25, 2004 held at The Old Mill, 9 Soar Lane, Leicester LE3 5DE, the subjoined Extraordinary Resolutions to wind up the Company were passed. Kirankumar Mistry and John Phillip Walter Harlow are appointed Joint Liquidators for the Company. BRITISH ENERGY: Non-executive Director Duncan Hawthorne Resigns --------------------------------------------------------------- British Energy plc announced the resignation of its Non- Executive Director, Duncan Hawthorne, from the Board of the Company. Duncan Hawthorne was appointed to the Board of British Energy plc in September 2001 as Executive Director of North American Operations and CEO of Bruce Power. Following the sale of the Company's 82.4% interest in Bruce Power in February 2003, Duncan Hawthorne remained as CEO with Bruce Power, but agreed to stay on the Board of British Energy plc as Non-Executive Director for a limited period. Chairman of British Energy, Adrian Montague CBE commented: "I would like to pay tribute to Duncan Hawthorne for his valued contribution to British Energy, having held senior managerial and engineering positions within the Company, most notably leading the acquisition of Bruce Power. He has over 25 years of experience in the power engineering business, and we shall greatly miss his commitment, expertise and his wise counsel." CONTACTS: BRITISH ENERGY Andrew Dowler Financial Dynamics, Media Phone: 020 7831 3113 Paul Heward Investor Relations Phone: 01355 262 201 Web site: http://www.british-energy.com BRITISH ENERGY: Adjusts Post-restructuring EBITDA by GBP37 Mln -------------------------------------------------------------- Following the announcement of its third quarter results on 26 February 2004 and the related results presentation, British Energy has recently become aware, as a result of enquiries by investors, that the accounting for the fuel payments under the new fuel services contracts with British Nuclear Fuels plc (BNFL) and the implications for earnings before interest, taxes, depreciation and amortization (EBITDA) post restructuring requires clarification. The Company's results presentation included a statement of EBITDA. This showed EBITDA for continuing activities of GBP42 million for the 9-month period ended December 31, 2003 and GBP26 million for the 3-month period ended December 31, 2003 in accordance with U.K. GAAP as set out in Slide 10 of the presentation (see Appendix). However, as stated in the presentation, to produce an adjusted EBITDA on a post restructured basis, it would be necessary to make a number of adjustments which would not be in accordance with U.K. GAAP. Such adjustments would include the profit and loss difference between the BNFL contracts in place prior to the restructuring (historic contracts) and those that will be in place after the restructuring (new contracts). This adjustment would involve an addition of GBP37 million to EBITDA for the 9-month period and an addition of GBP6 million for the 3-month period which compares with the cash benefits between the historic and new back end contracts of GBP137 million and GBP33 million (see note 3 Table 1) respectively. In order to present EBITDA for the 3 and 9-month periods on a post restructured basis, the table below is provided for illustrative purposes. It is not in accordance with U.K. GAAP and does not constitute a forecast. 3 months 9 months ended ended 31 December 31 December 2003 2003 GBPm GBPm EBITDA continuing activities in accordance with U.K. GAAP 26 42 Benefit of new contracts (1) 6 37 Adjusted EBITDA 32 79 (1) The financial benefit to the Group of the new contracts in any financial period will depend, in part, on the prevailing average electricity market price during that period No other adjustment has been made which may be required to take account of the potential impact on EBITDA of any restructuring related adjustments nor any other changes, which may impact the business. Slide 10 of the presentation included a reference to capex included in operating costs. As disclosed in the results, capital investment expenditure of GBP13 million for the 3 month period and GBP60 million for the 9 month period has been expensed in the profit and loss account. These amounts have been expensed to the profit and loss account as a result of the significant fixed asset impairment at March 31, 2003. The Company will review the economic assumptions underlying the calculation of fixed asset carrying values at 31 March 2004, in line with FRS11. The amount that would be capitalized will be determined in accordance with FRS 15. There is no certainty that expenditure previously treated as fixed asset additions will be capitalized in the future. In view of the foregoing it is not possible to estimate the future impact on EBITDA. During the third quarter there were extended outages at Heysham 1 and Sizewell B with a lost profit contribution estimated at GBP50m. Due to the uncertainty about the recurrence of unplanned outage this amount has not been included within adjusted EBITDA. The foregoing has dealt with the EBITDA implications. More details about the differences between the historic and new contracts are set out below. The accounting for nuclear fuel costs for the 3- and 9-month periods was drawn up on the basis that the historic back end fuel contracts continued in existence. The new contracts are conditional on, inter alia, completion of the proposed restructuring. However, cash payments are being made to BNFL as if the new contracts had become effective on April 1, 2003. This gave rise to a creditor balance in the accounts, which will be released, as part of other restructuring adjustments, upon implementation of the proposed restructuring. The cumulative balance of GBP259 million at December 31, 2003 was disclosed as a contingent asset in the results. The contingent asset has not yet been recognized in its financial accounts and its recognition will occur only on the successful completion of the restructuring. Table 1 below shows the nuclear fuel profit and loss and cash costs under both the historic and the new contracts for the 3- month and 9-month ended December 31, 2003. The fuel costs comprise front end (fabrication, uranics and ancillary costs) and back end (spent fuel services) costs. Table 1 - Summary of Nuclear Fuel Costs (P&L) for 3- and 9-Month ended December 31, 2003 and associated cash payments 3 months 9 months ended ended 31 December 2003 31 December 2003 P&L effect Cash P&L effect Cash effect effect GBPm GBPm GBPm GBPm Nuclear fuel cost under historic contracts 78(1) 98 233(1) 336 Nuclear fuel costs under new contracts 72(2) 65 196(2) 199 Savings under new contracts 6 33 (3) 37 137(1) (3) (1) As disclosed in the unaudited third quarter results to December 31,2003. (2) Includes back end fuel costs assuming an average electricity market price of GBP17.8/MWh as applicable under the new contracts (3) Excludes stoodstill interest of GBP6 million for 3 month period and GBP9 million for 9 months period As can be seen from the above table the cash savings from the new BNFL contracts are GBP33 million for the 3-month period and GBP137 million for the 9 month period, whereas the profit and loss saving is GBP6 million and GBP37 million respectively. This is due to the difference between cash payments and amounts charged to the profit and loss account under the structure of the historic BNFL contracts. Since the profile of cash payments over the life of the historic BNFL contracts is weighted towards current years the actual total cash payments for front and back end costs for the 9-month period would have been GBP336 million, GBP103 million higher than the profit and loss account charge for the period of GBP233 million. To illustrate the impact of differing average electricity market prices Table 2 shows the total fuel costs for a 12 month period at market prices for electricity of GBP16/MWh and GBP21/MWh (2002/03 money values) with an assumed total nuclear output level of 67TWh, of which AGR output represents 58TWh. These figures are illustrative only and do not constitute a forecast. Table 2 - Indicative Nuclear Fuel Operating Costs (P&L) for 12 Month Period Average electricity market price as applicable under new GBP16/MWh(1) GBP21/MWh(1) contracts GBPm GBPm Nuclear fuel costs under historic contracts (3) 319 329 Nuclear fuel costs under new contracts 225 351 Cost impact 94 (22)(2) (1) The GBP16/MWh and GBP21/MWh price level quoted above are stated in 2002/03 money values. (2) The cost impact is capped at -GBP22 million at average electricity market prices above GBP21/MWh and at prices above this level total fuel costs are unchanged on the basis of 2002/03 money values. (3) Calculated using 2002/03 money values British Energy's Proposed Restructuring remains subject to a large number of significant uncertainties and important conditions, including receipt by the Secretary of State for Trade and Industry (the Secretary of State) of a satisfactory notification from the European Commission that in so far as the proposals involve the grant of State Aid by the U.K. Government, such aid is compatible with the common market. The Secretary of State expects to receive this notification by mid 2004. Furthermore, the Secretary of State is entitled not to proceed with the Proposed Restructuring if, in her opinion, the Group will not be viable in all reasonably foreseeable conditions without access to additional financing beyond that which is committed and will continue to be available when required. If for any reason British Energy is unable to implement the Proposed Restructuring it may be unable to meet its financial obligations as they fall due in which case it may have to take appropriate insolvency proceedings. If British Energy were to commence insolvency proceedings, distributions, if any, to unsecured creditors may represent only a small fraction of their unsecured liabilities and it is highly unlikely that there would be any return to shareholders. Even if the Proposed Restructuring is completed, the return, if any, for shareholders will represent a very significant dilution of their existing interests. Appendix Slide 10 of Presentation on third quarter results Financial Performance - EBITDA - Analysis 3 months ended 31 9 months ended 31 December 2003 December 2003 GBPm GBPm Loss after tax and exceptional items (3) (82) Interest 29 54 Revalorisation 40 139 Tax (7) 1 Depreciation 11 36 Gain on sale (37) (37) AmerGen loss/(profit) 21 (22) Net exceptional credits (28) (47) EBITDA continuing activities 26 42 Capex included in operating costs 13 60 Note: This table does not take account of the impact of the revised BNFL contracts, which would be one of the financial adjustments to be made on Restructuring. Net cash flow from operating activities 27 1 CONTACT: BRITISH ENERGY Paul Heward Phone: 01355 262201 Andrew Dowler Financial Dynamics Phone: 020 7831 3113 BUSINESS PROTECTION: Names Liquidator ------------------------------------- At an Extraordinary General Meeting of the Members of the Business Protection Systems Limited Company on February 26, 2004 held at the offices of Sinclair Harris, 46 Vivian Avenue, Hendon Central, London NW4 3XP, the Extraordinary Resolution to wind up the Company was passed Jonathan Sinclair, of Sinclair Harris, 46 Vivian Avenue, Hendon Central, London NW4 3XP, is appointed Liquidator for the Company. CONTACT: SINCLAIR HARRIS 46 Vivian Avenue, Hendon Central, London NW4 3XP Contact: Jonathan Sinclair, Liquidator CANARY WHARF: Receives GBP30 Mln for Central London Buildings ------------------------------------------------------------- Canary Wharf Group plc announces that it has sold two central London office buildings to UBS Global Asset Management (U.K.) Limited for a consideration of GBP30 million. The freeholds of 85 Fleet Street and St Bride's House were acquired by Canary Wharf Group plc at an approximate price of GBP32.5 million as part of the transaction that involved the planned relocation by Reuters to Canary Wharf. Reuters will be moving their Headquarters from 85 Fleet Street to 30 The South Colonnade, Canary Wharf in May 2005. 85 Fleet Street was sold with a lease back to Reuters at a rent of approximately GBP1.64 million per annum, which can be terminated when they move to Canary Wharf. St Bride's House was sold with vacant possession. The sale of these properties took place following an extensive marketing campaign and was envisaged as part of the overall inducement package agreed with Reuters. The price achieved was well within the level estimated at the time of the initial agreement with Reuters. Canary Wharf Group plc was advised by CB Richard Ellis, UBS Global Asset Management (U.K.) was advised by King Sturge. CONTACT: CANARY WHARF GROUP PLC Wendy Timmons Phone: 020 7537 5025 CATFIELD PROPERTY: Hires Liquidator from Smith & Williamson ----------------------------------------------------------- At an Extraordinary General Meeting of the Catfield Property Developments Limited Company on March 2, 2004 held at The Spa Hotel, Mount Ephraim, Tunbridge Wells, Kent TN4 8XJ, the subjoined Extraordinary Resolutions to wind up the Company were passed. Mark Newman of Smith & Williamson Limited, The Meeting House, Little Mount Sion, Tunbridge Wells, Kent TN1 1YS, is appointed Liquidator for the Company. CONTACT: SMITH & WILLIAMSON LIMITED The Meeting House, Little Mount Sion, Tunbridge Wells, Kent TN1 1YS Contact: Mark Newman, Liquidator CENTRE-MASTEL LIMITED: Appoints Liquidator from Moore Stephens -------------------------------------------------------------- At an Extraordinary General Meeting of the Centre-Mastel (Steels) Limited Company on February 25, 2004 held at Moore Stephens Corporate Recovery, Beaufort House, 94-96 Newhall Street, Birmingham B3 1PB, the subjoined Extraordinary Resolutions to wind up the Company were passed. Roderick Graham Butcher, of Moore Stephens Corporate Recovery, Beaufort House, 94-96 Newhall Street, Birmingham B3 1PB, is appointed Liquidator of the Company. CONTACT: MOORE STEPHENS CORPORATE RECOVERY Beaufort House, 94-96 Newhall Street, Birmingham B3 1PB Contact: Roderick Graham Butcher, Liquidator CONSORT ELECTRICAL: Winding up Resolution Passed ------------------------------------------------ At an Extraordinary General Meeting of the Members of the Consort Electrical Services Limited Company on February 26, 2004, the subjoined Extraordinary Resolutions top wind up the Company were passed. John Phillip Walter Harlow and Kirankumar Mistry are appointed Joint Liquidators for the purposes of such a winding-up. COVENTRY PLATING: Hires Grant Thornton Liquidator ------------------------------------------------- At an Extraordinary General Meeting of the Coventry Plating Limited Company on February 26, 2004 held at 1 Frogmere Close, Coventry, West Midland, s CV5 9PA, the Special Resolution to wind up the Company was passed. Roy Welsby, of Grant Thornton, 1 Westminster Way, Oxford OX2 0PZ, appointed Liquidator of the Company. CONTACT: GRANT THORNTON 1 Westminster Way, Oxford OX2 0PZ Contact: Roy Welsby, Liquidator Phone: 01865 799899 Fax: 01865 724420 Web site: http://www.grant-thornton.co.uk E-SALES CONSULTANTS: Names David Horner Administrator ----------------------------------------------------- Name of Company: E-Sales Consultants Limited Nature of Business: Software Development Trade Classification: 36 Date of Appointment: February 26, 2004 Administrative Receiver: DAVID HORNER & CO. 2A Pioneer Business Park, Clifton Moor, York YO30 4TN Receiver: David Anthony Horner (IP No 008956) FASTEC LIMITED: Venture Finance Designates Receiver --------------------------------------------------- Name of Company: Fastec (Europe) Limited Reg No 03795114 Previous Name of Company: Coverlane Limited Nature of Business: Engineering Trade Classification: 07 Date of Appointment of Joint Administrative Receivers: March 3, 2004 Name of Person Appointing the Joint Administrative Receivers: Venture Finance Plc Joint Administrative Receivers: CHANTREY VELLACOTT 16-17 Boundary Road, Hove, East Sussex BN3 4AN Receivers: Kenneth William Touhey David John Oprey (Office Holder Nos 8369, 5814) HONEYCOMB CONSULTANCY: Hires Liquidator from Marks Bloom -------------------------------------------------------- At an Extraordinary General Meeting of the Members of the Honeycomb Consultancy Limited Company on March 1, 2004 held at The Stables, Capland Court, Capland Lane Hatch Beauchamp, Taunton, Somerset, the subjoined Special Resolution to wind up the Company was passed. Andrew John Whelan, of Marks Bloom, 60-62 Old London Road, Kingston upon Thames KT2 6QZ, is appointed Liquidator for the Company. CONTACT: MARKS BLOOM 60-62 Old London Road, Kingston upon Thames KT2 6QZ Contact: Andrew John Whelan, Liquidator INTRINSIC VALUE: Gives Update on Liquidation, Rollover Proposals ---------------------------------------------------------------- The Board of Intrinsic Value wishes to update shareholders on its progress for the future of the Company. In particular, plans are advanced regarding the planned liquidation of the portfolio and negotiations are progressing well with the managers of an award winning unit trust to be offered to shareholders as a rollover vehicle. The Board expects to post the circular to shareholders convening the necessary extraordinary general meetings by the end of March, subject to receipt of final U.K. regulatory approval. CONTACT: INTRINSIC VALUE James West Chairman Phone: 020 7767 1000 ING INVESTMENT BANKING Nicholas Gold William Marle Phone: 020 7767 1000 MARCONI CORPORATION: Buys Back US$24.5 Million More Notes --------------------------------------------------------- Marconi Corporation plc (LSE: MONI; NASDAQ: MRCIY) announced that it had purchased a further US$24.5 million (approximately GBP13.7 million) principal amount of Marconi 8% Guaranteed Senior Secured Notes due 2008 for a total cash outlay, excluding accrued interest and fees, of US$26.8 million (approximately GBP15.0 million) in open market transactions. The repurchases were undertaken by Marconi Corporation plc. Under the terms of the Group's Senior Notes indenture, the repurchased Notes will be cancelled within 90 days and may not be re-issued or resold to any third party. Marconi may purchase additional Senior Notes in the future. Following the above-mentioned repurchase, as at March 11, 2004, Marconi has, in aggregate, repurchased or redeemed US$116.3 million (approximately GBP65.0 million) principal amount of Senior Notes, reducing the principal amount outstanding and not owned by Marconi Corporation plc to US$600.9 million (approximately GBP335.7 million). In addition, the previously announced second and third partial redemptions scheduled on March 18, 2004 and March 23, 2004 (see press releases dated March 5, 2004 and March 9, 2004) are expected to further reduce the principal amount of Senior Notes outstanding and not owned by Marconi Corporation plc to US$506.5 million (approximately GBP283.0 million). Marconi Corporation plc expects to receive US$10.0 million (approximately GBP5.6 million) representing the share of the second and third partial redemptions relating to its holding in the Senior Notes. This will be transferred to the Mandatory Redemption Escrow Account and used in due course to fund further partial redemptions of the Senior Notes. (Exchange rate, GBP1 = USD 1.79) 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 the Nasdaq under the symbol MRCIY. Additional information about Marconi Corporation can be found at http://www.marconi.com. CONTACT: MARCONI CORPORATION PLC Press Inquiries: 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 Inquiries: Heather Green Phone: 0207 306 1735 E-mail: heather.green@marconi.com METALTECH AEROSPACE: Ahli United Names Grant Thornton Receiver -------------------------------------------------------------- Name of Companies: Metaltech Aerospace Limited Metaltech Industries Limited Reg No 04259836 Reg No 04259842 Nature of Business: Property Holding Company Acting as a Holding Company Trade Classification: 7 Date of Appointment of Joint Administrative Receivers: March 1, 2004 Name of Person Appointing the Joint Administrative Receivers: Ahli United Bank (UK) plc Joint Administrative Receivers: GRANT THORNTON Enterprise House, Edmund Street, Birmingham B3 2HJ Receiver: Neil Tombs Andrew Menzies (Office Holder Nos 7830, 6053) Phone: 0121 212 4000 Fax: 0121 212 4014 Web site: http://www.grant-thornton.co.uk MORGAN CRUCIBLE: Rights Issue Receives Warm Welcome --------------------------------------------------- The Morgan Crucible Company plc announces that it has received valid acceptances in respect of 54,990,916 new Morgan Crucible shares, representing 95% of the total number of new Morgan Crucible shares offered to shareholders, pursuant to the 1 for 4 Rights Issue announced by Morgan Crucible on February 19, 2004. A total of 58,019,093 new Morgan Crucible shares were offered to shareholders in the Rights Issue, which closed at 11:00 a.m. on Friday. Subscribers have been procured for the remaining 3,028,177 new Morgan Crucible shares, for which valid acceptances were not received, at a price of 135.5 pence per share. The net proceeds from the sale of these shares, after the deduction of the Rights Issue price of 100 pence per new Morgan Crucible share and relevant costs, will be paid to shareholders who have not taken up their entitlements, pro rata to their lapsed provisional allotments. As a result of the procurement of subscribers, neither the underwriters nor the sub-underwriters will be required to subscribe for any new Morgan Crucible shares. The Rights Issue was fully underwritten by Cazenove & Co. Ltd. Mr. Warren Knowlton, Group Chief Executive, commented: "We are delighted to have received such strong support from our shareholders. The Rights Issue enables us to press ahead vigorously with our program of cost reduction and profit improvement to drive future profitability and cash flow generation." CONTACT: CAZENOVE & CO. LTD Julian Cazalet Robert Constant Phone: 020 7588 2828 FINSBURY GROUP Media Inquiries: Rupert Younger Charlotte Hepburne-Scott Phone: 020 7251 3801 MYTV NETWORK: Patrick Trant Hires Receiver from Rogers Evans ------------------------------------------------------------ Name of Company: MYTV Network Limited Reg No 2658713 Previous Names of Company: Solent City Television Limited and Securegift Limited Nature of Business: Television Broadcasting Trade Classification: 9220 Date of Appointment of Administrative Receiver: March 2, 2004 Name of Person Appointing the Administrative Receiver: Patrick Trant Administrative Receiver: ROGERS EVANS 20 Brunswick Place, Southampton SO15 2AQ Receiver: Terry Christopher Evans (Office Holder No 6416) NETWORK RAIL: MTN Finance PLC Rating Affirmed --------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'AAA' senior secured debt rating on the MTN program issued by U.K.- based special-purpose company Network Rail MTN Finance PLC (the MTN Issuer). The rating is based on the credit enhancement provided by the Strategic Rail Authority (SRA; AAA/Stable/A-1+) and its ability to meet its contractual obligations in a timely manner in all circumstances. It is also based on the value of the SRA facility in the form of a term loan facility, the MTN Support Facility, of up to GBP10 billion (US$18.7 billion) and a direct agreement. The proceeds of the MTNs are onlent to Network Rail Infrastructure Ltd., the owner and operator of the U.K. heavy rail system, under inter-company loan arrangements. The MTNs have a maximum term of up to March 31, 2009. If the MTN Issuer is unable to meet maturing MTN liabilities from the proceeds of the inter-company loan made to NRIL, it has access to the MTN Support Facility for up to GBP10 billion within certain drawing schedules. In order to redeem the MTN program on maturity, the MTN Issuer can draw up to GBP10 billion plus certain other costs from the MTN Support Facility within 60 days' notice. In the event of an insolvency of the MTN Issuer or Network Rail Ltd., the MTN Support Facility is still available to meet all outstanding notes for a period of 60 days, including notes maturing after the 60-day draw-down period, which are then accelerated to mature on expiry of the 60-day period. The SRA, however, also has the option of continuing to pay scheduled principal and interest. Furthermore, if any such event of default occurs, the security trustee can exercise a put option under the direct agreement. "A key factor supporting the rating is the SRA's ability to fund potentially significant amounts of maturing notes on a timely basis and outstanding amounts (principal and others) under the program," said Standard & Poor's Infrastructure Finance credit analyst Magdalena Richardson. The funds will come from a combination of the authority's own liquidity or funds available at the Department of Transport. CONTACT: STANDARD AND POORS RATING SERVICES Analyst E-mail Addresses magdalena_richardson@standardandpoors.com craig_jamieson@standardandpoors.com mike_wilkins@standardandpoors.com InfrastructureEurope@standardandpoors.com TELEGNOMIC LIMITED: HSBC Appoints BDO Stoy Hayward Receiver ----------------------------------------------------------- Name of Company: Telgnomic Limited Reg No 03922196 Nature of Business: Other Computer Related Activities Trade Classification: 46 Date of Appointment of Joint Administrative Receivers: March 1, 2004 Name of Person Appointing the Joint Administrative Receivers: HSBC Bank plc Joint Administrative Receivers: BDO STOY HAYWARD LLP Kings Wharf, 20-30 Kings Road, Reading, Berkshire RG1 3EX Receiver: Martha H Thompson (Office Holder No 8678/01) BDO STOY HAYWARD LLP 8 Baker Street, London W1U 3LL Receiver: Shay Bannon (Office Holder No 5694/01) TELELAB LIMITED: Hires Liquidator --------------------------------- At an Extraordinary General Meeting of the Members of the Telelab Limited Company held on March 2, 2004, the subjoined Special Resolution to wind up the Company was passed. Kikis Kallis is appointed Liquidator for the purposes of such winding-up of the Company. TELEWEST COMMUNICATIONS: 2003 Net Loss Down Significantly --------------------------------------------------------- Telewest Communications plc on Friday reported financial results for the fourth quarter and the year ended December 31, 2003. These are the highlights: (a) Net loss of GBP272 million reduced from GBP2,231 million in 2002 (b) Group operating loss of GBP87 million reduced from GBP1,852 million in 2002 (c) Group operating loss before exceptional items of GBP62 million reduced from GBP241 million in 2002 (d) Generated GBP90 million net cash inflow before use of liquid resources and financing in 2003 (e) Record Average Revenue per User of GBP44.42 per month or GBP533 annualized in Q4 2003 (f) Over 450,000 broadband and 1 million digital subscribers as of March 11, 2004 (g) Added 9,000 net household customers and 69,000 Revenue Generating Units in Q4 2003 Barry Elson, Acting Chief Executive Officer of Telewest Communications plc commented: "Our fourth quarter and full year results demonstrate a year of solid performance leaving us with improved revenue and cash flow. As expected, our marketing and churn reduction efforts have improved customer growth across each of our consumer product lines. This customer growth has continued in the current quarter. "Broadband is our most successful product and fastest growing source of revenue. Broadband, bundled together with telephony and television, is proving popular and 17% of our customers now take the full 'triple play'. This is helping to improve Average Revenue per User in our consumer sales division, which has risen to GBP44.42 per month in the fourth quarter of 2003. "Our focus on customer service and fault reduction has resulted in lower churn in both our telephony and television product lines as well as a significant improvement in overall household churn for our consumer sales division. "In addition, our business sales division is showing strong growth in revenues from data services and our content segment continues to demonstrate strong advertising revenue growth. "We expect that our focus on marketing and customer service, together with improved 'triple play' penetration and continued growth in demand for broadband products will help us to continue to produce customer growth and good operating results over this year." CONTACT: TELEWEST COMMUNICATIONS Investors Richard Williams Head of investor relations Phone: 020 7299 5479 Vani Gupta Investor relations manager Phone: 020 7299 5353 Media Jane Hardman Director of Corporate Communications Phone: 020 7299 5888 Citigate Dewe Rogerson Anthony Carlisle Phone: 07973 611888 Sue Pemberton Phone: 07779 572711 TRENDVALLEY LIMITED: Hires Elwell, Watchorn & Saxton Liquidator --------------------------------------------------------------- The Ordinary and Special Resolution to wind up the Trendvalley Limited Company was passed, March 1, 2004 by the Members of the Company. David John Watchorn, of Elwell Watchorn & Saxton, 109 Swan Street, Sileby, Leicestershire LE12 7NN is appointed Liquidator of the Company for the purposes of such winding-up. CONTACT: ELWELL WATCHORN & SAXTON 109 Swan Street, Sileby, Leicestershire LE12 7NN Contact: David John Watchorn, Liquidator WESTGATE HALL: Appoints Liquidator ---------------------------------- The Members of Westgate Hall PLC passed a Special Resolution to wind up the Company, March 2, 2004. Stephen Mark Katz is appointed Liquidator for the Company. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Shareholders Total Working Equity Assets Capital Ticker (US$MM) (US$MM) (US$MM) ------ ----------- ------- -------- AUSTRIA ------- Libro A.G. (111) 174 (182) BELGIUM ------- Real Software REAL (110) 216 (10) CZECH REPUBLIC -------------- Ceskomoravska Kolben & Danek Praha Holding (89) 192 (2,186) DENMARK ------- Elite Shipping (28) 101 19 FRANCE ------ Banque Nationale de Paris Guyane BNPG (41) 352 N.A. BSN Glasspack (101) 1,151 179 Bull S.A. BULP (760) 893 (130) Compagnie Francaise de l'Afrique Occidentale (65) 256 21 Cofidur S.A. (5) 102 19 Dollfus-Mieg & Co. DOLP (0) 187 28 European Computer System (110) 682 377 Grande Paroisse S.A. (927) 629 330 Immobiliere Hoteliere (68) 233 29 Pneumatiques Kleber S.A. (34) 480 139 SDR Picardie (135) 413 N.A. Soderag (3) 404 N.A. Sofal S.A. (305) 6,619 N.A. Spie-Batignolles (16) 5,281 75 St Fiacre (1) 111 (33) Trouvay Cauvin TRCN (0) 134 10 Usines Chauson (23) 249 35 GERMANY ------- Dortmunder Actien-Brauerei DABG (13) 118 (29) F.A. Guenther & Sohn A.G. GUSG (8) 111 N.A. Kaufring A.G. KAUG (19) 151 (51) Mania Technologi MNI (11) 101 (46) Nordsee A.G. (8) 195 (31) Schaltbau A.G. SLTG (16) 163 20 Vereinigter Baubeschlag-Handel Holding A.G. VBHG (24) 307 (63) ITALY ----- Binda S.p.A. BND (11) 129 (20) Credito Fondiario e Industriale S.p.A. CRF (200) 4,218 N.A. NETHERLANDS ----------- Baan Company N.V. BAAN (8) 610 46 Numico N.V. 2,030 454 United Pan-Euro Air UPC (5,266) 5,180 (8,730) NORWAY ------ Pan Fish A.S.A. PAN (117) 806 (259) Petroleum-Geo Services PGO (32) 2,963 (5,250) POLAND ------ Animex S.A. ANX (1) 108 (86) Exbud Skanska S.A. EXBUF (9) 315 (330) Mostostal Zabrze (6) 227 (366) Stalexport S.A. (57) 229 (51) RUSSIA ------ Kamchatskenergo 273 (7,870) SPAIN ----- Altos Hornos de Vizcaya S.A. (116) 1,283 (278) Santana Motor S.A. (46) 223 41 Sniace S.A. (11) 128 (24) Tableros de Fibras S.A. TFI (43) 2,107 125 SWITZERLAND ----------- Kaba Holding A.G. KABZN (47) 572 278 UNITED KINGDOM -------------- Abbot Mead Vickers (2) 168 (16) Alldays Plc (120) 252 (202) Amey Plc (49) 932 (47) Bonded Coach Holiday Group Plc (6) 188 (44) Blenheim Group (153) 198 (34) Booker Plc BKRUY (60) 1,298 (8) Bradstock Group BDK (2) 269 5 Brent Walker Group BWL (1,774) 867 (1,157) British Nuclear Fuels Plc (2,627) 36,359 (1,948) British Sky PLC 3,346 (144) Center Parcs (UK) Group Plc (77) 423 (227) Compass Group CPG (668) 2,972 (298) Costain Group COST (34) 329 (12) Dawson Holdings DWSN (29) 142 (29) Easynet Group Plc ESY (12) 332 53 Electrical and Music EMI Industries Group (885) 3,053 (435) Gallaher Group GLH (543) 6,304 148 Gartland Whalley (11) 145 (8) Global Green Tech Group (156) 408 (18) Heath Lambert Fenchurch Group PLC (10) 4,109 (10) HMV Group PLC HMV (211) 762 (66) Intertek Testing Services ITRK (134) 508 77 IPC Media Ltd. (685) 254 16 Lambert Fenchurch Group (1) 1,827 3 Lattice Group (1,290) 12,410 (1,228) Leeds United 144 (29) Manchester City (17) 154 (21) Misys PLC MSY (161) 949 41 Mytravel Group 2,551 (533) Orange PLC ORNGF (594) 2,902 7 Rentokil Initial Plc RTO (1,130) 3,245 (68) Saatchi & Saatchi SSI (119) 705 (41) Seton Healthcare (11) 157 0 Telewest Communication 7,329 (3,770) Yell Group PLC (196) 3,964 289 Each Tuesday edition of the TCR-Europe contains a list of companies with insolvent balance sheets based on the latest publicly available balance sheet available to our editors at the time of publication. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Larri-Nil Veloso, Ma. Cristina Canson, and Liv Arcipe, 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. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *