/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/040503.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, May 3, 2004, Vol. 5, No. 86 Headlines C Z E C H R E P U B L I C CZECH AIRLINES: Adding 12 New Planes to Mid-range Fleet F I N L A N D DONE SOLUTIONS: Sees 2004 Results Printed in Red M-REAL CORPORATION: Operating Result Bounces Back to Black M-REAL CORPORATION: Prolonged Weak Results Earn Negative Outlook F R A N C E EURO DISNEY: First-half Net Loss Balloons to EUR108.9 Million FRANCE TELECOM: Consolidated Group Revenue Up 4.8% G E R M A N Y INFINEON TECHNOLOGIES: Finisar Acquires Fiber Optics Business READYMIX AG: Expect More Organizational Changes, Says CEO H U N G A R Y BORSODCHEM RT: Posts Resolutions Approved at AGM I R E L A N D ELAN CORPORATION: First-quarter Results Out May 13 N E T H E R L A N D S BUHRMANN N.V.: S.W. Barnes New Member of Supervisory Board BUHRMANN N.V.: First-quarter Figures Best Results in Years IFCO SYSTEMS: Reports US$10.8 Million Net Profit PETROPLUS INTERNATIONAL: Outlook Changed to Negative ROYAL SHELL: First-quarter Performance Satisfactory ROYAL SHELL: S&P Keeps Ratings on CreditWatch Negative TRENCH ELECTRIC: Placed on CreditWatch Positive R U S S I A BEREZNIKI MINERAL: Court Set August 18 Hearing BOROVSKY POLYMERIC: Insolvent Status Confirmed FURNITURE-MIRROR: Under Bankruptcy Supervision Procedure GORINSKAYA: Falls into Bankruptcy KANASHSKY CHEESE: Deadline for Proofs of Claim May 22 SARATOVSKAYA: Saratov Court Appoints Insolvency Manager SIBERIAN INNOVATIONAL: Declared Insolvent VOLZHSKY INDUSTRIAL: Under Bankruptcy Supervision Procedure VTORCHERMET: Kursk Court Commences Bankruptcy Proceedings YUKOS OIL: Can't Afford Further Tax Charges, Says Finance Chief S W E D E N PREEM PETROLEUM: EUR125 Million Bond Rated 'B-' S W I T Z E R L A N D ABB LTD.: First-quarter Operating Profit up Twofold U K R A I N E ANABEL: Kirovograd Court Appoints Insolvency Manager BULGARTABAK-POLTAVA: Declared Bankrupt ELINFARM: Under Bankruptcy Supervision Procedure EXPERIMENTAL MECHANICAL: Kyiv Court Appoints Insolvency Manager IRON-CONCRETE: Declared Insolvent NEKTAR: Donetsk Court Appoints Insolvency Manager OLIMP-TRADING: Declared Insolvent STELA: Falls into Bankruptcy UKRAINA: Deadline for Proofs of Claim May 24 YASEN: Bankruptcy Proceedings Begin U N I T E D K I N G D O M 131 FINSBURY: Members Final Meeting Set May 28 1ST CALL: Calls in Liquidator 4FRONT TELECOMMUNICATIONS: Winding up Resolutions Passed A & A JEWELLERY: Hires Liquidator from Valentine & Co ADULTMATCH LIMITED: Final Members Meeting Set May 26 A F LOCKSMITHS: Hires Liquidator from B & C Associates AIM AUTOMATION: Appoints Liquidator from Begbies Traynor APPLE FRESH: Shareholders OK Voluntary Winding up of Business ARTHUR DOODSON: Hires Liquidator from PKF AVONTRAIL LIMITED: Annual General Meeting Set June 4 BENTLEY PHOTO: To Hold Final General Meeting June 4 BLUE CHIP: Appoints Tenon Recovery Administrator CANARY WHARF: Explains Preference for Songbird's Offer CGU DIRECT: Members Final Meeting Set May 31 CLAREPEKE LIMITED: Members General Meeting May 26 CLUBHAUS PLC: Trading Results for Last Six Months Improve DCM CAPITAL: Winding up Resolutions Passed EGG TRADING: Calls in Liquidator ELEM CHEMICALS: Members Meeting Set June 4 EUROPEAN FURNITURE: KPMG Appointed Administrator GEODIS LOGISTICS: Annual General Meeting Set June 3 GREYHOUND RECRUITMENT: Appoints Sharma & Co Administrator INVENSYS PLC: Names Ulf Henriksson Chief Operating Officer JEAN MARTIN: General Meeting Set May 28 MRC MANAGEMENT: In Administrative Receivership NEW ERA: Final Members Meeting May 25 PACIFIC MEDIA: Reports GBP13.7 Mln Group Loss for 2003 PPL THERAPEUTICS: Reports GBP16.5 Million Full-year Net Loss REAL DOUGH: Hires P & A Partnership Administrator ROCKLANDS LIMITED: Bostyne Services Appoints Receiver SEASTRUCTURES LIMITED: Unsecured Creditors to Meet May 12 S R M D LIMITED: Names Wilkins Kennedy Administrator SYNIGENCE PLC: Proposed Voluntary Arrangement Approved TALCO LIMITED: Names Moore Stephens Administrator TEC NATIONAL: Members Final Meeting Set June 9 TELEWEST COMMUNICATIONS: SEC Approves Registration Statement THORPCRETE LIMITED: Hires Liquidator TI AUTOMOTIVE: Rated 'BB-' on Below-average Business Profile WELCH GLAZING: Members General Meeting Set June 7 ********* ============================ C Z E C H R E P U B L I C ============================ CZECH AIRLINES: Adding 12 New Planes to Mid-range Fleet ------------------------------------------------------- Czech Airlines will open a tender for the 12 airplanes it is planning to add to its mid-range fleet, according to aviation Web site http://www.luchtzak.besaid. TCR-Europe previously reported Boeing and Airbus are interested in the order. The company currently uses 23 Boeing 737s for short-distance flights, three Airbus 310s for long-distance, and eight ATR turboprop planes for short-distance. It is reportedly ready to invest billions of crowns to add a few more to bring the number to 50 by 2006. The company projects passenger traffic will rise to 4.4 million this year and 5.5 million by 2006. It expects to cover CZK1.2 billion in accumulated past losses from profits made during this period. The airline has not released financial results for the first quarter or for 2003. ============= F I N L A N D ============= DONE SOLUTIONS: Sees 2004 Results Printed in Red ------------------------------------------------ Done Solutions released its first quarter results recently. These are the highlights: Net Sales and Profitability MEUR Q1/2004 Q1/2003 Net sales 5.2 6.3 Operating profit/loss -0.5 -0.6 Profit/loss before extraordinary items -0.5 -0.6 Net profit/loss for the period -0.5 -0.7 Done Logistics Within Systems & Software, first-quarter demand was fair for management systems software and maintenance services, while materials-handling systems reported low order volumes, which had a major impact on the units profit performance. Customers continued to postpone their investment decisions until a later date. As a result, the unit continued to restructure its operations in Q1. Following the joint discussions with employees (based on Statutory Information and Consultation procedure), the unit may, as of April 1, lay off a maximum of 60 employees on a fixed-term basis and/or dismiss a maximum of 10 employees by the end of the year, depending on manpower requirements. Providor Logistics On January 1, 2004, the Group spun off its subsidiary Done Logistics Oys Distribution unit, provider of distribution and warehousing services, as part of Providor Logistics Oy. The Q1 volume and profit performance of Providor Logistics were at the planned levels. Done Information The Q1 volume and profit performance of multilingual documentation services were as planned. With higher-than- expected profit, Translation and Localization services showed good performance. Sales of software solutions remained at low levels. The largest orders reported for the period included multilingual documentation services for Finnish machine and equipment manufacturers and software companies. Net sales and profitability by business unit: Net Sales Net Sales Operating Profit/Loss Q1/2004 Q1/2003 Q1/2004 Q1/2003 MEUR Share MEUR Share MEUR % MEUR % Done Logistics 0.9 18% 2.0 32% -0.4 -47 -0.3 -16 Providor Logistics 2.5 48% 2.1 34% 0.0 2 -0.0 -2 Done Information 1.8 34% 2.2 34% -0.1 -3 -0.2 -9 Done Solutions group 5.2 100% 6.2 100% -0.5 -9 -0.6 -9 FINANCIAL POSITION Period-end consolidated balance sheet total amounted to EUR5.8 million (EUR10.1 million on March 31, 2003) while shareholders equity came to EUR0.6 million (EUR3.6 million). Parent company shareholders equity amounted to EUR4.0 million (EUR7.5 million). At period-end, equity ratio was 10.0% (35.9%), gearing stood at 82.2% (0.2%) and interest-bearing liabilities totaled EUR1.1 million (EUR1.1 million). Earnings per share came to EUR-0.010 (EUR-0.014). Equity per share was EUR0.012 (EUR0.070). Liquid assets totaled EUR0.6 million (EUR1.2 million) at the end of the period. The Group expects that it will show a positive cash flow from business operations over the next twelve months. The company estimates that its liquid assets will suffice during the next 12-month period. Capital Expenditure and R&D The company did not make any major investments or divestments during the report period. Product development costs for the period came to EUR0.1 million, or 1.4% of net sales. Human Resources At the end of the period, the Group had a total staff of 188. Done Logistics had a staff of 69, Providor Logistics 14 and Done Information 105. A year ago, the Groups staff numbered 235. In addition, Ametro Oy, a staffing services provider in which Done Solutions has a 30 % holding, had a staff of 159 at the end of the report period. Share Capital, Shares and Shareholders The AGM of March 26, 2004 decided that the company's registered share capital of EUR7,420,122.60 would be reduced, without consideration, by EUR3,462,723.88, based on the reduction of a shares book counter value, with the result that the new reduced share capital to be registered would total EUR3,957,398.72, consisting of 49,467,484 shares, with each share carrying a book counter value of EUR0.08. The AGM decided that this EUR3,462,723.88, corresponding to the value of reduction, would be immediately used for covering the loss indicated by the adopted balance sheet. As a result of the share capital reduction registered with the Trade Register on March 31, 2004, the company's registered share capital decreased by EUR3,462,723.88, to EUR3,957,398.72. Following the registration on March 31, 2004, the company's and the Group's restricted shareholders equity now totals EUR4,524,836.88, consisting of registered share capital of EUR3,957,398.72, issue premium fund of EUR375,177.66 and other funds of EUR192,260.50. The company's largest shareholders are listed on Dones Web site at http://www.donesolutions.com (Investors>Financial>Information>Largest shareholders). The highest share quotation for the period was EUR0.28 and the lowest EUR0.16. With an average price of EUR0.22, the company's share closed at EUR0.18 on March 31, 2004. The reported share turnover was EUR2.1 million, or 9,592,400 shares, and the company's market capitalization on March 31, 2004 came to EUR8.9 million. The unexercised share-issue authorization given by the Annual General Meeting of March 26, 2004 to the Board of Directors applied to 9,893,496 shares on March 31, 2004. As of the same date, the company held no treasury shares. Major Events Please refer to the "NET SALES AND PROFITABILITY" section for information on major events during the report period. The period was still characterized by difficult market conditions within Done Logistics and Done Informations Software unit. Other units experienced satisfactory demand and profitability levels during the report period. Decisions by the Annual General Meeting Done Solutions Corporations (Done) Annual General Meeting (AGM) on March 26, 2004 made these decisions: (a) Financial statements, Board of Directors and auditors The AGM adopted the financial statements and discharged the Board members and the President and CEO from liability for the fiscal year of January 1 to December 31, 2003. The AGM approved the proposal by the Board of Directors for the allocation of losses of EUR3,773,900.67 for the fiscal year to be entered in retained loss. No dividends shall be distributed. The AGM elected Jaakko Asanti, Jyri Merivirta and Pekka Pystynen to Dones Board of Directors. Following the AGM, the Board of Directors elected at their organizing meeting on March 26, 2003 Pekka Pystynen as Chairman of the Board. Deloitte & Touche Oy, Authorized Public Accountants, was elected as Dones auditor, with Eero Lumme, Authorized Public Accountant, acting as the regular auditor. Jonathan Back, Authorized Public Accountant, was elected as deputy auditor. (b) Reduction of the company's registered share capital The AGM decided the reduction of the company's registered share capital described in section "SHARE CAPITAL, SHARES AND SHAREHOLDERS". (c) Share-issue authorization The AGM authorized the Board of Directors to decide, within one year following the AGM, to issue convertible bonds and/or stock options, and increase share capital through one or more issues in such a way that the votes entitled by shares to be issued correspond to a maximum of one-fifth of the votes of the shares registered with the Trade Register on the date of the AGMs decision on Board authorization and on the date of the Boards decision on the share capital increase, and that the total share capital increase accounts for a maximum of one-fifth of the share capital registered with the Trade Register on the date of the AGMs decision on Board authorization and on the date of the Boards decision on the share capital increase. (d) Change in stock-option scheme The AGM decided to amend the terms of the stock-option scheme, decided by the AGM on April 12, 2002, in such a way that the stock options under the said stock-option scheme will entitle their holders to subscribe for the company's shares, with each share carrying a book counter value of EUR0.08. Major Events After the Period On April 28, 2004, Done sold its Software Solutions unit (a staff of 26) within Done Information to SysOpen Plc for EUR0.8 million. Future Prospects Done Logistics will continue to face difficult market conditions, whereas Done Informations prospects look bright. Prospects for Providor Logistics businesses are expected to continue to develop as planned during the rest of the year. The Board of Directors has taken measures to improve the company's equity ratio. The divestment of Done Informations Software unit will raise the ratio by 5-10 percentage units in the second half. Due to slower-than-expected recovery in investment demand for solutions provided by Done Logistics and the divestment of Done Informations Software unit, consolidated net sales for 2004 will be lower than in the previous year. The Group expects to make an operating loss for 2004 as a whole. Done Solutions Corporation Board of Directors Copies of the financial statements are available free of charge at http://bankrupt.com/misc/DoneSolutions_Q12004.htm CONTACT: DONE SOLUTIONS Kari Akman President and CEO Phone: +358 (0) 205 253427 Mobile: +358 (0) 40 586 5927 E-mail: kari.akman@donesolutions.com Mika Soyring Controller Phone: +358 (0) 205 253425 Mobile: +358 (0) 40 777 0033 E-mail: mika.soyring@donesolutions.com Web site: http://www.donesolutions.com M-REAL CORPORATION: Operating Result Bounces Back to Black ---------------------------------------------------------- In the first quarter M-real Group's operating result rose to EUR0.8 million from a loss of EUR18.4 million in the previous quarter (excluding non-recurring items). The operating result was improved mainly by the seasonal growth in the volume of paperboard and paper deliveries and it was weakened by the lower price of fine paper as well as the divestment of Metsa Tissue at the beginning of January. The depreciation of the U.S. dollar depressed the euro-denominated selling price of both paperboard and paper. Key figures: (a) Operating result: EUR0.8 million (a loss of EUR18.4 million in the previous quarter excluding non-recurring items); (b) Result before extraordinary items: a loss of EUR28.3 million (a loss of EUR47.2 million excluding non-recurring items); (c) Operating result: EUR0.8 million (a loss of EUR37.3 million); (d) Result before extraordinary items: a loss of EUR28.3 million (a loss of EUR105.2 million); (e) Earnings per share: EUR0.17 negative (EUR0.52 negative); (f) Result for the report period: a net profit of EUR142.4 million (a loss of EUR96.0 million); (g) Cash flow from operations: EUR79.5 million (EUR132.6); (h) Return on capital employed: 0.3% (2.4% negative) (i) Turnover: EUR1,381.5 million (EUR1,474.2) (j) Equity ratio at the end of the period: 35.8% (31.9%) (k) Capacity utilization rate at the paperboard mills: 89% (79%); capacity utilization rate at the paper mills: 88% (79%) The profitability of all the businesses improved, except for the Offices business. The improvement in the profitability of the Cartons business was due mainly to a seasonal increase in the delivery volume and to the cost savings that have been realized. The profitability of the Graphics products and Speciality papers business was improved above all by the seasonal increase in the delivery volume of coated fine paper and speciality paper. The profitability of the Offices business was weakened by the fall in the average selling price. In the Map paper merchanting business, earnings were improved by the lower costs resulting from efficiency-boosting. Prices of coated fine paper and coated magazine paper remained on average at the level of the turn of the year. In the last quarter of 2003 as well as in March, M-real announced price increases of 5-7% in coated fine papers in Europe, Middle East and Asia. "The first agreements at the new prices have been made with customers, but it is still too early to say what the final size of the price increases will be. Since delivery volumes are also up, we consider this a sign of a nascent revival," said President and CEO Jouko M. Jaakkola, commenting on the price increases. "Demand for our main products is expected to grow as the European economy rebounds, but second-quarter demand is nevertheless expected to be seasonally slightly lower than it was in the first quarter. No major change is foreseen in the average price of paper and folding boxboard in the second quarter. Second-quarter profit before extraordinary items is estimated to be lower compared to the first quarter. The 200 million euro cost-savings program that was announced at the turn of the year is progressing according to plan," said Mr. Jaakkola, commenting on the near-term outlook. M-REAL CORPORATION Corporate communications CONTACT: M-REAL CORPORATION Jouko M. Jaakkola President and CEO Phone: +358 10 469 4118 Heikki Saarinen Senior Vice President & CFO Phone: +358 10 469 4686 M-REAL CORPORATION: Prolonged Weak Results Earn Negative Outlook ---------------------------------------------------------------- Standard & Poor's Ratings Services revised last week its outlook on Finland-based forest products company M-real Corp. to negative from stable. At the same time Standard & Poor's affirmed its 'BB+' long-term and 'B' short-term credit ratings on M-real and related entity Metsa Group Financial Services Oy. "The outlook revision reflects the possibility of continued depressed fine paper prices, as well as slow progress in M- real's own measures to improve efficiency and profitability," said Standard & Poor's credit analyst Alf Stenqvist. "These factors could delay a recovery in the group's operating cash flows." In addition, despite the sale of its tissue business at the beginning of 2004 (at a debt-free value of about EUR570 million), debt levels remain relatively high compared with cash flows, resulting in weak credit measures for the ratings. At the end of March 2004, M-real had net interest-bearing debt of about EUR2.7 billion. CONTACT: STANDARD AND POORS RATING SERVICES Analyst E-mail Addresses alf_stenqvist@standardandpoors.com andreas_kindahl@standardandpoors.com CorporateFinanceEurope@standardandpoors.com =========== F R A N C E =========== EURO DISNEY: First-half Net Loss Balloons to EUR108.9 Million ------------------------------------------------------------- Euro Disney S.C.A., operator of Disneyland Resort Paris, reported its consolidated results for the six months ended March 31, 2004. The First Half represents the Company's low season. Revenues for the First Half 2004 of EUR473.8 million were higher than the prior year's record revenues, driven by a 6% increase in theme park revenues, partially offset by expected decreases in hotel and Real Estate Segment revenues. Theme park revenue growth reflects the ongoing success of the Company's innovative product and marketing strategies. On an as-reported basis, loss before financial charges for the First Half 2004 totaled EUR56.1 million compared to income before financial charges of EUR16.0 million in the prior year. Net loss for the period totaled EUR108.9 million compared to EUR82.7 million in the prior year, reflecting the adverse effect of accounting changes and increased royalties and management fees, partially offset by improved Resort Segment operating results. First Half 2004 earnings before interest, taxes, depreciation and amortization (EBITDA) declined EUR11.8 million to EUR17.6 million, reflecting the resumption of royalties at full rates and management fees, partially offset by improved operating results. Excluding the impact of royalties and management fees, EBITDA would have grown by 15 % or EUR5.6 million. A copy of these results is available free of charge at http://bankrupt.com/misc/EuroDisney_H12004.htm CONTACT: EURO DISNEY S.C.A. Corporate Communication Investor Relations Philippe Marie Sandra Picard-Rame Phone: +331 64 74 59 50 Phone: +331 64 74 56 28 Fax: +331 64 74 59 69 Fax: +331 64 74 56 36 E-mail: philippe.marie@disney.com or sandra.picard@disney.com FRANCE TELECOM: Consolidated Group Revenue Up 4.8% -------------------------------------------------- France Telecom posted these first-quarter highlights recently: (a) Orange revenues up 12.1% on a comparable basis, reflecting growth in customer base and development of voice and data services (b) Dynamic growth in Internet segment fueled by broadband services (c) Good resistance of fixed-line services with contained decline in revenues from Fixed-Line, Distribution, Networks, Large Customers and Carriers segment Continued TOP Program gains and improvement of operating income margins: (a) Operating income before depreciation and amortization less CAPEX (investments in tangible and intangible assets excluding licenses) increased 10% on a historical basis (14% on a comparable basis) to EUR3.4 billion (b) Improvement in margins: (i) Operating income before depreciation and amortization totaled EUR4.3 billion, i.e. 37.5% of revenues (up 1.3 point) (ii) Operating income totaled EUR2.55 billion, i.e. 22.2% of revenues (up more than 3 points) (iii) 2004 objectives confirmed A copy of France Telecom Consolidated Revenues Q1 2004/2003 is available free of charge at http://bankrupt.com/misc/FranceTelecomRevenues_Q12004.htm Revenue trends for first quarter 2004 (a) France Telecom's consolidated Q1 2004 revenues were EUR1.45 billion, compared to EUR11.4 billion for Q1 2003 on a historical basis (EUR10.9 billion on a comparable basis). This represents a 4.8% increase on a comparable basis (0.6% on a historical basis). Revenue change on a historical basis was affected directly by the negative impact of exchange rates (a negative impact of EUR315 million for Q1 2004) and the changes in the scope of consolidation, notably the sale of CTE Salvador in 2003 (a negative impact of EUR124 million). (b) The increase in revenues on a comparable basis was due to the robust performance of Orange and Wanadoo, which recorded increases of 12.1% and 15.3% respectively, on a comparable basis, and 9.9% and 12.2% on a historical basis. Revenues for the Fixed, Distribution, Networks, Large Customers and Carriers segment experienced a limited decrease of 0.6% on a comparable basis and of 0.7% on a historical basis. This was due in particular to robust growth in revenues from ADSL in the context of accelerated deployment of the Group's broadband strategy, the objective of which is coverage, on a national average, of 95% of the population at the end of 2005. Revenues in France from ADSL were EUR239 million for Q1 2004 (excluding unbundling), compared to EUR157 million for Q1 2003, an increase of more than 50%. (c) Outside France, TP Group revenues increased 2.7% on a comparable basis (down 10% on a historical basis), driven by a 33.7% growth in wireless services (an increase of 17.2% on a historical basis). Equant revenues declined 4.2% on a comparable basis and 17.8% on a historical basis. TOP Program: improved operating performance and margins, coupled with increased investments in growth (a) The TOP indicator Operating income before depreciation and amortization less CAPEX (investments in tangible and intangible assets excluding licenses) increased by 10% on a historical basis and 14% on a comparable basis to EUR3.4 billion. This improvement reflects the ongoing deployment of the TOP program and substantial improvements in the Group's processes. (b) Operating income before depreciation and amortization reached EUR4.3 billion, an increase of 4.3% on a historical basis and of 8.3% on a comparable basis. Operating income increased 16.8% on a comparable basis and 16.3% on a historical basis, totaling EUR2.55 billion for Q1 2004. The operating income before depreciation and amortization margin and operating income margin also improved. The operating income before depreciation and amortization margin increased by more than one point to 37.5%, while the operating income before depreciation and amortization before marketing expenses margin increased by more than 3 points to 49.7%, and the operating margin rose 3 points to 22.2%. The increase in marketing expenses reflected France Telecom's efforts to acquire new customer and investment in growth initiatives. The margins generated by the TOP Program have enabled France Telecom to better meet the challenges of active competition. (a) CAPEX (investments in tangible and intangible assets excluding licenses) for Q1 2004 amounted to EUR882 million a decrease of 13.2% on a historical basis and 9.2% on a comparable basis. This decrease was partly due to negotiations within the framework of the TOP Sourcing initiative, resulting in lower purchase prices. The CAPEX/revenues ratio was 7.7% for the period, compared to 8.9% for Q1 2003. Given seasonal variations in investments, which tend to be concentrated at the end of the year, France Telecom confirms its objective of 10 to 12% for full-year 2004. (b) Deployment of the TOP Sourcing initiative continued. Phase 2 was implemented on schedule during Q1 2004, leading to a reduction of approximately 60% in the supplier base for the products and services concerned. Phase 3 has been launched, covering 15 categories of products and services. (c) Operating expenses before depreciation and amortization (OPEX) increased 2.8% compared to Q1 2003. Excluding marketing expenses, external expenses continued to decline on a comparable basis (-3.7%). Group profile at March 31, 2004 The France Telecom Group had a total of 118.6 million customers worldwide at March 31, 2004, broken down as: Customers (in millions) Countries Wireless Communications 57.4 20 Fixed Line Telephony 49.4 9 Internet Access 10.9 11 (active customers) Cable Networks 0.9 1 Orange's revenues up 12.1% on a comparable basis (a) Growth in new usages adopted by customers in France and the United Kingdom (b) Strong 11.5% increase in customer base, led by international markets A table of Customer Figures is available free of charge at: http://bankrupt.com/misc/FranceTelecom_CustomerFigure.gif (a) Orange's revenues for Q1 2004 totaled EUR4.7 billion, an increase of 12.1% on a comparable basis (9.9% on a historical basis). Orange's customer base continued to grow, rising 11.5%. At March 31, 2004, Orange had over 50 million customers. Network revenues rose 12% on a comparable basis (9.8% on a historical basis). Non-voice services represented 14.7% of Orange network revenues compared to 12.6% for Q1 2003. Orange retained its No. 1 position in its two primary markets, France and the United Kingdom, despite the heightened level of competition. (b) In France and the United Kingdom, favorable ARPU trends were confirmed in Q1 2004. Annual ARPU in France confirmed the positive trend recorded in 2003 with an annual increase of 1.9%. In the United Kingdom ARPU rose 3.8%. The percentage of contract services in the customer mix continued to increase, reaching 58.6% in France, compared to 56.2% for Q1 2003, and 32.6% in the United Kingdom, compared to 32.2% for Q1 2003. (c) Revenues from the Orange Rest of World sub-segment experienced fast-paced growth of 26.3% on a comparable basis (18.5% on a historical basis), due to the 28.4% increase on a comparable basis of the customer base. This high- potential market experienced dynamic growth, notably in Romania (an increase of 51.9%), Egypt (29.3%) and Slovakia (20.5%). (d) Other significant developments in Q1 2004 In Romania, the buyout of one of the minority shareholders in Orange Romania increased Orange's ownership of the company to more than 73%, compared to 67.8% at the end of 2003. In Denmark, Orange enhanced its flexibility by buying out minority shareholders in Orange Denmark and signing an agreement terminating all litigation in progress. Orange now owns 100% of the company, compared to 67,2% at the end of 2003. Wanadoo revenues increased 15.3% on a comparable basis (a) Growth in number of broadband subscribers (b) 416,000 new broadband customers in Europe in three months Internet Access Q1 Q1 Change (in thousands) 2004 2003 (in %) Total customers in France 4,664 4,130 +12.9 including broadband customers 2,123 1,240 +71.1 Total customers 9,348 8,786 + 6.5 including broadband customers 2,868 1,612 +77.9 (c) Wanadoo's revenues for Q1 2004 were EUR636 million, an increase of 15.3% on a comparable basis and 12.2% on a historical basis, reflecting fast-paced growth in the customer base, especially for broadband services in France, the United Kingdom, Spain and The Netherlands. (d) Wanadoo's Internet Access, Portals and e-Merchant sub- segment registered a 16.9% growth in revenue on a comparable basis (15.7% on a historical basis). This growth came primarily from Internet access services, which grew 15%. Revenues from the Portals business increased 42% and revenues from e-Merchant were up 23%, with Alapage orders rising 31%. (e) Wanadoo had 9.3 million customers in Europe at March 31, 2004, including 2.9 million broadband customers. The share of broadband customers continued to increase, reaching 30.7% of the customer base at March 31, 2004, compared to 18.4% at March 31, 2003 and 26.8% at December 31, 2003. Wanadoo added 416,000 new broadband customers during Q1 2004, compared with 382,000 during Q4 2003. In France, Wanadoo nearly doubled the number of broadband customers in one year, passing the 2 million broadband customer threshold at end March 2004. (f) Revenues from Directories increased 11.9% on a comparable basis and 4.9% on a historical basis. Using a comparable publishing schedule, the growth was 8%, thanks to growth in online directories in France and international markets (24% on both historical and comparable bases). Online directories represent 35% of revenues in the Directories segment and continue to drive its growth. Revenues from pagesjaunes.fr increased 56% compared to Q1 2003. The continued increase in the number of visitors to Pagesjaunes.fr strengthens its position among the top 10 most visited Web sites in France (source: Nielsen Home&Work, February 2004). The total Directory segment in France registered a 7% increase in the first quarter 2004, and in Spain, QDQ Media recorded double-digit growth (18%). Fixed line, Distribution, Networks, Large Customers and Carriers: decline in revenues limited to 0.6% on a comparable basis (a) 4.1 million ADSL accesses at March 31, 2004 (b) 12.4% increase in revenues from Networks and Carriers on a comparable basis Q1 Q1 % 2004 2003 Change ADSL installed base ADSL accesses (in thousands) 4,116 1,854 + 122.0 Of which Wanadoo accesses 2,042 1,174 + 73.9 Of which third-party ISP accesses 1,618 663 + 144.1 Of which unbundled telephone lines 456 17 n.s. Consumer services Consumer "voice" traffic (in billions of minutes) 14.7 15.9 - 7.3 Subscriptions to inclusive call time contracts (in millions) 9.3 7.3 + 27.3 in % of total customers 37.0% 28.8% Business services Business service "voice" traffic (in billion of minutes) 5.4 5.7 - 6.7 Number of business service data network accesses (in thousands) 229.6 211.4 + 8.6 Networks & Carriers Domestic interconnection " voice" traffic (in billions of minutes) 12.3 10.9 + 13.4 (c) Revenues from Fixed line, Distribution, Networks, Large Customers and Carriers recorded a slight decline of 0.6% on a comparable basis (a decrease of 0.7% on a historical basis) for Q1 2004 compared to Q1 2003. Full-year 2003 revenues from this segment decreased 2.4% on a comparable basis and 5.6% on a historical basis. The improvement in this trend was due primarily to the fast-paced development of ADSL in France. At March 31, 2004, there were a total of 4.1 million ADSL accesses, including unbundled lines and sales to Wanadoo, up from 3.3 million at December 31, 2003. This represents nearly 770,000 additional ADSL accesses activated during first quarter 2004. In one year, the number of ADSL accesses activated more than doubled, representing 2.25 million additional accesses and 121% growth in the installed base. (d) Revenues from Consumer Services recorded a decline of 3.1% on a comparable basis (a decrease of 3.2% on a historical basis). The impact of lower prices (calls from fixed to mobile phones; unlisted number service free of charge since August 6, 2003) and the continued decline in market share are partly compensated by fast-paced growth in ADSL service in France (sales to Wanadoo France). At March 31, 2004, 9.3 million consumers had chosen France Telecom packages, representing 37% of the customer base. (a) Business Services recorded a 4.3% decline in revenues on a historical basis (a decline of 4% on a comparable basis) due to a decrease in revenues from voice calls, reflecting increased competition, particularly the development of alternative local loops in dense areas. Meanwhile, the growth in volume of business networks has continued, accompanied by fast migrations to new technology: the number of IP VPN accesses has more than doubled in one year, and represented 28% of Business Internet accesses at March 31, 2004, compared to 16% one year earlier. (b) Revenues from Networks and Carrier Services increased sharply compared to Q1 2003, rising 12.4% on a comparable basis and 12.3% on a historical basis, compared to an annual decline of 0.3% in 2003. This significant improvement was due mainly to strong growth in the installed ADSL base in France (wholesale services for third-party ISPs and operators), as well as to the unbundling of telephone lines. Equant revenues decreased 4.2% on a comparable basis (a) Equant's revenues declined 4.2% on a comparable basis (a decline of 17.8% on a historical basis due to the very substantial variation in the euro/dollar exchange rate over the period). (b) Based on figures published by Equant, revenues totaled 704 million dollars. Sales of network services declined 4.7%, including a decline of 0.6% for direct sales (including sales via Transpac in France) and a 23.8% decrease in revenues from indirect sales. This decline, combined with the decrease in revenues from SITA (a decrease of 18.7%), partially offset by the increase in integration services (5.9%, due in particular to a strong rise in value-added services such as hosting, security and messaging (an increase of 24.7%). TP Group revenues increase 2.7% on a comparable basis Q1 Q1 Change 004 2003 (in%) Total fixed line customers (in thousands) 11,278 10,879 +3.7 Total wireless customers (in thousands) 6,011 4,739 +26.8 of which contract (in %) 45.9% 40.0% TP Group share of wireless market 32.5% 32.0% (PTK Centertel) (a) TP Group revenues amounted to 963 million euros for Q1 2004, an increase of 2.7% on a comparable basis, and a decrease of 10% on a historical basis due to changes in the zloty/euro exchange rate. (b) Wireless services of the subsidiary PTK Centertel continued to experience sustained growth in Q1 2004 as revenues increased 33.7% on a comparable basis and 17.2% on a historical basis. The percentage of wireless customers under contract, who generate more than three times the ARPU of prepay clients, also grew steadily. At March 31, 2004, contract customers represented 45.9% of the total customer base, up from 40% a year earlier. PTK Centertel's market share at end March 2004 was estimated at 32.5%. (c) Fixed line services, which represent 75% of TP Group's total revenues, declined 5% during first quarter 2004 on a comparable basis due to the impact of lower prices. The number of fixed line customers continued to show steady growth, reaching 11.3 million active customers at March 31, 2004, a one-year increase of 3.7%. Other International segment Revenues from the Other International increased 7% on a comparable basis to EUR327 million (dropping by 24.8% on a historical basis due to significant exchange rate differences and changes in the scope of consolidation, in particular the sale of CTE Salvador). Growth came primarily from activities in Senegal and Mali, which posted an overall revenue increase of 25.7%. CONTACT: FRANCE TELECOM Press Nilou du Castel Phone: +33 1 44 44 93 93 E-mail: nilou.ducastel@francetelecom.com Caroline Chaize E-mail: caroline.chaize@francetelecom.com ============= G E R M A N Y ============= INFINEON TECHNOLOGIES: Finisar Acquires Fiber Optics Business ------------------------------------------------------------- Finisar Corporation (NASDAQ: FNSR) and Infineon Technologies AG (FSE/NYSE: IFX) entered into a definitive agreement in which Finisar has agreed to acquire Infineon's Fiber Optics Business Unit based in Munich, Germany, for 135 million shares of Finisar common stock. The acquisition transaction implies a valuation of US$263 million based on the closing share price as of April 28, 2004. Following the transaction, Infineon will hold a 38% equity interest in Finisar. The transaction is subject to approval by Finisar's shareholders, applicable regulatory approvals and other customary closing conditions. Jerry Rawls, President and CEO of Finisar as well as Frank Levinson, Chairman and Chief Technology Officer of Finisar, who own 15 percent of the shares entered into a voting right agreement with Infineon that they will vote their shares in favor of the transaction. The acquisition involves the transfer of Infineon's fiber optic development, manufacturing, and certain marketing activities and approximately 1,200 employees. The Infineon Fiber Optics Business Unit develops, manufactures and markets a broad range of fiber optic datacom and telecom modules supporting the common MSA standards, BIDI components that allow bi-directional transmission on a single fiber for fiber-to-the-home applications (FTTH) and Plastic Optical Fiber (POF) components that are used in automotive applications, specifically, for media and safety systems. Finisar expects to realize significant synergies within the first year following closing of the transaction. These synergies will result mainly from complementary technology and customer base. In the second quarter ended March 31, 2004, Infineon's Fiber Optics Business Unit posted revenues of approximately US$32 million. Combined with Finisar's revenue guidance of US$55 million to US$ 60 million in its fourth quarter ending April 30, 2004, the combination would create the largest pure-play optical components company in the world. "Leveraging the unique optical capabilities of both companies, this combination will be an important step in the ongoing consolidation of the fiber optic market," said Thomas Seifert, CEO of Infineon's Wireline Communications Business Group. "In Finisar, we have found an excellent strategic partner with a mutual interest in securing the future of the Fiber Optics Business unit. As one of the largest pure-play optical components companies, the combined forces will be able to provide more flexibility, broader product portfolio and cost efficiency to meet our customer requirements." "This acquisition will add important new product and technology platforms which should strengthen our position in our core markets as well as help us to diversify our revenue base in terms of end markets, customers and distribution channels," said Jerry Rawls, Finisar's President and CEO. "About 40 percent of Infineon's business is in markets where we currently don't compete including the automotive industry and emerging fiber-to- the-home opportunity. The combined product offerings of both companies will be unsurpassed in terms of product breadth and technology for datacom applications while providing important new tools for leveraging our penetration of WDM and telecom applications. Furthermore, we have identified significant synergies that should help make this a successful and a profitable combination." Pending customary regulatory approvals and the approval of Finisar's shareholders, the transaction is expected to close in the third calendar quarter of this year. Assets to be transferred in the transaction include Infineon Fiber Optics GmbH with its locations in Berlin (development, manufacturing and marketing), Munich (development and manufacturing) and Regensburg (development and marketing). In addition the manufacturing facilities in Trutnov (Czech Republic), development and marketing activities in Longmont and San Jose (USA) and Infineon's stake in the ParoLink joint venture with UEC in Taiwan will be transferred. In addition, Finisar will acquire a considerable portfolio of know-how and intellectual property consisting of approximately 450 patents and patent applications. At closing, Thomas Seifert, CEO of Infineon's Wireline Communications Business Group, is expected to join the Finisar Board of Directors. Infineon is expected to continue to be a strategic supplier of IC chips to the combined entity. Deutsche Bank Securities acted as financial advisor to Finisar. About Finisar Finisar Corporation (NASDAQ: FNSR) is a technology leader for fiber optic subsystems and network performance test systems. These products enable high-speed data communications for networking and storage applications over Gigabit Ethernet Local Area Networks (LANs), Fibre Channel Storage Area Networks (SANs), and Metropolitan Area Networks (MANs) using IP and SONET/SDH-based protocols. The Company's headquarters is in Sunnyvale, California, USA. For more information, visit http://www.finisar.com About Infineon Infineon Technologies AG, Munich, Germany, offers semiconductor and system solutions for the automotive and industrial sectors, for applications in the wired communications markets, secure mobile solutions as well as memory products. With a global presence, Infineon operates in the US from San Jose, CA, in the Asia-Pacific region from Singapore and in Japan from Tokyo. In fiscal year 2003 (ending September), the company achieved sales of EUR6.15 billion with about 32,300 employees worldwide. Infineon is listed on the DAX index of the Frankfurt Stock Exchange and on the New York Stock Exchange (ticker symbol: IFX). For more information, visit http://www.infineon.com CONTACT: FINISAR CORPORATION Steve Workman Senior VP Finance, CFO Phone: +1-408-542-4102 E-mail: steve.workman@finisar.com Investor Relations Shelby Palmer Phone: +1-408-542-5050 E-mail: investor.relations@finisar.com INFINEON TECHNOLOGIES AG P.O. Box 80 09 49 D-81609 Muenchen Germany Phone: +49-89-234-22404 Fax: +49-89-234-28482 Media Relations Ralph Heinrich E-mail: ralph.heinrich@infineon.com U.S.A. Christoph Liedtke Phone: +1-408 501-6790 Fax: +1-408 501-2424 E-mail: christoph.liedtke@infineon.com Asia Kaye Lim Phone: +65-6840-0689 Fax: +65-6840-0073 E-mail: kaye.lim@infineon.com Japan Hirotaka Shiroguchi Phone: +81-3-5449-6795 Fax: +81-3-5449-6401 E-mail: hirotaka.shiroguchi@infineon.com Investors and Analysts based in Europe please contact: Phone: +49-89-234 26655 E-mail: investor.relations@infineon.com Investors and Analysts based in North America please contact: Phone: +-1-408 501 6800 E-mail: investor.relations@infineon.com READYMIX AG: Expect More Organizational Changes, Says CEO --------------------------------------------------------- Speaking at the Annual General Meeting of RMC Group plc, Sir John Parker, Chairman said: "With regard to the outlook for the year, and with nearly four months gone, nothing has caused us to change our view that, with the exception of Germany and the U.S.A, trading conditions will be similar to last year. Overall, the Group is well on track to deliver the earnings recovery reflected in market expectations for the full year. "In the U.K., we still remain cautious with regard to how market conditions will develop. We are implementing a challenging reorganization of the U.K. businesses and removing significant costs this year and in 2005. At the Rugby cement plant, we have recently experienced some additional production downtime following the annual maintenance shut down in February and this will have an effect on the U.K.'s performance in the first half. "In Germany, the restructuring of the business [Readymix AG] is well underway and we expect to see a significant improvement in financial performance as industry capacity and our costs are reduced and prices progressively recover through the year -- although the characteristics of the price recovery are inevitably difficult to predict. In the U.S.A, we are benefiting from the improving market conditions we identified in the autumn last year, and we have seen a strong start to trading in the first quarter of 2004." Group Chief Executive David Munro said: "Our immediate priority must be to remain focused on our cost reduction program and on the German restructuring plans. The next challenge is to determine how the Group will create further value into the future. We need to establish a clear picture of RMC's direction and understand how our international network of people and operations can produce more value than the sum of its parts. "The management team is already engaged in evaluating the prospects and growth opportunities for each of the businesses and, where appropriate, and in some limited areas, their carrying values. We will provide an update on our progress at the Interim results in September with more details to be provided at the Preliminary results early next year. "More immediately, as part of this review, we are planning to make some further organizational changes and adjustments to the way we run the company. We plan to make an announcement regarding these changes before the end of June." CONTACT: RMC GROUP Investor Relations Gary Rawlinson Phone: 01932 583219 Media Relations Tim Stokes Phone: 01932 583219 ============= H U N G A R Y ============= BORSODCHEM RT: Posts Resolutions Approved at AGM ------------------------------------------------ The Annual General Meeting of BorsodChem Rt. (long-term corporate credit rated 'BB' by Standard & Poor's), held on April 27, 2004, has approved these resolutions: Resolution of the Annual General Meeting no. 01/2004 The Annual General Meeting elected Dr. Andras Posztl for conforming the minutes of the meeting, who represents CE Oil & Gas Beteiligung und Verwaltung. The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 02/2004 The Annual General Meeting elected Laszlo Hazafi for conforming the minutes of the meeting, who represents The Bank of New York. The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 03/2004 The General Meeting elected Tamasne Erzsebet Lorincz and Peter Lengyel as poll clerks. The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 04/2004 On the basis of the report of the Board of Directors, the Supervisory Board and the Auditor, the General Meeting approved the audited annual reports of the Company with these main figures: (a) Annual report for year 2003 consolidated in accordance with the international accounting rules with HUF178,637 million balance sheet total and HUF6,361 million net profit. (b) Annual report for year 2003 in accordance with the Hungarian accounting rules with HUF155,875 million balance sheet total and HUF6,600 million after tax profits. (c) Annual report for year 2003 consolidated in accordance with the Hungarian accounting rules with HUF178,820 million \ balance-sheet total and HUF7,470 million after tax profits. The General Meeting hereby resolves that a dividend of HUF260 per share shall be payable for the year 2003. The date of dividend payment: June 16, 2004. The General Meeting authorizes the Board of Directors to organize the payment of dividends. Taking into account the approved dividend the Company hereby resolves that: (a) the net profit indicated in the annual report for year 2003 consolidated in accordance with the international accounting rules is HUF6,361 million, (b) the profit for the year indicated in the annual report for year 2003 prepared in accordance with the Hungarian accounting rules is HUF3,430 million, (c) the profit for the year indicated in the annual report for year 2003 consolidated in accordance with the Hungarian accounting rules is HUF4,300 million. The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 05/2004 The General Meeting hereby determines the par value of each and every ordinary share issued by the Company to be HUF202 and orders the replacement of each single currently outstanding share having a HUF1,010 par value with five new shares having a HUF202 par value each. As a result of the replacement of the shares previously issued by the Company with the new shares on the decrease of par value, the registered capital of the Company will consist of 76,179,800 dematerialized ordinary shares with HUF202 par value each as opposed to the current 15,235,960 dematerialized ordinary shares with HUF1,010 par value each. The General Meeting hereby authorizes the Board to determine the details and conditions of the share exchange in a resolution and to inform the shareholders thereof by a public notice not later than within five days of the registration by the Court of Registration of the amendment of the Company's Articles of Association related to the decrease of par value. The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 06/2004 The General Meeting amends and restates 1.(S) 3) of the Articles of Association as: "The establishments (fioktelep) of the Company are as: H-1055 Budapest, Vaci u. 55. H-4200 Hajduszoboszlo, Wesselenyi ut 36. H-3519 Miskolc-Tapolca, Varadi ut 5. H-3754 Rakaca-to, Gyongyvirag ut 1. Berente, kulterulet, hrsz. 4050. Mucsony, kulterulet, hrsz. 095/2 123242 Moscow, Krasznaja Presznya street 7, Russian Confederation" The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 07/2004 The General Meeting amends 2.(S) 1. of the Articles of Association describing the scope of the Company's activity by adding the following activities (identified in accordance with the TEAOR '03 classification) thereto: "51.12 Agents involved in the sale of fuels, ores, metals and industrial chemicals 60.23 Other land passenger transport 70.32 Management of real estate" The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 08/2004 The General Meeting amends and restates 4.(S) 1) of the Articles of Association as follows: "(a) The registered capital of the Company is HUF15,388,319,600, consisting of 76,179,800 dematerialized ordinary shares with HUF202 (two hundred and two Hungarian forints) par value each." Amendment of Articles of Association stipulated by the present resolution takes effect on the day of replacing shares issued by the Company, i.e. when KELER calls into being shares with a par value of HUF202, to be executed by Kozponti Elszamolohaz es Ertektar (Budapest) Rt. The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 09/2004 The General Meeting amends and restates 8.(S) 2) of the Articles of Association as: "(b) Unless the Articles of Association otherwise provide, each ordinary share issued by the Company having a par value of HUF202 provides for one vote." Amendment of Articles of Association stipulated by the present resolution takes effect on the day of replacing shares issued by the Company, i.e. when KELER calls into being shares with a par value of HUF202, to be executed by Kozponti Elszamolohaz es Ertektar (Budapest) Rt. The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 10/2004 The General Meeting amends and restates 12.(S) 5) and 6) of the Articles of Association as follows: "(c) If the registered capital is increased in return for consideration in cash, the shareholders of the Company- with the shareholders belonging to the same series of shares as the shares to be issued in priority of other shareholders- , the holders of convertible bonds and the holders of bonds with subscription rights shall, in this order, be granted with priority subscription rights in respect of the shares to be issued relating to the increased part of the registered capital in accordance with the terms and conditions set forth in the Articles of Association. In the case of a capital increase by way of a private issue of new shares, the above priority subscription rights shall mean rights for prior taking over. The pre-subscription right (right to prior taking over) shall be granted to those shareholders who are validly registered in the Company's share register on the date of the approval of the relevant resolution on the capital increase. "(d) The Board of Directors shall publish in the 'Cegkozlony' (Company Bulletin) the announcement of the decision on the Company's capital increase in return for consideration in cash within 2 (two) business days after such decision has been passed. The purpose of the above publication is to inform the shareholders of the possibility of exercising their rights for priority subscription, the nominal value and the subscription price of the shares and the term - being a minimum of 15 days - of (including the commencement and closing dates for) exercising the above rights. The commencement date cannot be earlier than the day following the date of publication of the announcement in Cegkozlony. If a shareholder so requests via e-mail, the Company shall give the shareholder the above information by e-mail. If the shareholders would like to exercise their priority subscription rights in respect of more shares than are to be issued by the Company, the shareholders shall be entitled to subscribe for new shares in proportion to the nominal value of their shares. In case of fraction, the number of shares, in respect of which the rights for subscription can be exercised, shall be rounded down, regardless of the value of the fraction." The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 11/2004 As of 28th April 2004, the General Meeting re-elects Dr. Ivan Nyiri (mother's name: Maria Krauspe, address: 4-6 Lenkey Janos utca, Eger 3300) as Member of the Board of the Company until 20th April 2007, but not later than the day of Annual General Meeting of 2006. The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 12/2004 The AGM determines the remuneration of the Members of the Board of Directors for 2004 as: (a) Monthly remuneration of the Chairman of the Board of Directors as from 1 May 2004 will be HUF300,000, (b) Monthly remuneration of the external Members of the Board of Directors as from 01 May 2004 will be HUF250,000, (c) Monthly remuneration of the executive Members of the Board of Directors as from 01 May 2004 will be HUF300,000, The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 13/2004 The AGM determines the remuneration of the Members of the Supervisory Board for 2004 as: (a) Monthly remuneration of the Chairman of the Supervisory Board as from 01 May 2004 will be HUF250,000, i.e. (b) Monthly remuneration of the external members of the Supervisory Board as from 01 May 2004 will be HUF200,000, i.e. (c) The monthly remuneration of the members of the Supervisory Board elected as the representatives of employees as from 1 May 2004 will be HUF 215,000, i.e. The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Extraordinary General Meeting no. 14/2004 For the period of 1 January 2004 and 31 December 2004, i.e. for the financial year of 2004, the General Meeting commissions Gabriella Viragh (mn: Erzsebet Kiss, 1132 Budapest, Kiscelli ut 74.) as auditor, appointed by Ernst & Young Kft. Auditing company (1132 Budapest, Vaci ut 20.) to audit the annual report of BorsodChem Rt. prepared in accordance with Hungarian Accounting Rules, as well as the consolidated annual report, and to prepare and audit the annual report prepared in accordance with IAS. The AGM authorize the Board of Directors to sign the contract with the Auditor regarding this. The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Extraordinary General Meeting no. 15/2004 The General Meeting determines the remuneration of the auditor, Gabriella Viragh (mn: Erzsebet Kiss, 1132 Budapest, Kiscelli ut 74.) appointed by Ernst & Young Kft. (1132 Budapest, Vaci ut 20.) for the financial year of 2004: HUF23,000,000, i.e. The Annual General Meeting approved this resolution with 14,004,078 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. The above resolutions are available in full length on the homepage of the Budapest Stock Exchange (http://www.bet.hu)and the homepage of the Company (http://www.borsodchem.hu). Kazincbarcika, April 27, 2004 ============= I R E L A N D ============= ELAN CORPORATION: First-quarter Results Out May 13 -------------------------------------------------- Elan Corporation, plc will report its first quarter 2004 financial results on May 13, 2004, before U.S. and European financial markets open. The results announcement will be followed by a conference call at 8:00 a.m. Eastern Time, 1:00 p.m. British Summer Time, with the investment community to discuss its first quarter 2004 results. This event will be Web cast live and can be accessed by going to the Investor Relations section on Elan's Web site at http://www.elan.com.Following the live Web cast, an archived version of the call will be available for replay for 24 hours. The replay number is 800 633 8284 or +1 402 977 9140, and the reservation number is 21194057. Elan will hold its Annual General Meeting at 10:30 a.m. British Summer Time on June 17, 2004 at the Shelbourne Hotel, St Stephens Green, Dublin 2, Ireland. Elan has filed with the Securities and Exchange Commission its Annual Report on Form 20-F for the fiscal year ended December 31, 2003. The 2003 Annual Report on Form 20-F is available on the Investor Relations section of Elan's Web site at http://www.elan.com. Elan previously announced its unaudited U.S. GAAP financial information for the year ended December 31, 2003 on February 18, 2004. Elan has conducted a standard post balance sheet review and updated its original estimates based on more recent information received. The impact is to reduce shareholders' equity at December 31, 2003 by $6.1 million and increase Elan's diluted loss per share for the year ended December 31, 2003 by $0.01. About Elan Elan Corporation, plc is a neuroscience-based biotechnology company that is focused on discovering, developing, manufacturing and marketing advanced therapies in neurology, autoimmune diseases, and severe pain. Elan (NYSE: ELN) shares trade on the New York, London and Dublin Stock Exchanges. CONTACT: ELAN CORPORATION PLC Investors: Emer Reynolds Phone: 353-1-709-4000 / 800-252-3526 Media: Anita Kawatra Phone: 212-407-5755 / 800-252-3526 ===================== N E T H E R L A N D S ===================== BUHRMANN N.V.: S.W. Barnes New Member of Supervisory Board ---------------------------------------------------------- The Annual General Meeting of Shareholders of Buhrmann N.V. adopted the company's financial statements for 2003 and voted in favor of the proposals on the agenda. Apart from the customary issues, Buhrmann shareholders deliberated on various subjects related to the company's reservation and dividend policy, which was adopted exactly as was proposed, as well as the implementation of measures in the area of corporate governance. Shareholders voted in favor of the proposed changes to the articles of association to bring them in line with the corporate governance structure. Furthermore, the system of binding nomination for appointing members of the Executive Board and Supervisory Board were abolished. Other resolutions in the area of corporate governance concerned the adoption of a remuneration policy for the Executive Board and the approval of a share option plan. In addition, Mr. S.W. Barnes has been appointed as a member of the Supervisory Board. He succeeds Mr. R.C. Gay, who has indicated the wish to resign for personal reasons. Messrs. P.C. van den Hoek and A.G. Jacobs have been re-appointed for a term of four years. BUHRMANN N.V.: First-quarter Figures Best Results in Years ---------------------------------------------------------- On the occasion of the Annual General Meeting of Shareholders, Buhrmann issued preliminary figures for the first quarter of 2004. Net profit on ordinary operations before amortization of goodwill and exceptional items was EUR25.7 million compared to EUR5.1 million in the first quarter of 2003, equating to EUR0.13 per ordinary share versus EUR0.02 in the first quarter of 2003. The increase in the Group's profitability reflected a combination of organic sales growth, margin management, and efficiency gains. Net sales for the first quarter totaled EUR1,348 million compared to EUR2,154 million in 2003. The difference is largely attributable to the sale of the Paper Merchanting Division (excluding Paper Merchanting first quarter sales in 2003 were EUR1,443 million) and a significant translation effect, mainly caused by the fall in the average exchange rate of the U.S. dollar to the euro. The Office Products North America Division reported 2% higher first quarter organic sales. The successful reduction of the Division's cost base, good margin management and substantial productivity improvements gave rise to a 15% increase in operating income in U.S. dollar terms, fully in line with our expectations. In euro terms first quarter EBITA amounted to EUR43 million. Sales at ASAP Software increased strongly while office supplies sales decreased by 2% organically, primarily due to an accelerated shift to private label products and softness in the furniture business. Developments within Corporate Express Europe were encouraging. The success of the U.K. reorganization was confirmed by the positive sales trend on a sequential basis. Lower employment rates in Benelux and weak market conditions in Germany affected sales performance. Overall, the combined Office Products Europe and Australia Divisions reported 2% lower organic sales. A notable impact of management action taken to address tough market conditions contributed to an increase in first quarter operating result to EUR14.6 million. First quarter sales of the Graphic Systems Division increased by 27% on a comparable basis (i.e. organically and adjusted for the change in accounting guidelines with regard to the sales recognition) versus a very weak first quarter in 2003. Operating income improved from a loss of EUR8.9 million last year, to a loss of EUR0.6 million for the first quarter of 2004, although conditions in the professional graphic equipment market remain challenging. Financial statements for the first quarter and a detailed analysis of financial and operational developments will be published on Thursday, May 6, 2004. Organic growth rates exclude all factors that disturb a like- for-like comparison, such as: currency exchange rate movements, acquisitions, divestments, variations in the number of working days, the change-over to a commission-based model at our ASAP Software subsidiary, and the change in the sales recognition of the Graphic Systems Division. IFCO SYSTEMS: Reports US$10.8 Million Net Profit ------------------------------------------------ Results Highlight: (US $ in thousands) 2002 2003 Change --------- --------- -------- Revenues 378,010 417,430 10.4% EBITDA 46,718 56,417 20.8% EBITDA margin 12.4% 13.5% EBIT 16,356 25,506 55.9% EBIT margin 4.3% 6.1% Net (loss) income (35,575) 10,821 Operating cash flows 14,574 36,745 152.1% Capital expenditures 22,234 33,085 48.8% Headcount as of December 31 3,190 3,113 (2.4%) Revenues grew by 10.4% to US$417.4 million from gains in both RPC and Pallet-Management-Services businesses, while EBITDA increased by 20.8% to US$56.4 million, principally from strong profit gains in our RPC businesses. The strong Euro development relative to the U.S. Dollar had a positive impact on our reported results. Eliminating this currency effect, revenue grew by 3.0% while EBITDA increased by 9.2%. IFCO Systems reports a net profit of US$10.8 million, resulting into earnings per ordinary share of US$0.25. Operating cash flows grew by US$22.2 million over 2002 to US$36.7 million in 2003. In October 2003 IFCO Systems placed EUR 110.0 million Senior Secured Notes. The funds were used to retire amounts owed under the senior credit facility and to provide IFCO Systems with additional liquidity. CONTACT: IFCO SYSTEMS Investor Relations Phone: +49 89 74491 223 Mobile: +49 172 8502560 Fax: +49 89 744767223 PETROPLUS INTERNATIONAL: Outlook Changed to Negative ---------------------------------------------------- Moody's Investors Service changed the outlook on the ratings of Petroplus International N.V. and its wholly owned financing vehicle, Petroplus Funding B.V., from stable to negative. The ratings affected are: (a) B1 senior implied rating of Petroplus International N.V.; and (b) B3 rating on the Senior Unsecured Notes of Petroplus Funding B.V. The rating agency said the rating actions reflect "ongoing poor results and uncertainty about Petroplus' liquidity in view of the pending Syndicated Facility re-financing exercise." Petroplus' US$525 million Syndicated Loan Facility is due to expire July 2004. Moody's fears Petroplus may face a refinancing risk on its Syndicated Working Capital Facility. The concern relates mostly on the expiry of the Facility and the potential willingness of the consortium of banks to support the company. The banks recently waived the covenant under the Syndicated Working Capital Facility. ROYAL SHELL: First-quarter Performance Satisfactory --------------------------------------------------- The Royal Dutch/Shell Group of Companies reported first quarter results for 2004 with reported net income of US$4.4 billion. Reported net income in the same period a year ago included a special credit for the sale of the shareholding in Ruhrgas and a credit for asset retirement obligations of some $1.3 billion in total, and as a result year on year reported net income declines by 16%. Excluding these items in 2003, earnings in 2004 improved 9% year on year. Mr. Jeroen van der Veer, Chairman of The Committee of Managing Directors of the Royal Dutch/Shell Group of Companies, commented on the results: "It is good to see that we have continued to deliver satisfactory results and cash generation despite all the issues relating to reserves. We have increased our upstream capital investment program because of higher cost in some of our major projects. We have also switched investment into short-term payback projects in higher margin areas and increased our exploration program for this year. At the same time, current strong oil and gas prices enable us to restart the share buy back program." Highlights from the first three months of 2004 include: Earnings First quarter results for 2004 reported net income of $4.4 billion and returns ROACE over 12 months was 14.3%. Strong Cash flow from operations of over $7.8 billion, helped by a decrease cash in working capital, and income from divestments of $1.7 billion generation funded the investment program of $3.0 billion and resulted in a reported gearing of 17.8%. Share buy Royal Dutch and Shell Transport have decided to implement a share back buy back program in 2004 with immediate effect. The program is anticipated to be around $2 billion for the year 2004. This amount includes the purchase of shares for hedging of employee share options. Capital The capital investment budget for the full year is increased investment predominantly in Exploration and Production. This reflects increases due to upward cost pressure in Sakhalin and Bonga, an increase in exploration expenditure and some short- term pay back opportunities in high margin areas. In Sakhalin these cost pressures are significant in dollar terms; the extent of the necessary budget increase for Sakhalin is being reviewed as well as potential mitigating measures. The Bonga project is in the early stages of hook up offshore Nigeria and start-up is expected to be delayed well into 2005. The full-year capital investment is expected to be some $14.5 billion to $15.0 billion excluding the minority share of Sakhalin. Portfolio During the quarter the Group announced a number of completed actions divestments including the sale of upstream assets in Thailand and the U.K., midstream gas assets in Germany and onshore crude pipelines in the U.S.A and the placement of our holding in Sinopec shares in China. Sinopec remains a valued partner of Shell in various projects under development. Concluding, Mr. van der Veer commented: "Despite the extraordinary challenges of this quarter our staff have concentrated on running the business, working hard to deliver operational results and developing the portfolio of assets and opportunities." The full quarter 1 2004 results announcement is available on http://www.shell.com/investor CONTACT: ROYAL SHELL Investor Relations: U.K. Gerard Paulides Phone: +44 20 7934 6287 Europe: Bart van der Steenstraten Phone: +31 70 377 3996 U.S.A. Harold Hatchett Phone: +1 212 218 3112 Media Relations U.K. Andy Corrigan Phone: +44 20 7934 5963 U.K. Simon Buerk Phone: +44 20 7934 3453 Europe: Herman Kievits Phone: +31 70 377 8750 ROYAL SHELL: S&P Keeps Ratings on CreditWatch Negative ------------------------------------------------------ Standard & Poor's Ratings Services said that following the release of the Royal Dutch/Shell Group of Companies' first- quarter 2004 results, the company remains on CreditWatch with negative implications, where it was placed on January 9, 2004. "On April 29, Shell announced certain positive and negative developments that occurred during the quarter," said Standard & Poor's credit analyst Emmanuel Dubois-Pelerin. "Among the positive ones were a sharp (approximately 35%) reduction in financial net debt -- to $11.7 billion from $18.2 billion -- and moderation in share repurchases, announced at $2 billion for 2004, including expected option-program hedging." "On the negative side, however, is a $14.5-$15 billion capital-expenditure program for 2004 and 2005," added Mr. Dubois-Pelerin. "Also, not unlike some of the other major oil companies, Shell's hydrocarbon production eroded further, by 1% compared with first-quarter 2003." Standard & Poor's will resolve the CreditWatch placement only when definitive results from Shell's review of its proven reserves and full accounts for 2003 are obtained. CONTACT: STANDARD AND POORS RATING SERVICES Analysts' E-mail Addresses: Emmanuel_Dubois-Pelerin@standardandpoors.com Eric_Tanguy@standardandpoors.com Olivier_Beroud@standardandpoors.com CorporateFinanceEurope@standardandpoors.com TRENCH ELECTRIC: Placed on CreditWatch Positive ----------------------------------------------- Standard & Poor's Ratings Services placed its 'B' long-term corporate credit and 'CCC+' subordinated debt ratings on high voltage component manufacturer, Trench Electric B.V., on CreditWatch with positive implications after it announced that Germany-based Siemens AG (AA-/Stable/A-1+) plans to acquire the company. "CVC Capital Partners, the company's majority shareholder and a leading European private equity firm, plans to sell 100% of the share capital in the parent, Trench Electric Holdings B.V. to Siemens for a total consideration of US$340 million," said Standard & Poor's credit analyst Michelle Aubin. The transaction is expected to be completed in the second half of 2004, subject to regulatory approval. On completion, Trench's US$151 million senior subordinated notes outstanding will be redeemed in full. The ratings on Trench will be withdrawn on closure of this transaction. =========== R U S S I A =========== BEREZNIKI MINERAL: Court Set August 18 Hearing ---------------------------------------------- The Arbitration Court of Perm region commenced bankruptcy supervision procedure on LLC Berezniki Mineral-Trading. The case is docketed as A50-4151/2004-B. Mr. N. Ibragimov has been appointed temporary insolvency manager. Creditors have until May 22, 2004 to submit their proofs of claim to the temporary insolvency manager at: 618540, Russia, Perm region, Solikamsk, Roza Lyuksemburg str.19. A hearing will take place on August 18, 2004 at the Arbitration Court of Perm region. CONTACT: BEREZNIKI MINERAL-TRADING Russia, Perm region, Berezniki Mr. N. Ibragimov, temporary insolvency manager 618540, Russia, Perm region, Solikamsk, Roza Lyuksemburg str.19 BOROVSKY POLYMERIC: Insolvent Status Confirmed ---------------------------------------------- The Arbitration Court of Kaluga region declared LLC Borovsky Polymeric Factory insolvent and introduced bankruptcy proceedings. The case is docketed as A23-2845/03B-10-106. Mr. V. Ivanov has been appointed insolvency manager. Creditors have until June 22, 2004 to submit their proofs of claim to the insolvency manager at: 249037, Russia, Kaluga region, Obninsk, Osipenko str.9-4. CONTACT: BOROVSKY POLYMERIC FACTORY Russia, Kaluga region, Borovsk, Moscowskaya str.30 Mr. V. Ivanov, insolvency manager 249037, Russia, Kaluga region, Obninsk, Osipenko str.9-4 FURNITURE-MIRROR: Under Bankruptcy Supervision Procedure -------------------------------------------------------- The Arbitration Court of Tomsk region commenced bankruptcy supervision procedure on OJSC Tomsk Furniture-Mirror Factory. The case is docketed as A67-3044/04. Mr. A. Zarubin has been appointed temporary insolvency manager. Creditors have until May 22, 2004 to submit their proofs of claim to: (a) Arbitration Court of Tomsk region at: Russia, Tomsk, Kirov prosp.10; (b) Temporary insolvency manager at: 650070, Russia, Kemerevo, Post user Box 2691; (c) Debtor: 634026, Tomsk, R. Lyuksemburg str.115. A hearing will take place on September 10, 2004, 10:00 a.m. at the Arbitration Court of Tomsk region. CONTACT: FURNITURE-MIRROR FACTORY 634026, Tomsk, R. Lyuksemburg str.115 Mr. A. Zarubin, temporary insolvency manager 650070, Russia, Kemerevo, Post user Box 2691 GORINSKAYA: Falls into Bankruptcy --------------------------------- The Arbitration Court of Ivanovo region commenced bankruptcy supervision procedure on OJSC integrated poultry farm Gorinskaya. The case is docketed as A1183/1-B. Mr. S. Shibayev (Moscow) has been appointed temporary insolvency manager. Creditors have until May 22, 2004 to submit their proofs of claim to the temporary insolvency manager at: 153009, Russia, Ivanovo, Lezhnevskaya str.171/2-1, Phone: 8-0932-40-00-15. A hearing will take place on September 28, 2004, 9:30 a.m. at the Arbitration Court of Ivanovo region. CONTACT: GORINSKAYA 153527, Russia, Ivanovo region, Podvyaznovsky Mr. S. Shibayev, temporary insolvency manager 153009, Russia, Ivanovo, Lezhnevskaya str.171/2-1, Phone: 8-0932-40-00-15 KANASHSKY CHEESE: Deadline for Proofs of Claim May 22 ----------------------------------------------------- The Arbitration Court of Republic of Chuvashiya commenced bankruptcy supervision procedure on OJSC Kanashsky Cheese-Making Integrated Works. The case is docketed as A79-9209/03-SK1-8740. Mr. V. Surazakov has been appointed temporary insolvency manager. Creditors have May 22, 2004 to submit their proofs of claim to the temporary insolvency manager at: 428394, Russia, Republic of Chuvashiya, Cheboksari, Moscowsky prosp.41/1-28. CONTACT: KANASHSKY CHEESE-MAKING INTEGRATED WORKS Russia, Republic of Chuvashiya, Kanash Mr. V. Surazakov, temporary insolvency manager 428394, Russia, Republic of Chuvashiya, Cheboksari, Moscowsky prosp.41/1-28 SARATOVSKAYA: Saratov Court Appoints Insolvency Manager ------------------------------------------------------- The Arbitration Court of Saratov region commenced bankruptcy supervision procedure on state unitary latrotechnics enterprise Saratovskaya Medtechnica. The case is docketed as A1183/1-B. Ms. L. Aladysheva (Moscow) has been appointed temporary insolvency manager. Creditors are asked to submit their proofs of claim to the temporary insolvency manager at: 410031, Russia, Saratov, Kuznechnaya str.11/21-112. A hearing will take place on July 6, 2004, 10:00 a.m. at the Arbitration Court of Saratov region. CONTACT: SARATOVSKAYA MEDTECHNICA 410028, Russia, Saratov, Chernyshevsky str.153 Mr. S. Shibayev, temporary insolvency manager 410031, Russia, Saratov, Kuznechnaya str.11/21-112 Arbitration Court of Saratov region: Russia, Saratov, Pervomayskaya str.74 SIBERIAN INNOVATIONAL: Declared Insolvent ----------------------------------------- The Arbitration Court of Tymen region declared Siberian Innovation Oil Corporation insolvent and introduced bankruptcy proceedings. The case is docketed A70-1321/3-2004. Mr. A. Khohrin has been appointed insolvency manager. Creditors have until May 22, 2004 to submit their proofs of claim to the insolvency manager at: 625007, Russia, Tymen, Demyan Bedny str.98, build.2. CONTACT: SIBERIAN INNOVATION OIL CORPORATION Russia, Tymen, 50th Oktyabrya str.118. Mr. A. Khohrin, insolvency manager 625007, Russia, Tymen, Demyan Bedny str.98, build.2 VOLZHSKY INDUSTRIAL: Under Bankruptcy Supervision Procedure ----------------------------------------------------------- The Arbitration Court of Republic of Mariy-El commenced bankruptcy supervision procedure on OJSC Volzhsky Industrial- Building Combine. The case is docketed as A38-11/181-2004. Mr. V. Chaly has been appointed temporary insolvency manager. Creditors are asked to submit their proofs of claim to the temporary insolvency manager at: 424003, Russia, Republic of Mariy-El, Yoshkar-Ola, Post User Box 54, Phone/Fax: (83631) 6- 23-54. CONTACT: VOLZHSKY INDUSTRIAL-BUILDING COMBINE 425000, Russia, Republic of Mariy-El, Volzhsk, Pomarsskoya shosse.10 Mr. V. Chaly, temporary insolvency manager 424003, Russia, Republic of Mariy-El, Yoshkar-Ola, Post User Box 54, Phone/Fax: (83631) 6-23-54 VTORCHERMET: Kursk Court Commences Bankruptcy Proceedings --------------------------------------------------------- The Arbitration Court of Kursk region declared LLC Vtorchermet insolvent and introduced bankruptcy proceedings. The case is docketed as A35-1802/04. Mr. P. Salyuk has been appointed insolvency manager. Creditors have until June 22, 2004 to submit their proofs of claim to the insolvency manager at: Russia, Kursk region, Marshal Zhukov, 4-th Kvartal 10/2. CONTACT: VTORCHERMET Russia, Kursk, Lenin str.31-112 Mr. P. Salyuk, insolvency manager Russia, Kursk region, Marshal Zhukov, 4th Kvartal 10/2 YUKOS OIL: Can't Afford Further Tax Charges, Says Finance Chief --------------------------------------------------------------- Yukos Oil Company may be forced to liquidate some of its core assets if hit with further tax charges, the Moscow Times reports. Chief Financial Officer Bruce Misamore admitted during a recent conference call the company has only US$1 billion in cash, not even enough to pay the alleged US$3.5 billion in tax arrears for 2000. He said the company is considering selling its stake in Sibneft. But selling this stake is a long shot, the paper notes. It's ownership is currently mired in litigation, with the court earlier ruling that the share emission, Yukos had used as partial payment for 92% of Sibneft last year, was illegal. Last week, the court handling the Yukos' appeal postponed its decision until end of May. Aside from this case, the company is also appealing a court decision last month, freezing its assets. The court ordered the freeze after tax authorities notified the company of the huge arrears. The results of a review of its tax payments for 2003 are expected soon, according to the paper. Meanwhile, a syndicate of foreign lenders warned last week that with mounting pressure, Yukos could be forced to default on a US$1 billion loan. In a separate development, a Moscow court ignored last week the petition to free former Yukos core shareholder, Platon Lebedev. His lawyers claim his health has deteriorated in prison, where he has been kept since July last year. In throwing out the petition, the judge said Mr. Lebedev poses a serious threat to society, adding he could pressure witnesses or flee the country if granted bail. Yury Kotler, spokesman for Group Menatep -- the core shareholder of Yukos where Mr. Lebedev is managing director -- called the ruling ludicrous. "This is of course all untrue," he said, adding that Mr. Lebedev's lawyers were concerned about the state of their client's health. He is allegedly suffering from high blood pressure and is in danger of going blind. Mr. Lebedev's lawyers have filed a case with the European Court of Human Rights on the grounds that his pre-trial detention is inhumane. The court in Strasbourg, France has reportedly given his case "priority" status. Aside from Mr. Lebedev, former Yukos CEO Mikhail Khodorkovsky is also awaiting trial in detention. Their lawyers are seeking a joint trial to speed up the process. Meanwhile, Yukos' board of directors met in London last week to decide on the nomination of former Central Bank chief, Viktor Gerashchenko, as CEO. The results of the meeting were not yet available as of press time, according to the paper. =========== S W E D E N =========== PREEM PETROLEUM: EUR125 Million Bond Rated 'B-' ----------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' rating to Preem Petroleum AB's EUR125 million senior subordinated notes, maturing 2014. At the same time, a corporate credit rating of 'B+' was also assigned to Preem Petroleum, which is a wholly owned subsidiary of Sweden-based independent crude oil refiner Preem Holdings AB (B+/Stable/--). The outlook is stable. Preem Petroleum will be the issuer, but Preem Holdings will unconditionally guarantee the notes. The notes will be structurally senior to the Preem Holdings EUR250 million notes, but contractually subordinated to all senior indebtedness of Preem Petroleum, including a new proposed credit facility. As the structurally senior liabilities of Preem Petroleum constitute more than 30% of its total assets (assuming a full draw-down of the new facility), the new notes are rated two notches lower than the corporate credit rating on Preem Petroleum. The proceeds from the notes will be used to partially finance the Isockracker project at Preem's major refinery. Major covenants in the bond documentation include limitations on further indebtedness by Preem Petroleum limitations on restricted payments. Limitations on dividend payments also relate to Preem Holdings. The corporate credit ratings on Preem Petroleum and Preem Holdings reflect the competition and volatile profitability in the refining industry, which is burdened by excess capacity and steadily tightening environmental regulation. The ratings also reflect the Preem group's aggressive financial profile and exposure to the U.S. dollar/Swedish krona exchange rate. This is mitigated by Preem's position as a midsize, growth-oriented, independent merchant refiner with some petroleum product retail activities. The Preem group benefits from strong market positions in Sweden and a degree of integration with marketing and retail activities. CONTACT: STANDARD AND POORS RATING SERVICES Analyst E-mail Addresses per_karlsson@standardandpoors.com eric_tanguy@standardandpoors.com CorporateFinanceEurope@standardandpoors.com ===================== S W I T Z E R L A N D ===================== ABB LTD.: First-quarter Operating Profit up Twofold --------------------------------------------------- ABB's core Power Technologies and Automation Technologies divisions reported another quarter of improved results, marked by continued growth in orders received, higher earnings before interest and taxes (EBIT) and significantly improved cash flow from operations. The core divisions' strong results, combined with lower losses in Non-core activities and Corporate costs, contributed to a break-even net income for the first quarter of 2004. Higher losses from Discontinued operations were related primarily to asbestos-related charges, currency exchange losses on the equity value of the insurance business and divestment- related costs. The downstream Oil, Gas and Petrochemicals business turned in a break-even operational performance in the quarter. "We continue to deliver on our promises," said Jurgen Dormann, ABB chairman and CEO. "This was the sixth consecutive quarter of higher earnings for our core businesses. Order growth remained solid, continuing the trend we saw at the end of 2003. Cash flow in the core divisions was up by more than $200 million compared to the same quarter a year ago." Asia was again the main driver of order growth, while the modest growth seen in Western Europe and North America at the end of 2003 continued into the first quarter of 2004. Revenues in Automation Technologies were supported by the order growth in the second half of 2003, while Power Technologies' revenues reflect the low order level of late 2002 and the first half of 2003. Summary of first quarter results Combined orders received for the core divisions in the first quarter of 2004 grew 20% to $5,394 million (up 10% in local currencies: 8% for Power Technologies and 11% for Automation Technologies). The improvement was fueled mainly by a more than 50% increase in orders from Asia and double-digit local-currency growth in base orders (less than $15 million). Orders grew modestly in North America and Western Europe versus the first quarter of 2003 and continued the growth trend seen in the second half of last year. Combined base orders were 21% higher in the core divisions compared to the same quarter in 2003, 10% higher in local currencies. The Power Technologies division recorded a double- digit local-currency increase in base orders. Large orders (more than $15 million) amounted to $346 million, 7% higher in local currencies than the first quarter of 2003. Large orders were up in Automation Technologies from a very low level in the same quarter last year, and down in Power Technologies. Large orders in the core divisions amounted to 6.4% of total orders in the first quarter of 2004 compared to 6.7% in the same quarter last year. At the group level, orders were up 9% to $5,379 million. Expressed in local currencies, orders were down 2% compared to the same period last year, reflecting the divestment of most of the Building Systems businesses since the first quarter of 2003. The combined order backlog for the core divisions rose 8% to $10,655 million at the end of March 2004 compared to $9,856 million at the end of the fourth quarter of 2003 (up 10% in local currencies). The order backlog in Power Technologies was up 7% (8% higher in local currencies), and was 11% higher in Automation Technologies (up 13% in local currencies). The order backlog for the Group at the end of the first quarter was $10,663 million, up 6% compared to the fourth quarter of 2003 (8% higher in local currencies). Revenues in the first quarter rose 5% for the Power Technologies division (down 4 % in local currencies) and 15% for Automation Technologies (up 3% in local currencies). The local-currency revenue decline in Power Technologies reflects the lower levels in the first half of 2003 of large project orders, which may take up to several quarters before they are recognized as revenues. In Automation Technologies, the revenue growth in the first quarter of 2004 is the result of the order growth seen in the second half of 2003. Regionally, core division revenues were significantly higher in Asia (particularly China and India) and Eastern Europe, slightly higher in the Middle East, Africa and western Europe, and lower in the Americas. For the group, revenues in the quarter were $4,356 million, flat compared to the first quarter of last year (down 9% in local currencies), primarily the result of the divestment since the first quarter of 2003 of several of the Building Systems businesses. These divested businesses reported revenues in the first quarter of 2003 of approximately $360 million. EBIT in the core divisions was $352 million in the first quarter, a 21% increase from $291 million in the same period in 2003. EBIT losses in Non-core activities were reduced to $2 million from a loss of $55 million in the year-earlier period, reflecting lower losses from the Building Systems business in Germany and remaining Structured Finance. Corporate costs were also lower at $117 million compared to $141 million in the same period last year. As a result, EBIT for the group was $233 million ($95 million in the first quarter of 2003). Included in the group's first-quarter EBIT is net expense of $4 million reported in Other income (expense), net, comprising restructuring costs, capital gains and losses, and income from equity-accounted companies. Restructuring charges of $32 million ($33 million in the first quarter of 2003) included costs of $18 million from the Step change productivity improvement program, restructuring to prepare businesses in Non-core activities for disposal and site consolidations within Power Technologies. These costs were mostly offset by net capital gains of $6 million recorded in the first quarter of 2004, compared to a capital loss of $9 million in the same period last year. The 2004 figure includes a capital gain of $12 million on the finalization of the sale of the Building Systems business in Switzerland. Income from equity-accounted companies amounted to $22 million ($18 million in the first quarter of 2003). There were no significant asset write-downs in the quarter. ABB's Step change productivity improvement program yielded savings of $240 million in the first quarter of 2004 on restructuring costs of $18 million. The program aims to increase the competitiveness of ABB's core businesses, reduce overhead costs and streamline operations by approximately $900 million on an annual basis by 2005. As of March 31, 2004, ABB employed 113,000 people, compared to 116,500 at the end of 2003. Included in the difference are about 1,100 Step change-related job reductions. ABB also divested businesses in the quarter employing about 2,000 people, most of whom were employed in the Building Systems businesses. The Group EBIT margin in the quarter was 5.3 compared to 2.2 % in the same quarter of 2003. Finance net[1] Finance net is the difference between interest and dividend income and interest and other finance expenses was negative $76 million compared to negative $125 million in the first quarter of 2003. The difference primarily reflects lower financing costs and the non-recurrence of a $30 million marketable security write-down in the first quarter of 2003. Included in Interest and other finance expense is an aggregate expense of $35 million (compared to $23 million for the same quarter in 2003) arising from the mark-to-market of the equity option embedded in the $968 million worth of convertible bonds issued in 2002, combined with the continued amortization of the discount on issuance of these bonds. The planned change to the convertible bonds, announced on April 21, 2004 -- whereby the bonds will be convertible into American Depositary Shares (ADS) instead of ordinary shares denominated in Swiss francs -- will, if approved by the bondholders, eliminate the volatility in earnings coming from the mark-to-market of the embedded equity option ($23 million of the total $35 million aggregate charge in the first quarter of 2004). The net loss in Discontinued operations amounted to $76 million, compared to a net loss of $15 million in the first quarter of 2003. The result includes an additional after-tax loss of $30 million related to currency exchange losses on the announced sale of the reinsurance business. Also included in the Discontinued operations result is a $17- million net loss in the Oil, Gas and Petrochemicals business and costs of $27 million related to ABB's asbestos liability. ABB's net income for the first quarter amounted to $4 million, compared to a net loss of $45 million for the same period in 2003. Balance sheet and debt Cash and marketable securities at the end of March 2004 amounted to $3.8 billion (excluding Discontinued operations), down from $5.1 billion at the end of December 2003. The reduction results primarily from the repayment of debt as a result of bonds maturing, as well as the buy-back of bonds. At the end of March 2004, total debt (defined as total short and long-term borrowings) amounted to $6.7 billion, compared to $7.9 billion at December 31, 2003. Included in ABB's total debt is approximately $600 million in bonds due for repayment during the remainder of 2004. Stockholders' equity at March 31, 2004, amounted to $3,013 million compared to $3,026 million at the end of December 2003. Cash flow from operating activities $ in millions Q1 2004 Q1 2003 Change Power Technologies (71) (119) 48 Automation Technologies 97 (74) 171 Non-core activities 64 (176) 240 Corporate (174) (306) 132 Oil, Gas and Petrochemicals businesses (57) (253) 196 Total net cash used in operating activities (141) (928) 787 Net cash used in operations for the group in the first quarter of 2004 was $141 million, an improvement of $787 million compared to the first quarter of 2003. The two core divisions generated a combined cash flow from operations in the quarter of $26 million, compared to a cash outflow of $193 million for the same period in 2003. The improvement reflects both increased earnings and successful net working capital management aimed in part at reducing seasonal cash flow fluctuations. Non-core activities generated cash flow from operations of $64 million in the quarter, an improvement of $240 million from the first quarter of 2003, resulting mainly from dividend receipts from the Equity Ventures business and improved operational performance in Building Systems. Cash outflow from Corporate amounted to $174 million in the quarter and included cash payments to the Settlement Trust for ABB's U.S. subsidiary Combustion Engineering (CE) of $19 million. Total asbestos cash outflows, including fees and insurance collections, amounted to $21 million in the quarter, compared to $226 million in the same period last year. Divestments The company sold its Building Systems business in Switzerland during the first quarter of 2004 and booked a gain on the disposal of $12 million in Other income (expense), net. The sale of the company's cable business in Germany was finalized in January 2004. The results of the sale were booked in the fourth quarter of 2003. The sale of ABB's reinsurance business announced late last year for cash proceeds of approximately $425 million was finalized on April 16, 2004, for total cash proceeds of approximately $433 million to be reported in the second quarter results. Asbestos On July 31, 2003, a U.S. district court approved a pre-packaged Chapter 11 protection plan filed earlier in the year by a U.S. subsidiary of ABB, Combustion Engineering. Following the court's approval, an appeals period began on a fast-track basis before the U.S. 3rd Circuit Court of Appeals. All documentation was received by the court in October 2003 and a hearing date has been set for June 3, 2004. ABB remains confident that the plan will be approved. Group outlook The company confirms its 2005 targets for revenue, EBIT, total debt and gearing (total debt divided by total debt plus stockholders' equity, including minority interest). From 2002 to 2005, ABB expects compound average annual revenue growth of 4% in local currencies. The Power Technologies division expects compound average annual revenue growth of 5.3% in local currencies. The Automation Technologies division expects compound average annual revenue growth of 3.3% in local currencies. For 2005, the Group's target EBIT margin remains 8% in U.S. dollars. The 2005 EBIT margin targets in U.S. dollars for the Power Technologies and Automation Technologies divisions remain at 10% and 10.7%, respectively. The company intends to reduce total debt to about $4 billion and gearing to approximately 50% by 2005. Revenue and margin targets exclude major acquisitions, divestitures and business closures. Divisional performance Q1 2004 Power Technologies $ in millions (except where indicated) Q1 2004 Q1 2003[2] Change Orders 2,388 2,046 17% Revenues 1,852 1,767 5% EBIT 139 136 2% EBIT margin 7.5% 7.7% Restructuring costs (included in EBIT) -17 -11 Orders received in the Power Technologies division rose 17% to $2,388 million in the first quarter of 2004 (8% in local currencies), driven by continued growth in Asia and Eastern Europe, both up more than 50%. Growth remained modest in Western Europe and North America. The business environment in Latin America remained burdened by financial and political uncertainty. Orders rose at a double-digit pace in the three product business areas - High-Voltage Products, Medium-Voltage Products and Transformers. Orders were also higher in the Utility Automation business area, reflecting a large order from Russia and higher base orders. Orders increased slightly in the Power Systems business area as improved base order business compensated for fewer large orders compared to the first quarter of 2003. Revenues in the quarter were 5% higher at $1,852 million (down 4% in local currencies). Expressed in local currencies, revenues were higher in High-Voltage Products, Medium-Voltage Products and Transformers. These gains were offset by lower local-currency revenues in Utility Automation and Power Systems, reflecting the weak demand for large projects in the global power sector experienced in late 2002 and the first half of 2003, and the correspondingly lower order intake during that period. First-quarter EBIT increased by 2% to $139 million compared to the year-earlier period despite higher restructuring charges related to continued implementation of the division's focused factory and focused engineering strategy. The division continued to benefit from productivity improvement initiatives, including the Step change program. As a result of the higher associated restructuring costs, the EBIT margin decreased to 7.5% from 7.7%. The EBIT margin before restructuring increased from 8.3% in the first quarter of 2003 to 8.4% in the same quarter this year. Cash flow from operations for the division improved from a net cash outflow of $119 million to a net cash outflow of $71 million as the result of general improvements in net working capital management and especially in inventory reduction. Automation Technologies in millions (except where indicated) Q1 2004 Q1 2003[3] Change Orders 3,006 2,432 24% Revenues 2,507 2,180 15% EBIT 213 155 37% EBIT margin 8.5% 7.1% Restructuring costs (included in EBIT) -9 -16 The Automation Technologies division reported a 24-% increase in orders in the first quarter of 2004 to $3,006 million compared to the same quarter last year (up 11% in local currencies). Both base orders and large project orders grew in the quarter, contributing to double-digit order growth in the Automation Products and Process Automation business areas. Base order growth was led by the launch of several new products, mainly the Industrial IT process control system 800xA and a new line of energy-efficient low-voltage drives. Orders were flat in Manufacturing Automation as demand for robotics systems in the U.S. and European automotive sectors remained weak. Orders continued to grow at a double-digit pace in Asia, led by more than 50% growth in China and India. Demand was also higher in both eastern and western Europe. Order growth in North America continued the positive trend seen at the end of 2003, with U.S. orders up compared to the fourth quarter of 2003, excluding the flat order development in the automotive sector. Compared to the first quarter of 2003, North American orders were flat. Revenues rose 15% (3% in local currencies) to $2,507 million compared to the first quarter of last year, led by the Automation Products business area, which reported higher revenues in both U.S. dollars and local currencies. Revenues in local currencies were flat in Process Automation and lower in Manufacturing Automation. It was the sixth consecutive quarter of higher revenues compared to their corresponding year-earlier quarters. Earnings before interest and taxes (EBIT) also increased for the sixth consecutive quarter, up 37% to $213 million compared to the same quarter in 2003. The improvement lifted the EBIT margin to 8.5% from 7.1%. The main contributors were ongoing productivity improvements achieved on lower restructuring costs. The EBIT margin before restructuring increased to 8.9% in the first quarter of 2004 from 7.8% in the same period last year. Cash flow from operations for the division rose to $97 million, an improvement of $171 million compared to net cash used in operations of $74 million in the first quarter of 2003. In addition to the stronger earnings, the biggest contributor to the improvement was tighter management of working capital across all business areas. Non-core activities EBIT ($ in millions) Q1 2004 Q1 2003[4] Equity Ventures 22 22 Remaining Structured Finance (9) (37) Building Systems (17) (33) New Ventures 0 (2) Other non-core activities 2 (5) Total (2) (55) Restructuring costs (included in EBIT) (3) (2) Revenues from Non-core activities were down 75 % from the 2003 period, primarily the result of the divestment since the first quarter of 2003 of several of the Building Systems businesses. These divested businesses reported revenues in the first quarter of 2003 of about $360 million. Non-core activities reported an EBIT loss of $2 million in the first quarter compared to a loss of $55 million in the same period of 2003. Operational improvements in the Building Systems business in Germany helped reduce the EBIT loss in Building Systems to $17 million in the quarter compared to a loss of $33 million in the first quarter of 2003. Corporate EBIT ($ in millions) Q1 2004 Q1 2003[5] Headquarters/stewardship (99) (114) Research and development (21) (21) Other [6] 3 (6) Total (117) (141) Restructuring costs (included in EBIT) (3) (4) Lower corporate costs in the first quarter of 2004 mainly reflect lower personnel-related costs in the U.S. head office and the cessation of proprietary trading and associated costs in Treasury Services. Discontinued operations (not included in EBIT) Net income (loss) ($ in millions) Q1 2004 Q1 2003[7] Reinsurance business (30) (8) Asbestos (27) 4 Oil, Gas and Petrochemicals business(17) (12) Other (2) 1 Total net loss (76) (15) The reinsurance business, whose results were reclassified into Discontinued operations following its announced sale in December 2003, reported flat revenues in the first quarter at $143 million on stable premium income. An additional net loss after tax of $30 million was recorded in the quarter on the discontinuation of the business, related primarily to currency exchange losses on the equity value of the business during the first quarter of 2004. The asbestos result is primarily due to a $24-million expense on the mark-to-market treatment of the approximately 30 million ABB shares reserved to cover part of the company's asbestos liabilities, compared to a gain of $15 million reported in the first quarter of 2003. Oil, Gas and Petrochemicals ($ in millions) Q1 2004 Q1 2003 Change Orders 764 502 52% Revenues 599 779 (23%) Net loss (17) (12) Orders were 52% higher in the Oil, Gas and Petrochemicals business (43 % in local currencies) in the first quarter of 2004 compared to the same period in 2003, driven primarily by increased customer investments in the downstream market, especially in Europe, including a $68-million order at an ethylene project in Poland. Revenues fell 23% (26% in local currencies), reflecting the winding down and completion of several downstream projects and the lower level of large downstream orders from late 2002 and 2003 that resulted from weaker markets and more selective bidding. Upstream revenues rose on increased modification and maintenance activities. The upstream business generated a small operational profit in the quarter. On the downstream side, the strategy implemented over the past several quarters to move from fixed price engineering, procurement and construction contracts towards lower-risk reimbursable contracts, plus tighter project cost controls, resulted in a break-even operational result in the quarter. The net loss from the businesses in the quarter amounted to $17 million, compared to a net loss of $12 million in the first quarter of 2003, resulting mainly from costs associated with the planned divestment of the upstream business, including costs related to the compliance review being undertaken in cooperation with the U.S. Department of Justice. To see Appendix: http://bankrupt.com/misc/ABB_Q12004Appendix.htm ---------- Footnotes: [1] Finance net is the difference between interest and dividend income and interest and other finance expenses. [2] Adjusted to reflect the reclassification of activities to Discontinued operations in 2003 and of substation automation activities from the Automation Technologies division, effective January 1, 2004. [3] Adjusted to reflect the move of substation automation activities to the Power Technologies division, effective January 1, 2004. [4] Adjusted to reflect the reclassification of activities to Discontinued operations in 2003. [5] Adjusted to reflect the reclassification of activities to Discontinued operations in 2003. [6] Includes consolidation effects, real estate and Treasury Services. [7] Adjusted to reflect the reclassification of activities to Discontinued operations in 2003. ============= U K R A I N E ============= ANABEL: Kirovograd Court Appoints Insolvency Manager ---------------------------------------------------- The Economic Court of Kirovograd region commenced bankruptcy supervision procedure on LLC Anabel in April. The case is docketed as 14/29. Arbitral manager Mr. Hristenko Vadim (license AA 249793 approved October 19, 2001) has been appointed temporary insolvency manager. Creditors have until May 24, 2004 to submit their proofs of claim to: (a) Temporary insolvency manager at: Ukraine, Kirovograd, Geroi Stalingradu str., 4/9 (b) THE ECONOMIC COURT OF KIROVOGRAD REGION: Ukraine, Kirovograd, Lunacharski str. 29 Anabel maintains account number, 26004301331617 at Prominvestbank of Kirovograd, MFO 323301. CONTACT: ANABEL 25006, Ukraine, Kirovograd, Lenin str., 14 Mr. Hristenko Vadim, Temporary Insolvency Manager Ukraine, Kirovograd, Geroi Stalingradu str., 4/9 THE ECONOMIC COURT OF KIROVOGRAD REGION Ukraine, Kirovograd, Lunacharski str. 29 BULGARTABAK-POLTAVA: Declared Bankrupt -------------------------------------- The Economic Court of Poltava region declared CJSC Bulgartabak- Poltava (code EDRPOU 30063393) insolvent and introduced bankruptcy proceedings on March 25, 2004. The case is docketed as 10/55. Arbitral manager Mr. Kruchkov Sergij has been appointed liquidator/insolvency manager. Creditors have until May 24, 2004 to submit their proofs of claim at 36009, Ukraine, Poltava, S. Kondratenko str., 6, 2nd floor. CONTACT: BULGARTABAK-POLTAVA Ukraine, Poltava, Tovarnij alley., 2 ECONOMIC COURT OF POLTAVA REGION 36000, Ukraine, Poltava, Zigina str., 1 ELINFARM: Under Bankruptcy Supervision Procedure ------------------------------------------------ The Economic Court of Kirovograd region commenced bankruptcy supervision procedure on LLC Elinfarm in March. The case is docketed as 14/25. Arbitral manager Mr. Hristenko Vadim (license holder AA 249793 approved October 19, 2001) has been appointed temporary insolvency manager. Creditors have until May 24, 2004 to submit their proofs of claim to: (a) Temporary Insolvency Manager at: Ukraine, Kirovograd, Geroi Stalingradu str., 4/9 (b) THE ECONOMIC COURT OF KIROVOGRAD REGION: Ukraine, Kirovograd, Lunacharski str. 29 Elinfarm holds account number, 26006000090001, at JSCB Nadra, MFO 323624. CONTACT: ELINFARM Ukraine, Kirovograd, Volkov str., 18, body 1 Mr. Hristenko Vadim, Temporary Insolvency Manager Ukraine, Kirovograd, Geroi Stalingradu str., 4/9 THE ECONOMIC COURT OF KIROVOGRAD REGION Ukraine, Kirovograd, Lunacharski str. 29 EXPERIMENTAL MECHANICAL: Kyiv Court Appoints Insolvency Manager --------------------------------------------------------------- The Economic Court of Kyiv commenced bankruptcy supervision procedure on OJSC Experimental Mechanical Plant (code EDRPOU 13672646) in April. The case is docketed as 23/180-b. Arbitral manager Mr. Sherban O. (license AA 047812 approved October 19, 2001) has been appointed temporary insolvency manager. Creditors have until May 24, 2004 to submit their proofs of claim to the ECONOMIC COURT OF KYIV REGION at: 01030, Ukraine, Kyiv, B. Hmelnitskogo boulevard, 44-B. CONTACT: ECONOMIC COURT OF KYIV REGION 01030, Ukraine, Kyiv, B. Hmelnitskogo boulevard, 44-B IRON-CONCRETE: Declared Insolvent --------------------------------- The Economic Court of Poltava region declared Iron-Concrete Constructions Plant of Poltava of regional production assimilation Poltavaoblagrobud (code EDRPOU 01349621) insolvent and introduced bankruptcy proceedings on March 30, 2004. The case is docketed as 7/276. Arbitral manager Mr. Kruchkov Sergij has been appointed liquidator/insolvency manager. Creditors have until May 24, 2004 to submit their proofs of claim at 36009, Ukraine, Poltava, S. Kondratenko str., 6, 2nd floor. CONTACT: IRON-CONCRETE CONSTRUCTIONS PLANT OF POLTAVA: Ukraine, Poltava, S. Kovpak str., 39 ECONOMIC COURT OF POLTAVA REGION 36000, Ukraine, Poltava, Zigina str., 1 NEKTAR: Donetsk Court Appoints Insolvency Manager ------------------------------------------------- The Economic Court of Donetsk region declared AGRICULTURAL LLC Nektar insolvent and introduced bankruptcy proceedings on March 25, 2004. The case is docketed as 33/167B. Arbitral manager Mr. Starodub Grigorij (license AA 419470) has been appointed liquidator/insolvency manager. CONTACT: NEKTAR Ukraine, Donetsk region, Velikonovosilkivskij district, Shahtarske, Sportivna str., 2 Mr. Starodub Grigorij, Liquidator/Insolvency Manager 83015, Ukraine, Donetsk, Miru avenue, 8, office 233 ECONOMIC COURT OF DONETSK REGION 83048, Ukraine, Donetsk, Artema str., 157 OLIMP-TRADING: Declared Insolvent --------------------------------- The Economic Court of Herson region declared LLC Olimp-Trading (code EDRPOU 24115854) insolvent and introduced bankruptcy proceedings on April 2, 2004. The case is docketed as 5/13-B. Arbitral manager Mr. Kosenko Sergij (license holder AA 249849 approved October 2, 2001) has been appointed liquidator/insolvency manager. CONTACT: OLIMP-TRADING 73026, Ukraine, Herson, Radyanska str., 46 Mr. Kosenko Sergij, Liquidator/Insolvency Manager 73000, Ukraine, Herson, Vijskovij passage, 6 Phone: 8 (0552) 22-31-17 ECONOMIC COURT OF HERSON REGION 73000, Ukraine, Herson, Gorkij str., 18 STELA: Falls into Bankruptcy ---------------------------- The Economic Court of AR Krym commenced bankruptcy supervision procedure on enterprise Stela (code EDRPOU 31213872) in February. The case is docketed as 2-8/4430-04. Arbitral manager Mr. Sherbina Oleksij (license holder AA 719799 approved February 12, 2004) has been appointed temporary insolvency manager. Creditors have until May 24, 2004 to submit their proofs of claim to: (a) Temporary Insolvency Manager at: Ukraine, Simferopol, Alushtinska str., 21 (b) THE ECONOMIC COURT OF AR KRYM: 95000, Ukraine, Simferopol, Karl Marks str., 18 Stela holds account number, 260082552, at APPB Aval. CONTACT: STELA Ukraine, Simferopol, Artilerijska str., 90 Mr. Sherbina Oleksij, Temporary Insolvency Manager Ukraine, Simferopol, Alushtinska str., 21 THE ECONOMIC COURT OF AR KRYM: 95000, Ukraine, Simferopol, Karl Marks str., 18 UKRAINA: Deadline for Proofs of Claim May 24 -------------------------------------------- The Economic Court of Vinnitsya region commenced bankruptcy supervision procedure on LLC Ukraina (code EDRPOU 03734978). The case is docketed as 5/254-04. Arbitral manager Mr. Tushevskij U. (license AA 250425 approved March 29, 2002) has been appointed temporary insolvency manager. Creditors have until May 24, 2004 to submit their proofs of claim to the Economic Court Of Vinnitsya Region: 21100, Ukraine, Vinnitsya, Hmelnitske Shose, 7. Ukraina holds account number, 260095127, at APPB Aval, Hmilnik branch, MFO 302247. CONTACT: UKRAINA 22006, Vinnitsya region, Hmelnitskij district, Porik ECONOMIC COURT OF VINNITSYA REGION 21100, Ukraine, Vinnitsya, Hmelnitske Shose, 7 YASEN: Bankruptcy Proceedings Begin ----------------------------------- The Economic Court of Kirovograd region declared LLC agricultural firm Yasen (code EDRPOU 31115820) insolvent and introduced bankruptcy proceedings on March 24, 2004. The case is docketed as 10/81. Mr. Volovik M. (license holder AA 419220) has been appointed liquidator/insolvency Manager. CONTACT: YASEN 25000, Ukraine, Kirovograd region, Kirovograd district, Shostakivka Mr. Volovik M., Liquidator / Insolvency Manager 25006, Ukraine, Kirovograd, a/b # 5/41 Phone/Fax: (0522) 55-27-91, 22-51-38 THE ECONOMIC COURT OF KIROVOGRAD REGION 25022, Ukraine, Kirovograd, Lunacharski str. 29 =========================== U N I T E D K I N G D O M =========================== 131 FINSBURY: Members Final Meeting Set May 28 ---------------------------------------------- Name of Companies: 131 Finsbury Pavement (No.6) Limited Gaflac Nominees Limited Grampian Properties Limited Norwich Union Asset Services Limited Norwich Union Holdings (Marine) Limited The General Practice Finance Corporation Property Management Limited Worldwide Assistance Limited There will be a Final Meeting of the Members of these Companies on May 28, 2004 commencing at 10:15 a.m. and a 15 minute interval thereafter. It will be held at the offices of PricewaterhouseCoopers LLP, Benson House, 33 Wellington Street, Leeds LS1 4JP. The purpose of the Meeting is to lay before the Members the account how the winding-up of the Companies had been conducted. Members who want to be represented at the Meeting may appoint proxies. CONTACT: PRICEWATERHOUSECOOPERS LLP Benson House, 33 Wellington Street, Leeds LS1 4JP Contact: T Walsh, Joint Liquidator 1ST CALL: Calls in Liquidator ----------------------------- At an Extraordinary General Meeting of the Members of the 1st Call Direct Ltd Company on April 5, 2004 held at 48 Langham Street, London W1W 7AY, the Extraordinary and Ordinary Resolutions to wind up the Company were passed. Duncan Beat has been appointed Liquidator for the purpose of such winding-up. 4FRONT TELECOMMUNICATIONS: Winding up Resolutions Passed -------------------------------------------------------- At an Extraordinary General Meeting of the Members of the 4Front Telecommunications Ltd Company on April 20, 2004 held at Express By Holiday Inn Droitwich, Worcester Road, Wychbold, Droitwich Spa, West Midlands WR9 7PA, the Extraordinary and Ordinary Resolutions to wind up the Company were passed. Lisa Hogg and David Field of Wilson Field, 289 Abbeydale Road South, Sheffield S17 3LB have been appointed Joint Liquidators for the purpose of such winding-up. CONTACT: WILSON FIELD 289 Abbeydale Road South Sheffield S17 3LB Contact: Lisa Hogg, Liquidator David Field, Liquidator A & A JEWELLERY: Hires Liquidator from Valentine & Co ----------------------------------------------------- At an Extraordinary General Meeting of the A & A Jewellery Limited Company on April 21, 2004 held at the offices of Valentine & Co., 4 Dancastle Court, 14 Arcadia Avenue, London N3 2HS, the Extraordinary and Ordinary Resolutions to wind up the Company were passed. Mark S Reynolds of 4 Dancastle Court, 14 Arcadia Avenue, London N3 2HS has been appointed Liquidator for the purpose of such winding-up. CONTACT: VALENTINE & CO 4 Dancastle Court 14 Arcadia Avenue, London N3 2HS Contact: Mark S Reynolds, Liquidator ADULTMATCH LIMITED: Final Members Meeting Set May 26 ---------------------------------------------------- Name of Companies: Adultmatch Limited Nexcycle International Limited Nexcycle (25) Limited Nexcycle (26) Limited Pursuant to section 94 of the Insolvency Act 1986, the Final General Meetings of these Companies will be on May 26, 2004 at 10:00 a.m., 10:15 a.m. and 10:45 a.m. respectively. It will be held at Ernst & Young LLP, Cloth Hall Court, 14 King Street, Leeds LS1 2JN. The purpose of the Meeting is to lay before the Members the account how the winding-up of the Companies had been conducted. CONTACT: ERNST & YOUNG LLP Cloth Hall Court, 14 King Street, Leeds Ls1 2JN Contact: R H Kelly, Joint Liquidator A F LOCKSMITHS: Hires Liquidator from B & C Associates ------------------------------------------------------ At an Extraordinary General Meeting of the Members of the A F Locksmiths Limited Company on April 19, 2004 held at Trafalgar House, Grenville Place, London NW7 3SA, the Extraordinary Resolution to wind up the Company was passed. Jeffrey Brenner of B & C Associates, Trafalgar House, Grenville Place, Mill Hill, London NW7 3SA has been appointed Liquidator for the purposes of such winding-up. CONTACT: B & C ASSOCIATES Trafalgar House Grenville Place, Mill Hill, London NW7 3SA Contact: Jeffrey Brenner, Liquidator AIM AUTOMATION: Appoints Liquidator from Begbies Traynor -------------------------------------------------------- At an Extraordinary General Meeting of the Members of the AIM Automation Limited Company on April 21, 2004 held at 1 Winckley Court, Chapel Street, Preston, Lancashire PR1 8BU, the Extraordinary and Ordinary Resolutions to wind up the Company were passed. Gordon Craig of Begbies Traynor, 1 Winckley Court, Chapel Street, Preston, Lancashire PR1 8BU has been appointed Liquidator of the Company for the purpose of the voluntary winding-up. CONTACT: BEGBIES TRAYNOR 1 Winckley Court Chapel Street, Preston, Lancashire PR1 8BU Contact: Gordon Craig, Liquidator APPLE FRESH: Shareholders OK Voluntary Winding up of Business ------------------------------------------------------------- At an Extraordinary General Meeting of the Apple Fresh Leisure Limited Company on April 21, 2004 held at 109 Swan Street, Sileby, Leicestershire LE12 7NN, the subjoined Extraordinary Resolution to wind up the Company was passed. John Michael Munn and Richard John Elwell of Elwell Watchorn & Saxton, 109 Swan Street, Sileby, Leicestershire LE12 7NN have been appointed Joint Liquidators for the purpose of such winding-up. CONTACT: ELWELL WATCHORN & SAXTON 109 Swan Street, Sileby, Leicestershire LE12 7NN Contact: John Michael Munn, Liquidator Richard John Elwell, Liquidator ARTHUR DOODSON: Hires Liquidator from PKF ----------------------------------------- At an Extraordinary General Meeting of the Members of the Arthur Doodson (Life & Pensions) Limited Company on April 15, 2004 held at PKF, Sovereign House, Queen Street, Manchester M2 5HR, the Extraordinary and Ordinary Resolutions to wind up the Company were passed. Kerry Bailey and Jonathan D Newell of PKF, Sovereign House, Queen Street, Manchester M2 5HR have been appointed Joint Liquidators for the purpose of such winding-up. CONTACT: PKF Sovereign House Queen Street, Manchester M2 5HR Contact: Kerry Bailey, Liquidator Jonathan D Newell, Liquidator AVONTRAIL LIMITED: Annual General Meeting Set June 4 ---------------------------------------------------- Name of Companies: Avontrail Limited Glowsound Limited P. F. Cars Limited Precis (338) Limited There will be a combined Annual General and Final Winding-up Meetings of these Companies on June 4, 2004 at 12:30 p.m. and 1:30 p.m. respectively. It will be held at 180 Strand, London WC2R 1WL. The purpose of the Meeting is to lay before the Members the account how the winding-up of the Companies had been conducted. Members who want to be represented at the Meeting may appoint proxies. CONTACT: J R D Smith, Joint Liquidator 180 Strand, London WC2R 1WL BENTLEY PHOTO: To Hold Final General Meeting June 4 --------------------------------------------------- Name of Companies: Bentley Photo Litho Company Limited HARPOON INVESTMENTS LIMITED Offerton Holdings Limited Offerton Investments Limited Offerton No.1 Limited Offerton No.2 Limited Waverton Investments Limited There will be a combined Annual General and Final Winding-up Meetings of these Companies on June 4, 2004 at 10:00 a.m. and 11:15 a.m. respectively. It will be held at 180 Strand, London WC2R 1WL. The purpose of the Meeting is to lay before the Members the account how the winding-up of the Companies had been conducted. Members who want to be represented at the Meeting may appoint proxies. CONTACT: J R D Smith, Joint Liquidator 180 Strand, London WC2R 1WL BLUE CHIP: Appoints Tenon Recovery Administrator ------------------------------------------------ Name of Company: Blue Chip Educational Supplies Ltd Nature of Business: Assembly and Distribution of Computer Equipment Trade Classification: 15 Date of Appointment: April 22, 2004 Administrative Receiver: TENON RECOVERY Charnwood House, Gregory Boulevard, Nottingham NG7 6NX Receivers: Patrick Edward Dilip Dattani (IP Nos 008702, 007915) CANARY WHARF: Explains Preference for Songbird's Offer ------------------------------------------------------ Sir Martin Jacomb, Chairman of the Independent Committee of Canary Wharf Group plc, has written to Canary Wharf Shareholders giving the Independent Committee's response to the CWGA Offer, which was posted to Canary Wharf Shareholders on April 23, 2004. The full text of this letter is set out below. Introduction In the last week you should have received two sets of documents, one from Songbird Acquisition Limited and one from CWG Acquisition Limited relating to their final offers for Canary Wharf. The purpose of this letter is to explain why the Independent Committee is recommending that you accept the Songbird Offer and that you do not accept the CWGA Offer. The Independent Committee has based its recommendation primarily on the cash available under the two offers. However, given the confusing nature of some of the documentation, we have set out below a simple comparison of the two offers to show why we believe the Songbird Offer is superior to the CWGA Offer. The table below compares, for the two offers, on a per share basis: (i) the cash consideration available; and (ii) consideration in the form of cash plus the guaranteed entitlement to listed shares. SONGBIRD OFFER CWGA OFFER (i) All Cash 295.0 pence 275.0 pence (ii) Cash and listed shares Entitlement In lieu of 57.0 pence In lieu of 29.3 pence to listed shares in cash in cash, 0.57 of a Class B Share 1.2991 Class A Shares Valuation of shares 100 pence* 28.6 pence* Cash 238.0 pence 245.7 pence Shares 57.0 pence 37.2 pence TOTAL 295.0 pence 282.9 pence * The table above values the listed share components of each offer in accordance with the valuation by the financial advisers to each of the bidders. Under the Songbird Offer, MSREF and its co-investors are subscribing for Class A Shares in Songbird Estates plc at the same price as the valuation of the Class B Shares. Under the CWGA Offer, Brascan and the members of its consortium are subscribing for equity in CWG Acquisition at a price equivalent to 25 pence per Thames River Share. CWG Acquisition's advisers, Deutsche Bank and Merrill Lynch, have valued the Thames River Shares of both classes being offered by CWG Acquisition to Canary Wharf Shareholders at 28.6 pence each. This valuation is described below. If the Thames River Shares were to be valued at Brascan's equivalent subscription price of 25 pence each (rather than 28.6 pence each) then the value of CWG Acquisition's cash and listed share offer as shown in the table above would decrease to 278.2 pence. The offers from Songbird and CWG Acquisition each incorporate an unlisted share alternative whereby Canary Wharf Shareholders may elect to receive unlisted shares in Songbird Estates plc and Thames River respectively. Under the Songbird Offer, Canary Wharf Shareholders may elect to receive unlisted Class C Shares in lieu of listed Class B Shares but subject to this, the overall value of the offer is the same. Under the CWGA Offer, the value of the basic entitlement to cash and unlisted class B Thames River Shares would be 278.5 pence on the basis of the Deutsche Bank and Merrill Lynch valuation of 28.6 pence per Thames River Share (as disclosed in CWG Acquisition's announcement on 26 April 2004) or 276.4 pence based on Brascan's equivalent subscription price of 25 pence per Thames River Share. Valuation of the Thames River Shares The valuation by Deutsche Bank and Merrill Lynch of 28.6 pence per Thames River Share referred to above is based on Brascan's equivalent subscription price of 25 pence plus the incremental value attributable to a 'put feature', which is described in more detail below. The valuation relies on CWG Acquisition's proposed business plan, which has not been disclosed to the Independent Committee and the Independent Committee does not, therefore, express any opinion on either the valuation or the business plan. The Class B Shares which are being offered by Songbird have been underwritten for cash at the same price at which they have been valued by Songbird's financial advisers. The Thames River Shares, on the other hand, are not being underwritten for cash for an amount equal to the value ascribed to them by CWG Acquisition's financial advisers. The 'put feature' is exercisable by Thames River and not by individual shareholders. It requires the approval of both the class A and the class B Thames River shareholders in separate class meetings. The interests and identity of the two classes of shareholders could well be different from one another. The effect of this 'put feature', if exercised, would be to realize in 3 years' time proceeds equivalent to 25 pence per Thames River share or 305 pence per Canary Wharf Share for no more than half of the CWG Acquisition Shares issued to Thames River. Availability of Thames River Shares The Revised CWGA Offer Document also refers to a figure of 348 pence per Canary Wharf Share. This assumes a shareholder receives his consideration entirely in the form of Thames River Shares and is based on the valuation by Deutsche Bank and Merrill Lynch of 28.6 pence per Thames River Share. For a Canary Wharf Shareholder to receive more Thames River Shares than the basic entitlement under the share alternatives requires other Canary Wharf Shareholders to give up their entitlement to Thames River Shares, either wholly or in part. Even if Thames River Shares were to become available in this way, consideration entirely in the form of Thames River Shares would only be available to holders of a maximum of 15.4% of Canary Wharf Shares which would require holders of the remaining 84.6% of Canary Wharf Shares to elect to receive all cash at 275 pence per share. The Independent Committee believes that it is highly unlikely that shareholders (other than shareholdings associated with Brascan and Paul Reichmann, who have already accepted CWG Acquisition's cash offer with a view to reinvesting the proceeds) wishing to receive cash for their Canary Wharf Shares would elect to receive 275 pence from CWG Acquisition rather than 295 pence from Songbird. In the Independent Committee's view, the figure of 348 pence quoted by CWG Acquisition is hypothetical: it is not available to all shareholders but only in respect of a maximum of 15.4% of Canary Wharf Shares. Shareholders should not proceed in the expectation that, if they accept the CWGA Offer and elect to receive only Thames River Shares, they will receive consideration with a value of 348 pence per Canary Wharf Share. Conclusion The Independent Committee, which has been so advised by Cazenove and Lazard, regards the CWGA Offer as inferior to the Songbird Offer. Accordingly, the Independent Committee recommends that you do not accept the CWGA Offer. The Independent Committee is recommending you to accept the Songbird Offer. If you have already accepted the CWGA Offer, you are recommended to withdraw your acceptance by writing to Computershare Investor Services PLC, P.O. Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ. The Independent Committee regards the Songbird Offer as a very attractive outcome for Canary Wharf Shareholders. For the Songbird Offer to succeed, Songbird requires acceptances in respect of more than 50% of Canary Wharf Shares on or before 21 May 2004. Unless this happens, the Songbird Offer will lapse and there is a risk that the share price will fall to a level significantly below Songbird's offer price. To ensure that the Songbird Offer succeeds, you should complete the form of acceptance which was posted to you with the Songbird Offer Document and return it to Capita IRG Plc, Corporate Actions, P.O. Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH as soon as possible and in any event so as to be received by 1:00 p.m. (London time)/8:00 a.m. (New York time) on 21 May 2004. Unless Songbird has received acceptances in respect of more than 50% of Canary Wharf Shares by this Deadline, the Songbird offer will lapse. CONTACT: LAZARD William Rucker Maxwell James Phone: 020 7187 2000 (Financial adviser to the Independent Committee of Canary Wharf) CAZENOVE Duncan Hunter Richard Cotton Phone: 020 7588 2828 (Financial adviser to the Independent Committee of Canary Wharf and joint broker to Canary Wharf) CSFB George Maddison Richard Crawley Phone: 020 7888 8888 (Joint broker to Canary Wharf) BRUNSWICK James Bradley Fiona Laffan Phone: 020 7404 5959 (Public relations adviser to Canary Wharf) CGU DIRECT: Members Final Meeting Set May 31 -------------------------------------------- Name of Companies: CGU Direct Club Services Limited GA Unit Trust Managers Limited General Accident PEP Managers Limited Old Employment Services Limited There will be a Final Meeting of these Companies on May 31, 2004 at 10:00 a.m. with an interval of 15 minutes thereafter. It will be held at the offices of PricewaterhouseCoopers LLP, Benson House, 33 Wellington Street, Leeds LS1 4JP. The purpose of the Meeting is to lay before the Members how the winding up of the Companies had been conducted. Members who want to be represented at the Meeting may appoint proxies. CONTACT: PRICEWATERHOUSECOOPERS LLP Benson House 33 Wellington Street Leeds LS1 4JP Contact: T Walsh, Joint Liquidator CLAREPEKE LIMITED: Members General Meeting May 26 ------------------------------------------------- There will be a General Meeting of the Clarepeke Limited Company on May 26, 2004 at 11:30 a.m. It will be held at 15 Victoria Place, Carlisle CA1 1EW. The purpose of the Meeting is to lay before the Members how the winding-up of the Company has been conducted. Members who want to be represented at the Meeting may appoint proxies. CONTACT: M E Wilcox, Liquidator CLUBHAUS PLC: Trading Results for Last Six Months Improve --------------------------------------------------------- Clubhaus, the Leisure Group, announces unaudited interim results for the six months ended March 31, 2004. Chairman's Statement Trading review This interim statement covers the trading results and cash flow statement for Clubhaus for the six months ended 31 March 2004 and the balance sheet as at 31 March 2004. Trading results were ahead of the comparative period. Turnover increased by 6% resulting in an increase in operating profit from GBP0.5 million to GBP1.2 million. The loss for the period after interest and tax narrowed to GBP1.1 million from GBP1.6 million. The improvement in trading was driven primarily by increased membership subscriptions. Fixed assets and capital expenditure In accordance with FRS 15 'Tangible Fixed Assets' the fixed assets have been valued at 31 March 2004 by the Directors. No adjustment has been made to the carrying values. The Group's capital expenditure during the period was in line with the Board's expectations and included general maintenance capital expenditure and the completion of the Mapledurham swimming pool extension. The Company is seeking a new planning permission for a residential development at Nizels. Following a public enquiry the application for the planning permission is awaiting a decision from the Secretary of State. Disposals and deferred consideration The remaining deferred consideration for the disposal of the German businesses of GBP0.4 million was received on schedule on 3 February 2004. In addition the Group's minority shareholding in a German company was disposed of for a nominal sum. Bank facilities The existing medium term loan facility with Barclays stood at approximately GBP35.6 million at 31 March 2004 (approximately GBP35.9 million at 30 September 2003). In addition the Group has an overdraft facility with Barclays of GBP1.3 million (GBP1.3 million at 30 September 2003). Two medium term loan facilities are in place with The Royal Bank of Scotland, which on a combined basis stood at approximately GBP3.8 million at 31 March 2004 (approximately GBP3.9 million at 30 September 2003). Bond arrangement In December 2003, the Company exercised its option to pay the interest due on the Company's bonds for the period 1 January 2003 to 31 December 2003 in kind, via the issue of new bonds representing a coupon of 10%. The bond principal (par value) has therefore increased from approximately GBP15.9 million to approximately GBP17.5 million. Under FRS 4 'Accounting for capital instruments', the bonds are stated in the balance sheet net of approximately GBP0.9 million of costs associated with their issue. The bonds carry a coupon of 12% from 1 January 2004 until their 2009 redemption. Future interest is payable in cash on 30 June and 31 December each year. Working capital In the ordinary course of business, the Group trades with a net working capital deficit. Since 30 September 2003, the working capital position has moved in line with the Board's expectations and showed a net deficit of GBP1.1 million on 31 March 2004. Board As was reported in the last Report and Accounts, I took over from John Hume as Non-Executive Chairman on 22 December 2003. John has remained on the Board as a Non-Executive Director. Staff I would like to thank all of the Clubhaus team. The trading improvement year on year is a clear testament to all our staff's continued expertise and professionalism. Dividend An interim dividend is precluded. Recommended cash offer for Clubhaus PLC As detailed in the announcement made on 19 April 2004 and in the documents sent to shareholders on 23 April 2004, Park Lane Acquisitions Limited and Clubhaus PLC have agreed the terms of a recommended cash offer to be made by KPMG Corporate Finance, on behalf of Park Lane, for the entire issued and to be issued ordinary share capital of Clubhaus. Full details of the offer and the associated capital reorganization are contained in the Offer Document (the 'Offer Document') and circular to shareholders sent to all shareholders on 23 April 2004. As at 28 April 2004 (being the latest practicable date prior to the publication of this document), the Directors are not aware of any material change to the information contained in the Offer Document and there has been no material change to the information set out in paragraphs 4 (interests and dealings), 6 (material contracts) or 7 (service contracts with Directors) of Appendix V to the Offer Document. The Clubs As at 31 March 2004, the Company owns the following clubs: Benton Hall Golf Club, Witham, Essex (part freehold, part leasehold) ** Castle Royle Golf and Country Club, Knowl Hill, Berkshire (freehold) * Chartham Park Golf Club, East Grinstead, West Sussex (freehold)** The Essex Golf and Country Club, Earls Colne, Essex (leasehold) * The Club at Mapledurham, Mapledurham, Berkshire (leasehold) * Mentmore Golf & Country Club, Mentmore, Bedfordshire (leasehold)* The Club at Meyrick Park, Bournemouth, Dorset (leasehold) * Nizels Golf and Country Club, Hildenborough, Kent (freehold) * Seedy Mill Golf Club, Lichfield, Staffordshire (freehold) ** The Tytherington Club, Tytherington, Cheshire (leasehold with peppercorn rent) * The Warwickshire, Leek Wootton, Warwickshire (freehold) ** * Country clubs constructed ** Country club planning consent obtained The financial statements are available free of charge at: http://bankrupt.com/misc/Clubhaus_6MonthResults.htm Paul Sellars Chairman 28 April 2004 CONTACT: CLUBHAUS PLC Charlie Parker, Managing Director Paul Stephens, Finance Director Phone: 0870 240 8924 Financial Dynamics Giles Sanderson Phone: 020 7831 3113 DCM CAPITAL: Winding up Resolutions Passed ------------------------------------------ Name of Companies: DCM Capital HKG (U.K.) Limited DCM Capital 3G HKG (U.K.) Limited DCM Capital U.S.A (U.K.) Limited At an Extraordinary General Meeting of these Companies on April 15, 2004 held at Sanno Park Tower Building. 43F, 11-1, Nagatacho 2-chome, Chiyoda-ku, Tokyo 100-6150, Japan, the Special Resolutions to wind up the Company were passed. Roy Bailey and Elizabeth Anne Bingham of Ernst & Young LLP, 1 More London Place, London SE1 2AF have been appointed Joint Liquidators for these Companies. CONTACT: ERNST & YOUNG LLP 1 More London Place, London SE1 2AF Contact: Roy Bailey, Liquidator Elizabeth Anne Bingham, Liquidator EGG TRADING: Calls in Liquidator -------------------------------- At an Extraordinary General Meeting of the Members of the Egg Trading Limited Company on April 15, 2004 held at Hill House, Highgate Hill, London H19 5UU, the Special Resolution to wind up the Company was passed. Melvyn Julian Carter and John Alexander have been appointed as Joint Liquidators for the purpose of such winding-up. CONTACT: Melvyn Julian Carter, Liquidator John Alexander, Liquidator ELEM CHEMICALS: Members Meeting Set June 4 ------------------------------------------ Name of Companies: Elem Chemicals Limited Moresign Limited Sutcliffe Environmental Health Limited There will be a Final Meeting of the Members of these Companies on June 4, 2004 at 12:00 noon. It will be held at the offices of RSM Robson Rhodes LLP, Colwyn Chambers, 19 York Street, Manchester M2 3BA. The purpose of the Meeting is to lay before the Members the account how the winding up of the Companies had been conducted. Members who want to be represented at the Meeting may appoint proxies. Proxy forms must be submitted to the offices of RSM Robson Rhodes LLP, Colwyn Chambers, 19 York Street, Manchester M2 3BA not later than 12:00 noon, June 3, 2004. CONTACT: RSM ROBSON RHODES LLP Colwyn Chambers 19 York Street, Manchester M2 3BA Contact: M Dunham, Joint Liquidator EUROPEAN FURNITURE: KPMG Appointed Administrator ------------------------------------------------ Paul Flint and Brian Green from KPMG Corporate Recovery have been appointed Administrators to European Furniture Brands Ltd. at the directors' request. European Furniture Brands, based in Stoke on Trent, was established following the receivership of Frayling Limited in December 2003. The firm, which owns the Frayling brand, in addition to the Chapel and Handsprung brands, was placed into administration following the loss of one of its key overseas suppliers. Twelve members of staff have been redundant. Paul Flint, Joint Administrator at KPMG Corporate Recovery, said, "It is with regret that we have had to close the business with the loss of twelve jobs. However, we are nevertheless continuing to seek a buyer for the Frayling, Chapel and Handsprung brands and would urge any interested parties to contact us as soon as possible." CONTACT: EUROPEAN FURNITURE Katy Broomhead, PR Manager - North Phone: 0161 246 4623 Mobile: 07775 708917 E-mail: katy.broomhead@kpmg.co.uk GEODIS LOGISTICS: Annual General Meeting Set June 3 --------------------------------------------------- Name of Companies: Geodis Logistics Vitesse Limited Gordon Leslie Limited There will be a combined Annual General And Final Winding-up Meeting of these Companies on June 3, 2004 at 10:00 a.m. and 10:30 a.m. respectively. It will be held at 180 Strand, London WC2R 1WL. The purpose of the Meeting is to lay before the Members the account how the winding up of the Companies had been conducted. Members who want to be represented at the Meeting may appoint proxies. CONTACT: J R D Smith, Joint Liquidator 180 Strand, London WC2R 1WL GREYHOUND RECRUITMENT: Appoints Sharma & Co Administrator --------------------------------------------------------- Name of Company: Greyhound Recruitment (Rugby) Limited Registered Office: 50 Newhall Street, Birmingham B3 3QE Registered Number: 03605779 Nature of Business: Recruitment Administration Order Made: April 14, 2004 Court: Birmingham Administrators: SHARMA & CO 50 Newhall Street, Birmingham B3 3QE Receiver: G D Sharma (Office Holder No 9145) INVENSYS PLC: Names Ulf Henriksson Chief Operating Officer ---------------------------------------------------------- Invensys plc announces that Ulf Henriksson will become the Group's Chief Operating Officer on 21 May 2004 and will join the Board at its first meeting thereafter. Currently, Mr. Henriksson leads Eaton Corporation's Hydraulic Division, the company's largest global business. Formerly, he was at Honeywell International/Allied Signal Inc. for nine years, where he held senior positions in several divisions, before becoming President of their $2.3billion Automated Controls Systems and Services business in 2002. Prior to that, he was at Volvo Aero Corporation in Sweden for several years. Commenting on the appointment, Chief Executive Rick Haythornthwaite said: "Now that we have created financial stability for the Group, the next stage in our progress demands relentless implementation of more efficient structures and processes to support our development plans. Ulf Henriksson's operational strength in complex international recoveries will provide vital support to me in delivering these key objectives." Ulf Henriksson commented: "Joining Invensys now provides a unique opportunity. The company has a portfolio of market-leading businesses and the management has a clear path to drive the recovery plans. My focus will be on leveraging our considerable installed base and ensuring that our technology development matches the best of our competitors. I look forward to contributing to the recovery process." About Invensys Invensys is a global automation, controls and process solutions Group. Our products, services, expertise and ongoing support enable intelligent systems to monitor and control processes in many different environments. The businesses within Invensys help customers in a variety of industries -- including hydrocarbons, chemicals, oil and gas, power and utilities, rail, telecommunications, paper, food and beverage, dairy, pharmaceuticals and personal care -- to perform with greater efficiency, safety and cost-effectiveness. Process Systems provides products, services and solutions for the automation and optimization of plant operation in the process industries. APV specializes in process equipment engineered into systems and asset services for food, beverage, personal care, pharmaceutical and chemical clients. Eurotherm is a leading supplier of control and measurement instrumentation solutions and services to industrial and process customers. Rail Systems is a multinational leader in the design, manufacture, supply, installation, commissioning and maintenance of safety-related rail signaling and control systems. Climate Controls is a major provider of the components, systems and services used across the world to make commercial and residential environments safer, more comfortable and more efficient. Appliance Controls has the broadest system and component offering for the appliance industry worldwide. Invensys PLC is listed on the London Stock Exchange. With 39,000 employees operating in 60 countries, Invensys helps customers to improve their performance and profitability, building value for end users and shareholders alike. CONTACT: INVENSYS PLC Victoria Scarth Mike Davies Phone: +44 (0) 20 7821 3755 Fax: +44 (0) 20 7821 3709 BRUNSWICK Nick Claydon Ben Brewerton Phone: +44 (0) 20 7404 5959 Fax: +44 (0) 20 7831 2823 JEAN MARTIN: General Meeting Set May 28 --------------------------------------- There will be a General Meeting of the Members of the Jean and Martin Pallant Limited Company on May 28, 2004 at 10:30 a.m. It will be held at the offices of Wilder Coe, Southgate House, St George's Way, Stevenage, Hertfordshire SG1 1HG. The purpose of the Meeting is to lay before the Members how the winding up of the Company has been conducted. Members who want to be represented at the Meeting may appoint proxies. Proxies must be lodged at 12th Floor, Southgate House, St George's Way, Stevenage, Hertfordshire SG1 1HG not later than 12:00 noon, May 27, 2004. CONTACT: WILDER COE 12th Floor Southgate House, St George's Way, Stevenage, Hertfordshire SG1 1HG Contact: N Cowan, Joint Liquidator MRC MANAGEMENT: In Administrative Receivership ---------------------------------------------- Name of Company: MRC Management Services Limited Registered Office: 50 Newhall Street, Birmingham B3 3QE Registered Number: 4073785 Nature of Business: Retail Refurbishment Administration Order Made: April 13, 2004 Court: Birmingham Administrator: SHARMA & CO 50 Newhall Street, Birmingham B3 3QE Receiver: G D Sharma (Office Holder No 9145) NEW ERA: Final Members Meeting May 25 ------------------------------------- There will be a Final Meeting of Members of the New Era Leisure Limited Company on May 25, 2004 at 10:30 a.m. It will be held at the offices of Royce Peeling Green, The Copper Room, Deva Center, Trinity Way, Manchester M3 7BG. The purpose of the Meeting is to lay before the Members the account how the winding-up of the Company has been conducted. Members who want to be represented at the Meeting may appoint proxies. Proxy forms must be submitted to Royce Peeling Green, The Copper Room, Deva Center, Trinity Way, Manchester M3 7BG not later than 12:00 noon, May 24, 2004. CONTACT: ROYCE PEELING GREEN The Copper Room, Deva Center, Trinity Way, Manchester M3 7BG Contact: R M Withinshaw, Liquidator PACIFIC MEDIA: Reports GBP13.7 Mln Group Loss for 2003 ------------------------------------------------------ Chairman's Statement As foreshadowed in our trading updates of 17th September 2003, 26th September 2003 (contained within the Interim Report), 8th December 2003, 12th December 2003 (contained within the Circular to shareholders of that date), 18th February 2004, and 14th April 2004 (contained within the Circular of that date), the year under review was again very difficult, mainly as a result of the inadequate working capital available to our core business. Further, much management time was accordingly expended in identifying new sources of funding. However, the working capital position, subject to the completion of the transaction referred to below, has now been successfully addressed and I will refer to this later in my Statement. For the financial year ended 31st December 2003 the Group made an operating loss before goodwill amortization and exceptional items of GBP7.2 million, as opposed to GBP5.6 million-loss for the previous year. As a direct result of the fall in revenues of the Group from GBP18.5 million in 2002 to GBP5.6 million for the period under review, your Board considers it prudent to make a further write down of the carrying value of the goodwill associated with TV Media of GBP2.1 million. Thus the Group loss for the financial year ended 31st December 2003 was GBP13,663,000. MediaXposure Limited, Cayman Shareholders will be aware that on 14th April 2004 Pacific Media announced that the company had signed a conditional agreement with MediaXposure (a special purpose vehicle) under which MediaXposure would invest in cash into the Group US$8 million in return for convertible loan notes. This agreement will become unconditional on 30th April 2004 provided the appropriate resolutions are passed at an Extraordinary General Meeting of the shareholders. MediaXposure has also agreed to provide firm financing facilities of US$2 million and has executed non legally binding Heads of Terms in respect of up to an additional US$10 million of finance facilities. Board changes Upon Completion of this transaction on 30th April 2004, I will be stepping down as Chairman to become a non-executive director, and Clive Ng will step down as CEO to become Executive Vice Chairman. Raymond Chang and Andre Koo, representing MediaXposure, will become respectively CEO and joint Executive Vice Chairman. Darren Shaw will join the Board as the new Executive Chairman. All the remaining directors, other than John Mathew QC, will be leaving the Board. TV Media As mentioned above, TV Media's performance during the period under review has been most disappointing, mainly as a result of inadequate working capital. However, the investment outlined above will provide the much needed funding for this operation. Sirius Retail Television Limited (SRTV) Shareholders will recall that on 21st May 2003, Pacific Media sold 100% of the share capital of SRTV to its founders, Messrs Ed Hall and Chris Horobin. At the time of acquisition in January 2003, SRTV operated 3 TV shopping channels in the U.K., which were profitable and it was forecasting considerably enhanced revenues and operating profits for its current financial year. Since April 2003 it became clear that SRTV's trading was falling considerably below forecast and a substantial amount of working capital would have been required from Pacific Media to sustain the business. The Board did not consider that it was in the shareholders' best interests to provide such working capital and accordingly came to an arrangement to sell back SRTV to its founders as announced in May 2003. This resulted in an exceptional loss of GBP2.8 million. Bella Media Plc As previously announced in June, Pacific Media has acquired 24% of Bella Media (formerly MobileFuture Plc). The activities of this company now consist of the development, construction and ownership of large format IMAX destination theatres to be located within well-established, recreational or cultural locations in the U.S. and potentially China, Europe and Latin America; also, the creation of documentary films to be shown at these and other IMAX cinemas and to be sold to TV networks around the world. The Board considers this investment is an exciting opportunity and is confident that the experienced management team of Bella Media supported by Edgar Bronfman Snr as its Deputy Chairman, will produce significant returns over time for its shareholders. Outlook Your current Board has always had great faith in the potential of our core business, TV Media. It is delighted to have identified a significant investor who not only shares this belief, but also has an experienced local management team based in Hong Kong. Your Directors believe strongly that this combination of fresh working capital and new management will provide every opportunity for TV Media to fulfill this potential and prosper. I should like to thank most sincerely those directors who are leaving for all their strenuous and ceaseless efforts on the Company's behalf. Equally, I would like to wish the new management every possible success for the future. The restoration of the ability of TV Media to regain its market position and to resume its expansion, is exciting indeed. Finally, I would also like to thank all our staff for their loyalty and hard work throughout a turbulent year. The company's financial statements are available free of charge at: http://bankrupt.com/misc/PacificMedia_2003.htm CONTACT: PACIFIC MEDIA Emmanuel Olympitis, Executive Chairman Phone: 020 7235 9686 James Horsman Phone: 020 7344 1200 PPL THERAPEUTICS: Reports GBP16.5 Million Full-year Net Loss ------------------------------------------------------------ PPL Therapeutics plc is pleased to report preliminary results for the year ended 31 December 2003. The year ended 31 December 2003 has been the most challenging in PPL's history. The critical event of the year took place on 18 June 2003 when PPL and Bayer Biological Products ('Bayer') announced a decision to put their recombinant Alpha-1- Antitrypsin ('recAAT') development program on hold. In the light of this decision, PPL announced a restructuring of its business which was focused on significantly reducing cash burn, while preserving the value of PPL's tangible and intellectual assets. By the end of the half-year, the burn had been reduced from GBP0.6 million per month to approximately GBP0.25 million per month, with a corresponding headcount reduction from 161 to 55 staff. This process continued in the second half of 2003, when cash burn was reduced to GBP0.2 million per month with staff numbers at the end of the year having been reduced to 35. Following recent asset disposals including the sale of its farm in New Zealand staff numbers have been further reduced to four. In parallel with the restructuring, the board of PPL at that time consulted with major shareholders to explore the options available to the Company, namely: the restructuring of its business around its Fibrin I technology and the acquisition or in-licensing of complementary intellectual property; the sale of PPL's business and assets; the outright sale of the Company, or the orderly winding up of the Company by way of a members' voluntary liquidation. Following this consultation process the Board decided to proceed with an orderly sale of the business and assets of the Company, in order to maximize the short-term value of its assets for the benefit of all shareholders, while also proceeding with the potential sale of the Company and investigating the value that could be achieved under a members' voluntary liquidation. The Board was downsized to reflect this decision and the Board has been managing the sales process with assistance from KPMG Corporate Finance. This process resulted in the announcement made on 4 March 2004 that the Independent Committee (comprising the Company's non- executive directors) was in exclusive discussions with the executive directors of the Company regarding a proposal under which 5.5 pence per share in cash would be returned to shareholders by way of a scheme of arrangement and the Company would be de-listed and become wholly owned by the executive directors. On 8 March 2004 the Independent Committee announced that they were not proceeding with the Proposal as it was not clear that it would receive the necessary support from shareholders. On 22 March 2004 the Board announced it was in preliminary discussions with a third party which may or may not lead to an offer for the Company and since that date another party has indicated interest in acquiring the Company. Discussions with both these parties continue and the Company will provide a further update for shareholders as soon as is practicable on the outcome of these discussions. Asset Sales A program of asset sales to convert assets no longer required for the operation of the business into cash for the benefit of shareholders began in September 2003 and the Company has held discussions with a large number of parties in this regard. Between September 2003 and 31 December 2003 the aggregate gross proceeds from asset sales amounted to approximately GBP1.2 million. These asset sales included: (a) The disposal of the Group's in-licensed rights to the Roslin Institute's nuclear transfer patents and the related know- how to Exeter Life Sciences, Inc. for gross cash consideration of approximately GBP760,000; (b) The sale of pilot plant equipment by way of an auction realized gross cash proceeds of approximately GBP169,000; and (c) The sale of Dolphinstone Farm for gross cash proceeds of approximately GBP242,000. Since 31 December 2003, the Company has announced the completion of the under noted disposals generating in aggregate approximately GBP4.45 million of cash (before professional and other selling costs amounting to approximately GBP0.19 million): (a) The sale of the Group's U.K. office and laboratory building at Roslin together with the related ground lease and certain items of laboratory equipment for gross cash proceeds of approximately GBP1,238,000; (b) The public auction of certain items of laboratory equipment from its research facility in the U.K. for aggregate gross proceeds of approximately GBP192,000; (c) The sale of farm land and buildings at St Clements Wells Farm, East Lothian, Scotland, for gross cash proceeds of approximately GBP657,000; (d) The sale of data, pre-clinical and clinical results and other information generated during the recBSSL development program to Arexis AB for gross cash proceeds of GBP140,000; (e) The disposal of a license on gene targeting to Exeter Life Sciences, Inc. for gross cash proceeds of approximately GBP80,000; (f) The sale of the PPL's shareholding in Revivicor Holdings Inc for gross cash proceeds of approximately GBP213,000; (g) The sale of the Group's farmland, buildings and certain items of farm equipment at East Mains Farm. East Lothian, Scotland for gross cash proceeds of approximately GBP800,000; and (h) The sale of the Group's farm in New Zealand for approximately GBP1,130,000 Review of Products Fibrin I PPL's Fibrin I has the potential to be a leading product amongst surgical sealants and haemostats. These products are used to stop bleeding during surgery or seal tissue such as lung in order to prevent fluid or air leaks. The current generation of fibrin sealants has multiple active ingredients that have to be mixed for up to twenty minutes before use or stored frozen. This is clearly not convenient for surgeons who ideally want a sealant that is ready to use whenever they need to seal tissue or stop blood loss. PPL's Fibrin I is based on a fibrin monomer which is applied directly to tissue along with a neutralizing buffer where it immediately polymerizes to form a clot and seal the tissue. PPL has in development a ready to use liquid formulation which would enable surgeons to store and use Fibrin I directly from the refrigerator. On 19 June 2003 PPL announced that it had signed non-binding Heads of Agreement with Instituto Grifols S.A. (a subsidiary of Probitas Pharma) to manufacture Fibrin I using Grifols plasma derived fibrinogen. Grifols is one of the leading plasma fractionators in the world, and a supplier of FDA approved products in the U.S., with a fully GMP compliant manufacturing facility. recAAT recAAT was in development in collaboration with Bayer Biological Products (Bayer) to address the supply constraints that restrict the availability of plasma derived AAT therapy to patients that could benefit from it. The product was being developed for hereditary emphysema and cystic fibrosis. Following the decision on 18 June 2003 to place the recAAT development program on hold, Bayer and PPL began negotiating a new agreement to replace the arrangements that existed at that time. On 13 February 2004, Bayer and PPL announced the signing of a Termination and License Agreement (TLA). The TLA provides for the termination of all previous arrangements between Bayer and PPL. Under the TLA, Bayer BP gains access to the intellectual property necessary to restart the recAAT project at a later date for congenital deficiency, cystic fibrosis or chronic obstructive pulmonary disease, by means of royalty-free licenses to the relevant patents and know-how and the assignment of certain agreements. PPL retains the rights to the intellectual property for recAAT in fields other than congenital deficiency, cystic fibrosis and chronic obstructive pulmonary disease. Bayer BP and PPL release each other from all obligations and liabilities under the previous arrangements. PPL now has no development, manufacturing or financial commitments to the recAAT program. recBSSL PPL's development program for recBSSL has been terminated. On 10 February 2004, PPL announced it had entered into unconditional agreements to dispose of data, results and other information generated during the recBSSL development program to Arexis AB for a consideration of GBP140,000. In advance of this disposal to Arexis, the recBSSL Collaboration Agreement that had existed between PPL and AstraZeneca was terminated. Financial Review In the year under review, income (including grants and the sale of IP) remained constant at GBP1.2 million (2002: GBP1.2 million). Expenditure on Research and Development was GBP7.3 million (2002: GBP10.7 million). Administration expenses were GBP2.8 million (2002: GBP3.6 million). The number of employees decreased to 35 at the year end (2002: 188) as staff numbers were reduced following the restructuring undertaken as a result of the decision to put the recAAT program on hold. Net interest income was GBP0.2m (2002: GBP0.6m) A tax credit of GBP0.8m (2002: GBP1.4m) has been recognized, in respect of research and development, which should be recoverable in 2004. The group received a tax credit in June 2003 of GBP1.5 million in relation to the 2002 tax year. The net loss for the year after taxation was GBP16.5 million (2002: GBP18.6 million). Capital expenditure for the year was GBP0.1 million (2002: GBP0.3 million). The cash outflow for the year, before management of liquid resources and financing, was GBP7.1 million (2002: GBP10.4 million). The Group's cash and short term deposit balances at 31 December 2003 were GBP5.3 million (2002: GBP14.5 million). Net assets at 31 December 2003 were GBP8.4 million (2002: GBP24.8 million). http://bankrupt.com/misc/PPL_2003.htm CONTACT: PPL THERAPEUTICS PLC Chris Greig, Chairman Lindsay Dunsmuir, Chief Financial Officer Phone: 0131 440 4777 Alistair Mackinnon-Musson Philip Dennis Hudson Sandler Phone: 020 7796 4133 E-mail: ppl@hspr.co.uk REAL DOUGH: Hires P & A Partnership Administrator ------------------------------------------------- Name of Company: The Real Dough Company Limited Nature of Business: Bakers Registered Office: 93 Queen Street, Sheffield S1 1WF Trade Classification: 04 Date of Appointment: April 20, 2004 Administrative Receiver: THE P&A PARTNERSHIP 93 Queen Street, Sheffield S1 1WF Receivers: Philip Andrew Revill Andrew Philip Wood (IP Nos 6421, 9148) ROCKLANDS LIMITED: Bostyne Services Appoints Receiver ----------------------------------------------------- Name of Company: Rocklands Limited Reg No 03036287 Nature of Business: Knitwear Manufacturers and Wholesalers Date of Appointment of Joint Administrative Receivers: April 21, 2004 Name of Person Appointing the Joint Administrative Receivers: Bostyne Services Ltd. Joint Administrative Receivers: MOORE STEPHENS CORPORATE RECOVERY 3-5 Rickmansworth Road, Watford, Hertfordshire WD18 0GX Receivers: Steven Draine David Rolph (Office Holder Nos 8866, 5930) SEASTRUCTURES LIMITED: Unsecured Creditors to Meet May 12 --------------------------------------------------------- There will be a Meeting of the unsecured Creditors of the Seastructures Limited on May 12, 2004 at 11:00 a.m. It will be held at The Duke of Cornwall Hotel, Millbay road, Plymouth PL1 3LG. Creditors who want to be represented at the Meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to KPMG LLP, Plym House, 3 Longbridge Road, Marsh Mills, Plymouth not later than 12:00 noon, May 11, 2004. CONTACT: KPMG LLP Plym House, 3 Longbridge Road, Marsh Mills, Plymouth S R M D LIMITED: Names Wilkins Kennedy Administrator ---------------------------------------------------- Name of Company: S R M D Limited Nature of Business: Market Research Registered Office: 5th Floor, Hope House, 45 Great Peter Street, London SW1P 3LT Trade Classification: 7413-Market Research Date of Appointment: April 14, 2004 Administrative Receiver: WILKINS KENNEDY Gladstone House, 77-79 High Street, Egham, Surrey TW20 9HY Receiver: Keith Aleric Stevens (IP No 8065) WILKINS KENNEDY Risborough House, 38-40 Sycamore Road, Amersham, Buckinghamshire HP6 5DZ Receiver: Stephen Peter Grant (IP No 8935) SYNIGENCE PLC: Proposed Voluntary Arrangement Approved ------------------------------------------------------ Company Voluntary Arrangement The Company announced on Thursday that meetings of the Company's Creditors and Shareholders held on 27 February 2004 approved proposals by the Administrator, Antony Batty & Co, for a Company Voluntary Arrangement (CVA). Under the CVA any cash received by the Company following a sale of assets, and from collections of debts or claims, will be made available for the preferential Creditors, who will also receive 1 New Ordinary Share of 2p for every GBP1.55 debt owed. Unsecured Creditors will receive 1 New Ordinary Share of 2p for every GBP1.55 debt owed. Based on a estimate of GBP3.1 million owed by the Company, it is anticipated that Creditors will be issued with 1,991,250 New Ordinary Shares of 2p each following the capital reconstruction referred to below, representing approximately 69% of the Company's share capital following the issue of shares to creditors but prior to the issue of shares pursuant to the placing referred to below. Mr. Antony Batty, of Antony Batty & Co, has been appointed Supervisor of the CVA, and will be seeking his release from his position as Administrator. Capital Reconstruction The Company further announces that at an Extraordinary General Meeting of the Company held on 27 February 2004 called inter alia pursuant to Section 142 Companies Act 1985 (serious loss of capital) a resolution was passed (inter alia). (a) To consolidate the Company's issued 2.5p shares into 1 share of GBP2.50 and then to sub divide such share into 1 New Ordinary Share of 2p and 1 New Deferred Share of GBP2.48; to convert the Company's unissued 2.5p shares into New Ordinary Shares of 2p; (b) To authorize the Directors to issue and allot the whole of the Company's unissued share capital, and to authorize them to allot such unissued share capital free from the statutory pre emption rights. New Board The Company announced that Peter Redmond and Peter Holmes were appointed to the Board on 27 February 2004, and that the other board members, being Messrs A Thompson, K Bushnell, N Boardman, J Carroll, Dr C Bird and S Elting, resigned as directors confirming they had no claims against the Company save under the CVA. Mr. James Butterfield was appointed Company Secretary. Peter Redmond (55) Peter Redmond has almost 20 years' experience in corporate finance and venture capital, including IPO's, reverse takeovers, mergers and acquisitions, corporate reconstructions and fundraisings. He has assisted a number of failed companies through corporate reconstruction and recapitalization and subsequently to acquire a new business or new direction. He is at present a director inter alia of Merchant House Group Plc, Future Internet Technologies Plc, Fortfield Investments Plc, BWA Group Plc and Weatherly International Plc, all of whose shares are admitted to trading on AiM. Peter Holmes (37) Peter Holmes is a member of the Chartered Institute of Management Accountants, and has gained extensive experience as an accountant in a range of industries including furniture manufacturing, building contracting, house building, telecoms, healthcare software and public relations. He has been actively involved in a number of acquisitive public companies in his capacity as Financial Director of Lupus Capital Plc, Voyager 2000 Plc and Cater Barnard Plc. He now holds various private and public company directorships, both in executive and non-executive functions, including IMS Maxims plc and Optimisa Plc, both of whose shares are admitted to trading on AiM. Results for the Year ended 31 December 2002 and for the period ended 30 June 2003 The Company's audited report and financial statements for the year ended 31 December 2002 and unaudited interim results for the six months ended 30 June 2003 have been announced. New Fundraising The Company announces a placing of 5 million New Ordinary Shares of 2p to raise GBP100,000 before expenses (GBP97,000 after expenses) for the Company to provide new working capital for the Company, conditional on restoration of the Company's shares to trading on AiM. Trading in the Company's Shares on AiM It is expected that trading in the Company's shares on AiM will be resumed on 4 May 2004. Results for the year ended 31 December 2003 It is anticipated that the results for the year ended 31 December 2003 will be available and sent to shareholders shortly together with notice of an Annual General Meeting. Future Plans The Board intends to identify a company or business to acquire by way of a reverse takeover. Ahead of or simultaneous with such an acquisition, it is likely that further funds will be raised to give the Company greater substance and to increase its attractions as a shell. The following information falls to be disclosed pursuant to Rule 15 of the rules of the Alternative Investment Market. In addition to directorships of the Company, the directors hold or have held in the past five years the following directorships: Peter Redmond Current directorships: Merchant House Group Plc Merchant Capital Plc Future Internet Technologies Plc BWA Group Plc Weatherly International Plc Fortfield Investments Plc Stratus Holdings Plc Past Directorships: Catalyst Corporate Consultants Ltd Peter Holmes Current directorships: Exchange Developments Limited Optimisa Plc Burnstop (U.K.) Limited Shipley James Ltd. Ideal Innovations Ltd Campbells Estate Agents Ltd. Campbells Group Limited Campbells Financial Limited Campbells Rentals Limited Sports-Nav Holdings Plc Easton Holmes Corporate Services Ltd IMS Maxims Plc Past Directorships: Ski-Nav Limited Cater Barnard Plc Envesta Plc CONTACT: Peter Redmond Phone: 020 7332 2200 Peter Holmes Phone: 07786 264265 Simon Atkinson (Collins Stewart) Phone: 0207 523 8306 TALCO LIMITED: Names Moore Stephens Administrator ------------------------------------------------- Name of Company: Talco Limited Registered Office: Moore Stephens Corporate Recovery, Beaufort House, 94-96 Newhall Street, Birmingham B3 1PB Registered Number: 02508290 Nature of Business: Manufacturer of Fabricated Metal Products Administration Order Made: April 13, 2004 Administrator: MOORE STEPHENS CORPORATE RECOVERY Beaufort House, 94-96 Newhall Street, Birmingham B3 1PB Joint Administrators: Nigel Price Roderick Graham Butcher (Office Holder Nos 8778, 8834) TEC NATIONAL: Members Final Meeting Set June 9 ---------------------------------------------- There will be a Final Meeting of the Members of the TEC National Council Limited Company on June 9, 2004 at 11:00 a.m. It will be held at the offices of Grant Thornton, Grant Thornton House, Melton Street, Euston Square, London NW1 2EP. The purpose of the Meeting is to lay before the Members the account how the winding-up of the Company has been conducted. Members who want to be represented at the Meeting may appoint proxies. Proxy forms must be submitted to the offices of Grant Thornton, Grant Thornton House, Melton Street, Euston Square, London NW1 2EP not later than 12:00 noon, June 8, 2004. CONTACT: GRANT THORNTON Grant Thornton House Melton Street, Euston Square London NW1 2EP Contact: N Wood, Joint Liquidator TELEWEST COMMUNICATIONS: SEC Approves Registration Statement ------------------------------------------------------------ Further to its announcement on 27 April 2004 that it had been granted leave by the High Court of England and Wales and the Royal Court of the Island of Jersey to convene meetings of scheme creditors in relation to its financial restructuring, Telewest Communications plc announced that a registration statement relating to Telewest Global, Inc.'s offering of common stock to shareholders of Telewest in connection with the financial restructuring of the Telewest group has been declared effective by the US Securities and Exchange Commission. The Registration Statement has been filed by Telewest Global, Telewest's Delaware incorporated subsidiary that will become the holding company of the restructured Telewest group. Telewest intends to mail the related shareholders' circular and prospectus to shareholders shortly. CONTACT: TELEWEST COMMUNICATION Jane Hardman, director of corporate communications Phone: 020 7299 5888 CITIGATE DEWE ROGERSON Phone: 020 7638 9571 Anthony Carlisle Phone: 07973 611888 THORPCRETE LIMITED: Hires Liquidator ------------------------------------ At an Extraordinary General Meeting of the Thorpcrete Limited Company on April 16, 2004 held at 20-24 Park Street, Selby, North Yorkshire, the subjoined Special, Ordinary and Extraordinary Resolutions to wind up the Company were passed. John Russell and Brian S Creber of 93 Queen Street, Sheffield S1 1WF have been appointed the Joint Liquidators of the Company for the purpose of such winding-up. CONTACT: John Russell, Liquidator Brian S Creber, Liquidator 93 Queen Street, Sheffield S1 1WF TI AUTOMOTIVE: Rated 'BB-' on Below-average Business Profile ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB-' long-term corporate credit rating to U.K.-based automotive supplier TI Automotive Ltd. (TI Auto). The outlook is stable. At the same time, Standard & Poor's assigned its 'BB' long-term rating to the proposed GBP150 million ($268 million) tranche C of the company's senior secured bank facility. The rating is one notch above the corporate credit rating indicating a high expectation of full recovery of principal in the event of a default. "The ratings reflect TI Auto's below-average business profile and the highly competitive and cyclical nature of the global automotive supply industry, as well as the company's meaningful exposure to the 'big three' auto manufacturers in the U.S. and aggressive financial profile," said Standard & Poor's credit analyst Bob Ukiah. "These factors are tempered by the group's position as a leading provider of automotive fuel storage and delivery systems and fluid carrying systems, allied to its broad product coverage in its market segment." TI Auto is expected to deleverage over time through profit improvements and debt repayments, despite the uncertain industry outlook. CONTACT: STANDARD AND POORS RATING SERVICES Analyst E-mail Addresses bob_ukiah@standardandpoors.com martin_amann@standardandpoors.com CorporateFinanceEurope@standardandpoors.com WELCH GLAZING: Members General Meeting Set June 7 ------------------------------------------------- There will be a General Meeting of the Members of the Welch Glazing (Elland) Limited Company on June 7, 2004 at 10:00 a.m. It will be held at the offices of Begbies Traynor, Elliot House, 151 Deansgate, Manchester M3. The purpose of the Meeting is to lay before the Members how the winding-up of the Company has been conducted. Members who want to be represented at the Meeting may appoint proxies. CONTACT: BEGBIES TRAYNOR Elliot House 151 Deansgate, Manchester M3 ********* 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. 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