TCREUR_Public/040614.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, June 14, 2004, Vol. 5, No. 116

                            Headlines

F I N L A N D

M-REAL CORPORATION: Hannu Anttila to Replace Retiring CEO
M-REAL CORPORATION: U.S. Class Suit Adds to E.U. Antitrust Woes


F R A N C E

ALCATEL: Inks New Deal with Russia's Rising Mobile Phone Company
ALCATEL: Hooks up with China's No.1 Online Game Operator
BSN GLASSPACK: Owens-Illinois Buyout Passes Antitrust Review
EURO DISNEY: Opens Restructuring Plan to Workers' Critique
TITUS INTERACTIVE: Chances of Escaping Liquidation Slim


G E R M A N Y

KABEL DEUTSCHLAND: EUR700 Mln Notes Rated Below-investment Grade
KABEL DEUTSCHLAND: Long-term Corporate Credit Rated 'BB-'
PRIMACOM: Shareholders Reject Management-backed Rescue Plan


I R E L A N D

ELAN CORPORATION: Signs Major Manufacturing Deal with Lilly


N E T H E R L A N D S

ROYAL SHELL: Releases Supplements to 2003 Annual Report
ROYAL SHELL: Advised to Leave Nigeria Within Five Years


R U S S I A

AGRO-FIRMA: Kurgan Court Appoints Insolvency Manager
AGRO-PROM-KHIMIYA: Court Sets July 13 Hearing
ENERGY SAVING: Under Bankruptcy Supervision Procedure
MASHINO-STOITEL: Succumbs to Bankruptcy
PHOSPHORUS: Public Auction of Properties Set July 15, 19

ROSTOV-COAL: Selling RUB2.2 Bln Worth of Properties June 15
TEPLO-OGAREVO-SELKHOZ: Deadline for Proofs of Claim August 2
TYUMEN-PROM-STROY: Bankruptcy Procedure Begins
YUKOS OIL: Ex-CEO's Lawyer Faces Disbarment


S L O V A K   R E P U B L I C

SLOVENSKE ELEKTRARNE: Fitch Releases Latest Credit Report


U K R A I N E

CENTER-COAL: Court Prescribes Bankruptcy Proceedings
EFA VM: Zhitomir Court Appoints Insolvency Manager
MARKROS: Insolvent Status Confirmed
MAZHARKA: Undergoes Bankruptcy Supervision
NEDRIGAJLIV RAJAGROBUD: Deadline for Proofs of Claim Set June 28

ORBITA: Under Bankruptcy Supervision Procedure
POLISSKE ERECTION: Zhitomir Court Appoints Insolvency Manager
POSTUP LTD.: Zhitomir Court Appoints Liquidator
PROMIS: Under Bankruptcy Supervision Procedure
STV-AVIA: Proofs of Claim Deadline June 27

UDYANSKE: Under Bankruptcy Supervision Procedure
UKRAINA: Declared Insolvent
VESTAS: Deadline for Proofs of Claim Set June 28
VIA: Declared Insolvent
VITAL: Kyiv Court Appoints Insolvency Manager


U N I T E D   K I N G D O M

ACCIDENT CLAIM: Creditors Meeting Set June 22
AIM UNDERWRITING: In Administrative Receivership
AVS FENCING: Hires Hurst Morrison Thomson Administrator
BANKS & SILVERS: Names PricewaterhouseCoopers Liquidator
BERKSHIRE METAL: Creditors Meeting Set June 24

BERNSTEIN GROUP: Meeting of Creditors Set June 23
BOBBY BROWNS: Calls in Liquidators from Begbies Traynor
B.S.R.D LIMITED: Names Deloitte & Touche Liquidator
CANARY WHARF: Founder Helps Brascan Raise Shareholding to 26.5%
CARNBROOK LIMITED: Calls in Liquidator

C BARTHOLOMEW: Sets General Meeting July 14
CHAINKEEP LIMITED: Special Winding up Resolution Passed
CORK INTERNATIONAL: Receivers Opt for Liquidation
EMI GROUP: Posts 2004 Report, Other Key Documents at U.K.L.A.
GAMBLE MANUFACTURING: Names Grant Thornton Administrator

HENLYS GROUP: Blue Bird Outsources Coating Services
HENLYS GROUP: Restructuring to Wipe out Share Value
HHG PLC: Chairman Defends Board Structure at AGM
HHG PLC: Shareholders OK All but One AGM Resolution
INVENSYS PLC: Seals US$560 Million Sale of Powerware

JOHN HOLT: Winding up Resolutions Passed
LONDON MARRIAGE: Appoints Rothman Pantall Administrator
MADOC HOTEL: Names Begbies Traynor Administrator
MELBOURN ASSOCIATES: Hires Receivers from Numerica
N C SOFT: Names Receivers from Begbies Traynor

POLIGHT TECHNOLOGIES: Calls in Liquidator
SKYEPHARMA PLC: To Present at June 17 Biotech Conference
THOMAS COOK: First-half Sales Help Reduce Losses to EUR302.6 Mln
VICTRIX LIMITED: Hires Liquidator from Citreon Wells
WELCOME BREAK: Ratings Withdrawn Following Notes Redemption


                            *********


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F I N L A N D
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M-REAL CORPORATION: Hannu Anttila to Replace Retiring CEO
---------------------------------------------------------
The Board of Directors of M-real Corporation on Thursday
appointed Hannu Anttila, 49, President and CEO.  But before he
can assume this post, he will serve as senior executive vice
president beginning July 1 until October 1, when he will be
elevated to chief operating officer.  He will replace outgoing
President and CEO Jouko M. Jaakkola on January 1.

Mr. Anttila has previously worked as CFO of Metsa-Serla
Corporation, Senior Executive Vice President of Metsa-Botnia and
as CEO of Metsa Tissue Corporation.  He has been Senior Vice
President, Finance & Control of Metsaliitto Group since May 1,
2003.

M-REAL CORPORATION
The Board of Directors

                            *   *   *

In May, Standard & Poor's Ratings Services revised its outlook
on M-real Corporation to negative from stable.  At the same time
Standard & Poor's affirmed its 'BB+' long-term and 'B' short-
term credit ratings on the Finland-based forest products company
and its 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:  M-REAL CORPORATION
          Jouko M. Jaakkola
          President and CEO
          Phone: +358 10469 4118

          Hannu Anttila
          Metsalittto Group's Senior Vice President,
          Finance & Control
          Phone: +358 10 469 4260


M-REAL CORPORATION: U.S. Class Suit Adds to E.U. Antitrust Woes
---------------------------------------------------------------
M-real continues its actions to respond to the competition
authority investigations, which include the inspections made to
the group's premises in Finland.  M-real has appointed the law
firm Herbert Smith to review the documents, which were handed
over to the competition authorities in connection with the
inspections, and to assist the company in internal
investigations.

M-real has been informed that a class action complaint has been
filed against the company in the United States, like against
other paper manufacturers.

M-REAL CORPORATION
Corporate Communications

CONTACT:  M-REAL CORPORATION
          Jouko M. Jaakkola
          President and CEO
          Phone: +358 10 469 4118


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F R A N C E
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ALCATEL: Inks New Deal with Russia's Rising Mobile Phone Company
----------------------------------------------------------------
Alcatel (Paris: CGEP.PA and NYSE: ALA) signed a new contract
with CJSC Nizhegorodskaya Cellular Communication (NCC), one of
the leading regional mobile operators in Russia, to extend the
operator's GSM network.  This project, to be completed in August
2004, will provide a higher quality of service to the existing
500,000 subscribers in the Privolzhsky Federal region and
notably in two main cities of this area.

This announcement was made on the occasion of an official
ceremony held to commemorate the 10th anniversary of the first
GSM call in Russia.  The first GSM deployment in Russia was made
possible by the cooperation between Alcatel and NCC, which began
in 1993 with a contract for the delivery of Alcatel's base
stations and switching systems in the Nizhny Novgorod region.

The new contract complements a previous contract won in March
2004 with NCC and for which Alcatel will deliver and
operationalize its industry-leading Evolium global mobile
solutions including Base Station Subsystem and Network Sub-
System.

Mikhail Petrov, general director of NCC commented, "From the
very first contract in 1993 we have partnered with Alcatel on
numerous projects to develop GSM infrastructure in the Nizhny
Novgorod region.  Implementation of this new project will allow
us to further extend our network and offer a competitive quality
of communication to our customers."

Johan Vanderplaetse, Alcatel Russia CSO and vice-president CIS
(Commonwealth of Independent Stages) added, "We are glad to
continue our long-standing cooperation with NCC, whose
impressive development is a perfect example of changes taking
place in the fast-growing Russian mobile market.  Alcatel's
technological expertise together with its worldwide and local
experience contributes to the further penetration of the Russian
mobile communications market."

The multi-standard architecture of the Evolium mobile network
solutions allows seamless introduction of new mobile
capabilities such as EDGE and UMTS on existing Evolium powered
networks, thus allowing the operator to accelerate the
deployment of enhanced mobile multimedia services.

Alcatel's presence in the Russian Federation is steadily
evolving with equipment being currently installed in more than
30 cities.  Today, Alcatel is the leading supplier for Russian
telecom infrastructure.

About NCC

OAO Nizhegorodskaya Cellular Communication (NCC) is one of the
largest regional mobile operators in Russia and a leading
operator in the Nizhniy Novgorod region.  OAO Nizhegorodskaya
Cellular Communication, the first GSM operator in Russia, was
founded in 1993.  It provides mobile services to companies and
individual users on the territory with a total population of
more than 3.4 million people.  As of June 2004, NCC subscribers
numbered more than 500,000.  For more information, visit
http://www.ncc.nnov.ru.

About Alcatel

Alcatel provides communications solutions to telecommunication
carriers, Internet service providers and enterprises for
delivery of voice, data and video applications to their
customers or to their employees.  Alcatel leverages its leading
position in fixed and mobile broadband networks, applications
and services to bring value to its customers in the framework of
a broadband world.  With sales of EUR12.5 billion in 2003,
Alcatel operates in more than 130 countries.


ALCATEL: Hooks up with China's No.1 Online Game Operator
--------------------------------------------------------
Alcatel (Paris: CGEP.PA and NYSE: ALA) and Shanda Networking
Company Limited, China's largest online game operator, signed a
Memorandum of Understanding (MoU) to jointly develop integrated
broadband solutions for telecom service providers in China.  The
first of its kind in China, the partnership is established to
drive the development of broadband entertainment services in
this fast-growing broadband market.  The MoU was signed through
Alcatel Shanghai Bell, Alcatel's flagship Chinese company.

Under the agreement, Alcatel will sell its market-leading
Digital Subscriber Line (DSL) solution in combination with
Shanda's latest online gaming suite to deliver a total broadband
offer to telecom service providers in China.  Alcatel will also
provide consultancy to service providers in marketing the gaming
applications to end-users.  Service providers will thus be able
to generate new revenue sources and increase their market share,
while meeting the increasing end-user demand for broadband
entertainment services.

"The impressive growth of broadband subscribers in China
presents huge opportunities for service providers.  Alcatel,
with its leading position in DSL market worldwide and in Asia
Pacific, is committed to partnering with major industry players
to provide technically and economically viable broadband
solutions to our customers," said Michel Rahier, chief operating
officer of Alcatel's fixed communications activities.  "The
cooperation with Shanda represents a significant step along the
way to our goal of helping service providers deliver broadband
services through innovative partnerships."

Chen Tianqiao, Chairman and CEO of Shanda Networking Interactive
Entertainment, added, "Alcatel is a recognized leader and
pioneer in broadband.  We are confident that the partnership
will combine the strong brand image and core competencies of
both companies to bring significant benefits to the service
providers and the broadband industry in China."

According to forecasts from China's Ministry of Information
Industry, the broadband market in China is expected to exceed 10
million subscribers in 2004.  Alcatel now holds the No.1
position in the DSL market in all regions in the world.
According to latest data from telecommunications industry
analyst firm Dell'Oro Group, Alcatel today has a cumulative
market share of 37.6% and a cumulative total of nearly 45
million DSL lines shipped.

About Shanda Networking

Shanda Networking, an affiliate of Shanda Interactive
Entertainment Limited, is the largest operator of online games
in China, offering a portfolio of online games that are licensed
from third parties and that are developed in-house.  The games
that Shanda offers include The Legend of Mir II, which is the
most popular online game in China according to users surveyed by
International Data Corporation (IDC), The World of Legend, which
is Shanda's leading in-house developed game, and BNB, which was
the highest ranked casual game in IDC's survey of the top ten
most popular online games in China in 2003.  Shanda is
headquartered in Shanghai, China.  For more information, visit
http://www.shanda.com.cn.

About Alcatel Shanghai Bell

Alcatel Shanghai Bell is the first foreign-invested company
limited by shares in the telecommunications sector in China,
with Alcatel holding 50%+1 shares and Chinese shareholders
holding the remainder.  The multi-billion-dollar telecom
technology leader delivers end-to-end telecommunications
solutions and high-quality services, covering the fixed, mobile
networking, broadband access, intelligent optical networking,
multimedia solutions and network applications.  It also has a
key international R&D center with full access to Alcatel's
global technology pool, developing original technology for use
in China and export to Alcatel's customers worldwide.  With
6,500 employees, an advanced manufacturing center, and the most
extensive sales and support network in China, it is the only
company capable of meeting the global needs of Chinese
customers.  For more information, visit http://www.alcatel-
sbell.com.cn.


BSN GLASSPACK: Owens-Illinois Buyout Passes Antitrust Review
------------------------------------------------------------
Owens-Illinois, Inc. received approval from the European
Commission for its previously announced acquisition of BSN
Glasspack, S.A.  This is the final required regulatory approval.
The Company expects to close this transaction within the next
two weeks.

In order to enable the Commission to clear the deal after the
initial 6-week market investigation, O-I committed to divest the
Barcelona, Spain, glass plant it is purchasing as part of this
transaction and the Corsico, Italy glass plant currently owned
by O-I.

Steve McCracken, Owens-Illinois Chairman and Chief Executive
Officer, said, "We are pleased to have this resolution of the
Commission's regulatory review process.  This is an important
milestone for Owens-Illinois in our transformation to being a
great global company.  BSN is an excellent company with
excellent people and we look forward to working with them in
building a strong market-oriented O-I Europe."

"Even with the divestiture of the two plants, the transaction
still makes strategic and financial sense for O-I," Mr.
McCracken said.

As previously announced on February 18 of this year, total
consideration for this acquisition is approximately EUR1.16
million (US$1.46 million)(a), including the assumption of debt.

The acquisition of BSN will make Owens-Illinois the largest
glass container manufacturer in Europe and will expand the
Company's consolidated net sales by approximately US$1.5
billion.  It will also give the Company entry into the glass
markets of Germany, France and the Netherlands, where the
Company currently does not have a manufacturing presence, and
will expand the Company's presence in Spain.

About O-I

Owens-Illinois is the largest manufacturer of glass containers
in North America, South America, Australia and New Zealand, and
one of the largest in Europe.  Owens-Illinois also is a
worldwide manufacturer of plastics packaging with operations in
North America, South America, Europe, Australia and New Zealand.
Plastics packaging products manufactured by Owens-Illinois
include consumer products (blow molded containers, injection
molded containers and closures, and dispensing systems) and
prescription containers.

About BSN

BSN is the second-largest glass container manufacturer in Europe
with 19 plants, 40 furnaces and 129 glass production lines.  BSN
supplies glass containers primarily for wine and spirits, other
beverages including beer, and specialty food products.
Headquartered in Paris, BSN has approximately 6,400 employees
with manufacturing facilities in France, Germany, Spain and the
Netherlands.


EURO DISNEY: Opens Restructuring Plan to Workers' Critique
----------------------------------------------------------
Euro Disney S.C.A. management presented to the Workers' Council
the main terms of the Memorandum of Agreement concerning the
proposed financial restructuring that was announced on Thursday.
Management informed the Workers' Council that the aim of this
proposed financial restructuring is to provide the Company with
resources for its long-term growth strategy and advised the
Workers' Council that no redundancy plan was contemplated.

Andre Lacroix, Chairman and Chief Executive Officer said: "Euro
Disney expects the Workers' Council to work with their expert
and with management to formulate a constructive opinion.  Euro
Disney has played an important role in the economic development
of the Department of Seine-et-Marne as well as in Ile-de-France
tourism.  The proposed financial restructuring announced
provides a strong platform for the growth of Disneyland Resort
Paris, the number one tourist destination in Europe."

                            *   *   *

Euro Disney S.C.A. and its subsidiaries operate Disneyland
Resort Paris which includes: Disneyland Park, Walt Disney
Studios Park, seven themed hotels with approximately 5,800 rooms
(excluding 1,576 additional third-party rooms located on the
site), two convention centers, Disney Village, a dining,
shopping and entertainment center, and a 27-hole golf facility.
The Group's operating activities also include the management and
development of the 2,000-hectare site, which currently includes
approximately 1,000 hectares of undeveloped land.  Euro Disney
S.C.A.'s shares trade in Paris (SRD), London and Brussels.

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
          E-mail: sandra.picard@disney.com
          Web site: http://www.eurodisney.com
          Code ISIN: FR0000125874 Code Reuters: EDL.PA
          Sicovam: 12 587 Code Bloomberg: EDL FP


TITUS INTERACTIVE: Chances of Escaping Liquidation Slim
-------------------------------------------------------
The Meaux commercial court placed French video-games company
Titus Interactive into administration or in the French's
insolvency lingo "redressment judiciare."

The court will review the finances of the company and its French
subsidiaries, distributor Avalon France and developer Sofra
Games, to see if the firm can still escape liquidation.  This
process usually results to wholesale disposal of assets.  An
abstract of a La Tribune report by Europe Intelligence Wire
quoted an analyst saying only the company's U.S. subsidiaries
Avalon Interactive and Interplay have any value.  The company
has already sold franchises.

Shares in Titus have been suspended on the Paris exchange
pending the court's review.  Observers expect to see a
resolution in early October.  Titus Interactive is required to
submit a restructuring plan by September 6.

Titus Interactive's sales dropped 19% to EUR34.2 million during
the first three quarters of its 2003/2004 fiscal year.  It has
less than 200 employees after shedding almost 500 of its 680
workforce.


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G E R M A N Y
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KABEL DEUTSCHLAND: EUR700 Mln Notes Rated Below-investment Grade
----------------------------------------------------------------
Cable company Kabel Deutschland is offering EUR700 million
(US$850 million) of bonds with speculative-grade ratings later
this month, Bloomberg News reports.

The debt, 10-year notes rated 'B+' by Fitch Ratings and 'B3' by
Moody's, will be offered both in the local currency and in U.S.
dollars.  Kabel plans to use the proceeds of the offering to pay
debt incurred in relation to its leveraged buyout last year.
The 'B+' ratings of Fitch has a stable outlook, partly owing to
the company's predictable cash flows that can help offset the
risk of subscriber losses, said Albert Hofman, a Fitch analyst
based in London, according to the report.

Kabel plans a further EUR875 million bond offering later in the
year, the company's offer document accessed by Bloomberg said.
This time proceeds will be used to help refinance debt relating
to its planned acquisition of three cable companies in Germany.


KABEL DEUTSCHLAND: Long-term Corporate Credit Rated 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services on Thursday assigned its
'BB-' long-term corporate credit rating to German cable TV
operator Kabel Deutschland GmbH.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' debt rating
to Kabel Deutschland's Euro- and U.S. dollar-denominated senior
unsecured notes offering for the equivalent of EUR700 million,
maturing in 2014, and its 'BB-' debt rating and '2' recovery
rating to Kabel Deutschland's senior secured bank loan of up to
EUR2.6 billion with final maturity in 2013.  The debt rating on
the bank loan is the same as Kabel Deutschland's corporate
credit rating; this and the '2' recovery rating indicate that
senior lenders can expect substantial recovery of principal
(80%-100%) in the event of a default.

Kabel Deutschland's ratings reflect the company's position as a
leading, but highly leveraged, cable TV operator in Germany.
The chief rating supports are Kabel Deutschland's stable core
analog TV revenues -- which benefit from certain utility
characteristics -- manageable capital expenditures, and positive
free cash flow generation.  The company is constrained, however,
by its high leverage, strong price regulation, and increasing
competition -- both from various technology platforms and from
Level 4 operators that own the direct access to a significant
portion of its customer base.  Kabel Deutschland's ratings are
also predicated on expectations that the interest rate on the
notes will not exceed 11%.

Critically, Kabel Deutschland's ratings factor in a prudent
business and capital expenditure strategy -- consistent with
bank loan covenants limiting capital expenditures and leverage
-- under which the company will essentially focus on improving
free cash flow generation and reducing debt, and will not
undertake any major network upgrade.

On March 20, 2004, Kabel Deutschland signed committed aggregate
facilities of up to EUR4.2 billion, including a senior secured
bank loan of up to EUR2.6 billion.  These funds have been
applied to the refinancing of outstanding debt, the payment of a
EUR275 million interim dividend to shareholders, and the pre-
funding of part of the approximately EUR2.8 billion purchase
price (including EUR140 million of transaction costs) for the
acquisitions -- agreed to by Kabel Deutschland on April 4, 2004
-- of the remaining three of the cable businesses formerly owned
by Deutsche Telekom AG: iesy Hessen GmbH & Co. KG, ish GmbH &
Co. KG, and Kabel Baden-Wurttemberg GmbH & Co. KG.  The EUR700
million-equivalent senior unsecured notes currently being
offered by Kabel Deutschland to repay bank debt are part of the
refinancing and will be complemented by a further EUR200 million
bond offering when the German regulator gives its ruling
(expected in late 2004) on the acquisitions, regardless of the
outcome.  If the acquisitions are approved, they will be funded
by drawings under the bank facilities, an additional EUR675
million notes offering, and a cash and/or equity contribution of
approximately EUR398 million by Kabel Deutschland and its
shareholders.  If they are not approved, Kabel Deutschland will
pay additional dividends of EUR625 million.  Kabel Deutschland's
prospective leverage and business risk profile following the
acquisitions would be consistent with the current ratings.

"Kabel Deutschland is expected to run a prudent business and
financial strategy consisting of defending its core analog TV
services revenues against competition, containing capital
expenditures at about EUR100 million a year, and systematically
applying free cash flow to the reduction of leverage," said
Standard & Poor's credit analyst Leandro de Torres Zabala.

"Capital-expenditure restraint and strong free cash flow
generation are therefore key rating drivers to mitigate the very
high leverage anticipated at least over the next three years."

Ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis
system, at http://www.ratingsdirect.com. It can also be found
on Standard & Poor's public Web site at
http://www.standardandpoors.com. Alternatively, call one of the
following Standard & Poor's numbers: London Ratings Desk (44)
20-7176-7400; London Press Office Hotline (44) 20-7176-3605;
Paris (33) 1-4420-6708; Frankfurt (49) 69-33-999-225; Stockholm
(46) 8-440-5916; or Moscow (7) 095-783-4017.  Members of the
media may also contact the European Press Office via e-mail:
media_europe@standardandpoors.com.

CONTACT:  STANDARD AND POOR'S RATING SERVICES
          Analysts E-mail
          leandro_detorreszabala@standardandpoors.com
          simon_redmond@standardandpoors.com
          CorporateFinanceEurope@standardandpoors.com


PRIMACOM: Shareholders Reject Management-backed Rescue Plan
-----------------------------------------------------------
Primacom will likely be liquidated after shareholders rejected
the management's proposal to sell the German cable TV operator
to creditors.

Primacom creditors, U.S. bank JP Morgan and U.S. investment
company Apollo, offered investors EUR5 million for the firm's
cable networks; but investors refused the offer at the AGM last
week, highlighting their loss of confidence in the board.

The management warned they may have to file for insolvency by
the end of June unless the plan is approved.  The board said the
company's debt is almost EUR200 million -- a declaration refuted
by the society for the protection of investors (SdK) and
Wolfgang Preuss, a shareholder with a 15% voting rights.  The
resolution of Primacom's story, though, may yet change as both
Mr. Preuss and a representative of the SdK have now joined the
supervisory board.


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ELAN CORPORATION: Signs Major Manufacturing Deal with Lilly
-----------------------------------------------------------
Elan Corporation, plc entered into a manufacturing and supply
agreement with Eli Lilly and Company under which Elan will
supplement Lilly's production of duloxetine hydrochloride
capsules beginning mid-2005.

Kelly Martin, Elan's President and Chief Executive Officer,
said, "This agreement represents a significant milestone for
Elan as it is our first large-scale manufacturing agreement with
a leading pharmaceutical company.  It represents a further
specific example of our commitment to remain focused on
execution and deliver results and value to the marketplace."

The capsule form of duloxetine will be manufactured in Elan's
Athlone, Ireland facility, a fully compliant U.S. Food & Drug
Administration/European Medicines Agency approved site.  In
2003, Elan completed a US$178 million expansion of the Athlone
site.  The campus now houses a 138,000 square foot, current Good
Manufacturing Practices (cGMP) manufacturing facility.
Financial terms of the agreement were not disclosed.

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
          Investors:
          Emer Reynolds
          Phone: 353-1-709-4000 or 800-252-3526

          Media:
          Anita Kawatra
          Phone: 212-407-5755 or 800-252-3526


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N E T H E R L A N D S
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ROYAL SHELL: Releases Supplements to 2003 Annual Report
-------------------------------------------------------
The Royal Dutch/Shell Group of Companies published its seventh
Shell Report, following the publication of the Annual Reports
and Accounts of Royal Dutch Petroleum Company and the Shell
Transport and Trading Company, p.l.c.  The Shell Report
describes Shell's financial, environmental and social
performance in 2003.

"Our belief in the need to live by our business principles and
contribute to sustainable development to deliver business value
for our shareholders has been strengthened.  We remain committed
to being transparent and open about our performance, the
failures as well as successes, which remain the Shell Report's
main goal," said Jeroen van der Veer, Chairman of the Committee
of Managing Directors of the Royal Dutch/Shell Group of
Companies.

The report continues to explore the theme of 'Meeting the Energy
Challenge' with a focus in 2003 on how to make transport more
sustainable.

Mr. van der Veer added: "Our biggest contribution to sustainable
development comes from helping provide the energy the world
needs to develop, which by 2050 could be two to three times more
than today, in cleaner and more socially responsible ways.  We
are working with partners on a wide range of options to tackle
the challenge of making transport more sustainable."

Highlights

(a) Shell sold premium fuels that improve engine performance and
    reduce emissions in more than 50 countries;

(b) Shell carried out road trials of Gas to Liquids Transport
    Fuel in three major cities;

(c) Shell is the world's biggest blender of transport biofuels.
    We have a stake in Iogen Energy, which is building a plant
    to test new technology to make bioethanol cheaper using
    waste wood and straw, with carbon emissions 90% lower than
    for conventional fuels;

(d) Shell opened the world's first public hydrogen refueling
    station (in Iceland) and three more elsewhere during the
    year;

(e) EMBARQ established in 2002 with a grant from the Shell
    Foundation, to encourage transport solutions in developing
    world cities integrating technology and planning.  It is
    active in Shanghai, for example, to help plan a system of
    modern bus networks;

(f) Participation in the Sustainable Mobility Project run by the
    World Business Council for Sustainable Development;

(g) Participation in the Clean Fuels and Vehicles Partnership,
    led by the U.N. Environment Programme and the Clean Air
    Initiatives in Asia and Sub-Saharan Africa.

Additional 2003 Results

(a) Shell ranked top brand by motorists for the seventh year
    running;

(b) Shell ended continuous venting of gas in all oil operations;

(c) Shell is running Energize energy efficiency programs at 12
    sites;

(d) Shell paid US$165 million in health, safety and
    environmental fines and settlements;

(e) Shell improved its overall safety performance;

(f) Shell invested an estimated US$5.2 billion with local
    contractors and suppliers in developing countries and paid
    US$11.3 billion in royalties and corporate taxes worldwide.

Important parts of the report are independently checked by
Shell's auditors to make sure they are reliable and complete.
Panels of external experts and members of communities where we
operate gave their independent views on how well Shell has
performed.  The Shell Report is distributed to all shareholders
and staff and translated into various languages.

The Annual Reports of the Royal Dutch Petroleum Company and the
Shell Transport and Trading Company, p.l.c., and the Shell
Report can be found at http://www.shell.com/annualreportsand
http://www.shell.com/shellreport.


ROYAL SHELL: Advised to Leave Nigeria Within Five Years
-------------------------------------------------------
A report commissioned by Royal Dutch/Shell Group to find out the
problems it faces in Niger River delta advised it to end 50
years of exploration in the region.  The 93-page report,
prepared by WAC Global Services, a Lagos-based conflict
resolution organization, discouraged the company from continuing
operation at an environment beset by growing ethnic tension, and
crime.  It said the firm should pack up within five years.

Nigeria saw an increase in ethnic violence between Christians
and Muslims over the past four years.  Amnesty International
figures estimate death tolls at 5,000 since 2000.  Selling of
stolen oil to buy weapons are rampant and the report said Shell
itself "feeds" the violence: in some cases employees make money
by collaborating with criminals to sabotage company facilities
and sharing in compensation payments.

"It would be surprising if [Shell] is able to continue onshore
resource extraction in the Niger Delta beyond 2008, while
complying with Shell Business Principles," the report said,
according to the International Herald Tribune.  Those guidelines
set standards for honesty, integrity and respect for people and
society.

Half of Shell's reclassified reserves are in Nigeria, its
fourth-largest oil-producing region.  A pullout is additional
bad news to the company who was already forced to narrow down
its proven reserves by more than 20%.

The Telegraph quoted a Shell spokesman saying: "That date is in
there.  It is the view of the report's authors, but it is not a
view with which we would agree."


===========
R U S S I A
===========


AGRO-FIRMA: Kurgan Court Appoints Insolvency Manager
----------------------------------------------------
The Arbitration Court of Kurgan region commenced bankruptcy
supervision procedure on LLC Agro-Firma Dol.  The case is
docketed as A34-1577/04-S26.  Mr. A. Maslakov has been appointed
temporary insolvency manager.   Creditors are asked to submit
their proofs of claim to 640022, Russia, Kurgan, Promyshlennaya
Str., 19, Phone: (3522) 56-82-01.

CONTACT:  AGRO-FIRMA DOL
          641341, Russia, Kurgan region
          Belozersky region, Svetly Dol

          Mr. A. Maslakov
          Temporary Insolvency Manager
          640022, Russia, Kurgan,
          Promyshlennaya Str., 19
          Phone: (3522) 56-82-01


AGRO-PROM-KHIMIYA: Court Sets July 13 Hearing
---------------------------------------------
The Arbitration Court of Tyumen region declared OJSC
Berdyuzhskaya Agro-Prom-Khimiya insolvent and introduced
bankruptcy proceedings.  The case is docketed as A70-1528/3-04.
Ms. N. Belyakova has been appointed temporary insolvency
manager.

Creditors are asked to submit their proofs of claim to the
temporary insolvency manager at 625013, Russia, Tyumen, 50 Let
Oktyabrya, 64/82.  A hearing will take place on July 13, 2004.

CONTACT:  AGRO-PROM-KHIMIYA
          627440, Russia, Tyumen region,
          Yugorsk, Zheleznodorozhnaya 53A

          Ms. N. Belyakova
          Temporary Insolvency Manager
          625013, Russia, Tyumen,
          50 Let Oktyabrya, 64/82


ENERGY SAVING: Under Bankruptcy Supervision Procedure
-----------------------------------------------------
The Arbitration Court of Samara region commenced bankruptcy
supervision procedure on OJSC Energy Saving Glass Systems (TIN
6362008682).  The case is docketed as A55-4953/2004-47.  Mr. N.
Kalmakin has been appointed temporary insolvency manager.

Creditors have until July 4, 2004 to submit their proofs of
claim to 446250, Russia, Samara region, Bnezenchuk, Sovetskaya
Str., 162a, apartment 8.  A hearing will take place on August
11, 2004 at 3:30 p.m.

CONTACT:  ENERGY SAVING GLASS SYSTEMS
          Russia, Samara region,
          Bezenchuk, Vostochnaya Promzona

          Mr. N. Kalmakin
          Temporary Insolvency Manager
          446250, Russia, Samara region,
          Bnezenchuk, Sovetskaya Str., 162a, apartment 8


MASHINO-STOITEL: Succumbs to Bankruptcy
---------------------------------------
The Arbitration Court of Bryansk region declared LLC Mashino-
Stoitel insolvent and introduced bankruptcy proceedings.  The
case is docketed as A09-8896/03-26.  Mr. I. Merkulov has been
appointed insolvency manager.  Creditors have until August 2,
2004 to submit their proofs of claim to the insolvency manager
at 243031, Russia, Bryansk, Shorsa Av., 7.

CONTACT:  MASHINO-STOITEL
          243031, Russia,
          Bryansk, Shorsa Av., 7

          Mr. I. Merkulov
          Insolvency Manager
          243031, Russia,
          Bryansk, Shorsa Av., 7


PHOSPHORUS: Public Auction of Properties Set July 15, 19
--------------------------------------------------------
The bidding organizer and insolvency manager of OJSC Phosphorus
set the public auction of the firm's properties on July 15 and
19, 2004, 11:00 a.m.  The auction will take place at Russia,
Samara region, Tolyatti, Novozavodskaya Str., 2a, Conference
Hall.

The assets for sale on July 15 are:

     Lot 2-4: Technical complexes
     Lot 10:  Buildings and constructions

On July 19:

     Lot 5-7, 12, 13, 24: 24 Technical complexes

Preliminary examination of auction conditions and reception of
bids are done daily (except weekends) from 9:00 a.m. until 4:00
p.m.  The list of participants and description of lots are
available at Russia, Samara region, Tolyatti, Novozavodskaya
Str., 2a, Phone: 29-46-73.  All transactions will be closed on
July 9, 2004 at 4:00 p.m.

CONTACT:  PHOSPHORUS
          Russia, Samara region, Tolyatti,
          Novozavodskaya Str., 2a


ROSTOV-COAL: Selling RUB2.2 Bln Worth of Properties June 15
-----------------------------------------------------------
Rostov-Coal's properties will be offered for public auction on
June 15, 2004.

The assets for sale are:

(a) Chikha mine and Oktyabrskaya Yuzhnaya factory.  Starting
    price: RUB787.2 million.

(b) "October Revolution" mine.  Starting price: RUB384.4
    million.

(c) Mine Sadkinskaya.  Starting price: RUB601.7 million.

(d) Mina Ajutkinskaya and Ajutkinskaya company.  Starting price:
    RUB523.3 million

CONTACT:  Phone: (8632) 40-16-30, 40-17-95


TEPLO-OGAREVO-SELKHOZ: Deadline for Proofs of Claim August 2
------------------------------------------------------------
The Arbitration Court of Tver region declared OJSC Teplo-
Ogarevo-Selkhoz-Khimiya (TIN 7134000735) insolvent and
introduced bankruptcy proceedings.  The case is docketed as A68-
70/B-03.  Mr. V. Kozlov has been appointed insolvency manager.
Creditors have until August 2, 2004 to submit their proofs of
claim to 300041, Russia, Tula, Sovetskaya Str., 112, Office 44.

CONTACT:  TEPLO-OGAREVO-SELKHOZ-KHIMIYA
          301900, Russia, Tula region,
          Teplo-Ogarevsky region, Teploye,
          Selkhoztekhnikovskaya Str., 1

          Mr. V. Kozlov
          Insolvency Manager
          300041, Russia, Tula,
          Sovetskaya Str., 112, Office 44


TYUMEN-PROM-STROY: Bankruptcy Procedure Begins
----------------------------------------------
The Arbitration Court of Khanti-Mansiysky autonomous region
declared LLC Tyumen-Prom-Stroy insolvent and introduced
bankruptcy proceedings.  The case is docketed as A75-184-B/04.
Mr. V. Shityakov has been appointed temporary insolvency
manager.

Creditors have until July 2, 2004 to submit their proofs of
claim to:

(a) Temporary Insolvency Manager: 628250, Khanti-Mansiysky
    autonomous region, Tyumen region, Sovetsky region,
    Pionersky, Noviy Per., 8A;

(b) Arbitration Court of Khanti-Mansiysky autonomous region:
    628012, Tyumen region, Khanti-Mansiysk,
    Chekhova Str., 12A, Room 106.

CONTACT:  TYUMEN-PROM-STROY
          628260, Russia, Khanti-Mansiysky autonomous region,
          Tyumen region, Yugorsk, 40 Let Pobedy Str., 2-1

          Mr. V. Shityakov
          Temporary Insolvency Manager
          628250, Khanti-Mansiysky autonomous region,
          Tyumen region, Sovetsky region, Pionersky,
          Noviy Per., 8A

          The Arbitration court of
          Khanti-Mansiysky autonomous region:
          628012, Tyumen region, Khanti-Mansiysk,
          Chekhova Str., 12A, Room 106


YUKOS OIL: Ex-CEO's Lawyer Faces Disbarment
-------------------------------------------
The justice ministry has sought the disbarment of Olga
Artyukhova, the defense lawyer of jailed Yukos CEO Mikhail
Khodorkovsky, RIA Novosti says.

Citing co-defense lawyer Henry Reznik, the report says the
lawsuit is an appeal to the 11-to-1 decision of the
certification board to retain Ms. Artyukhova's license.  The
Moscow Lawyer's Chamber affirmed this decision in February.  The
ministry had accused Ms. Artyukhova of slipping a note to Mr.
Khodorkovsky during a visit in November.  The note allegedly
contained "instructions on countering the investigation."

Moscow's Presnensky court will hear the disbarment lawsuit on
July 30.  The defense has urged the court to dismiss it,
according to Mr. Reznik, who adds the lawsuit is devoid of legal
basis.

Mr. Khodorkovsky faces seven counts of tax evasion, fraud and
embezzlement.


=============================
S L O V A K   R E P U B L I C
=============================


SLOVENSKE ELEKTRARNE: Fitch Releases Latest Credit Report
---------------------------------------------------------
Fitch Ratings on Thursday published a credit report on Slovenske
elektrarne, a.s., Slovakia's dominant power company.  Slovenske
elektrarne is currently 100%-government owned, although
privatization is underway.

Fitch assigned on April 20 Slovenske elektrarne's Senior
Unsecured rating at 'BB+' and 'BBB-' rating to the proposed
EUR200 million notes.  The Outlook for both ratings is Stable.

The credit report discusses Slovenske elektrarne's structure,
strategy, operating profile, and financial analysis, with a
discussion on key issues of privatization, stranded costs and
nuclear decommissioning liabilities.  The full report is
available at http://www.fitchresearch.com.

CONTACT:  FITCH RATINGS
          Josef Pospisil, London
          Phone: +44 (0) 20 7417 4266

          Larissa Malycheva
          Phone: +44 (0) 20 7417 4207

          Media Relations:
          Alex Clelland, London
          Phone: +44 20 7862 4084


=============
U K R A I N E
=============


CENTER-COAL: Court Prescribes Bankruptcy Proceedings
----------------------------------------------------
The Economic Court of Donetsk region declared LLC Center-Coal
(code EDRPOU 25336592) insolvent and introduced bankruptcy
proceedings on April 20, 2004.  The case is docketed as 15/197
b.  Arbitral manager Mr. Karpachov L. (License Number AA 249760)
has been appointed liquidator/insolvency manager.  Center-Coal
holds Account Number 26007301525876 at Prominvestbank, Makijivka
central branch, MFO 334516.

CONTACT:  CENTER-COAL
          86107, Ukraine, Donetsk region,
          Makijivka, Kalininskij micro-district, 7/56

          Mr. Karpachov L.
          Liquidator/Insolvency Manager
          83015, Ukraine, Donetsk,
          Cheluskintsi str., 196/70

          ECONOMIC COURT OF DONETSK REGION:
          83048, Ukraine, Donetsk, Artema str., 157


EFA VM: Zhitomir Court Appoints Insolvency Manager
--------------------------------------------------
The Economic Court of Zhitomir region declared LLC Efa VM (code
EDRPOU 30558787) insolvent and introduced bankruptcy proceedings
on December 5, 2003.  The case is docketed as 3/178 B.  Zhitomir
Regional State Tax Inspection has been appointed liquidator.
Efa VM holds Account Number 26005301172278 at Prominvestbank,
Zhitomir central branch.

CONTACT:   EFA VM
           10000, Ukraine,
           Zhitomir, Miru str., 74 A

           Zhitomir Regional State Tax Inspection
           Liquidator
           10014, Ukraine, Zhitomir,
           Peremogi square, 2
           Phone: 37-47-76

           ECONOMIC COURT OF ZHITOMIR REGION:
           10014, Ukraine, Zhitomir,
           Mala Berdichivska str., 25


MARKROS: Insolvent Status Confirmed
-----------------------------------
The Economic Court of Kyiv declared LLC Markros (code EDRPOU
30400410) insolvent and introduced bankruptcy proceedings on
April 19, 2004.  The case is docketed as 24/328-b.  Mr.
Parhatskij Mikola (License Number AA 250193 approved December 3,
2001) has been appointed liquidator/insolvency manager.  Markros
holds Account Number 2600205615 at JSC AZHIO of Kyiv, MFO
300157.

CONTACT:  MARKROS
          Ukraine, Kyiv,
          Narodnogo Opolchennya str., 2/1

          Mr. Parhatskij Mikola
          Liquidator/Insolvency Manager
          04060, Ukraine, Kyiv, a/b 19

          ECONOMIC COURT OF KYIV:
          01030, Ukraine, Kyiv,
          B. Hmelnitskij boulevard, 44-B


MAZHARKA: Undergoes Bankruptcy Supervision
------------------------------------------
The Economic Court of Harkiv region commenced bankruptcy
supervision procedure on production-processing LLC Mazharka
(code EDRPOU 01272769) in May.  The case is docketed as B-39/51-
04.  Mr. Stupak Oleg (License Number AA 719767 approved January
20, 2004) has been appointed temporary insolvency manager.
Mazharka holds Account Number 2600302790097 at Prominvestbank,
Krasnograd branch, MFO 311528.

CONTACT:   MAZHARKA
           Ukraine, Harkiv region
           Kechigivskij district, Mazharka

           Mr. Stupak Oleg
           Temporary Insolvency Manager
           10000, Ukraine, Zhitomir
           Chapayev str., 7
           Phone: (0412) 37-51-19

           ECONOMIC COURT OF HARKIV REGION:
           61022, Ukraine, Harkiv
           Svobodi square, 5, Derzhprom
           8th entrance


NEDRIGAJLIV RAJAGROBUD: Deadline for Proofs of Claim Set June 28
----------------------------------------------------------------
The Economic Court of Sumi region commenced bankruptcy
supervision procedure on LLC Nedrigajliv Rajagrobud (code EDRPOU
03586489) in April 20, 2004.  The case is docketed as 645-04.
Mr. Sklyar Valentin (License Number AA 487710 approved April 30,
2003) has been appointed temporary insolvency manager.

Creditors have until June 28, 2004 to submit their proofs of
claim to:

(a) Temporary Insolvency Manager: 40011, Ukraine, Sumi,
    Shevchenko avenue, 110/107

(b) ECONOMIC COURT OF SUMI REGION: 40030, Ukraine, Sumi,
    Ribalko str., 2

Nedrigajliv Rajagrobud holds Account Number 26002470206001 at
Privatbank, Nedrigajliv branch, MFO 337546.

CONTACT:  NEDRIGAJLIV RAJAGROBUD
          Juridical address: Ukraine, 42100,
          Sumi region, Nedrigajliv,
          Komintern str., 33

          Mr. Sklyar Valentin
          Temporary Insolvency Manager
          40011, Ukraine, Sumi,
          Shevchenko avenue, 110, room 107

          ECONOMIC COURT OF SUMI REGION:
          40030, Ukraine, Sumi, Ribalko str., 2


ORBITA: Under Bankruptcy Supervision Procedure
----------------------------------------------
The Economic Court of Cherkassy region commenced bankruptcy
supervision procedure on farmer enterprise Orbita (code EDRPOU
31756611).  The case is docketed as 01/1206.  Mr. Shilkin
Oleksandr (License Number AA 630038 approved November 14, 2003)
has been appointed temporary insolvency manager.

Creditors have until June 28, 2004 to submit their proofs of
claim to:

(a) Temporary Insolvency Manager: Ukraine, Cherkassy region,
    Uman, Pushkin str., 5a/46
    Phone: (04744) 5-95-34

(b) ECONOMIC COURT OF CHERCASSY REGION: 18005, Ukraine,
    Cherkassy, Shevchenko avenue, 307

Orbita holds Account Number 260021101 at JSPPB Aval, Uman
branch, MFO 354228.

CONTACT:  ORBITA
          Ukraine, Cherkassy region
          Uman district, Kosenivka

          Mr. Shilkin Oleksandr
          Temporary Insolvency Manager
          Ukraine, Cherkassy region
          Uman, Pushkin str., 5a/46
          Phone: (04744) 5-95-34

          ECONOMIC COURT OF CHERCASSY REGION:
          18005, Ukraine, Cherkassy,
          Shevchenko Avenue, 307


POLISSKE ERECTION: Zhitomir Court Appoints Insolvency Manager
-------------------------------------------------------------
The Economic Court of Zhitomir region declared OJSC Polisske
Erection Construction-96 (code EDRPOU 05471342) insolvent and
introduced bankruptcy proceedings on December 5, 2003.  The case
is docketed as 3/176 B.  Zhitomir Regional State Tax Inspection
has been appointed liquidator.  Polisske Erection Construction-
96 holds Account Number 260040395801 at JSB Energobank.

CONTACT:  POLISSKE ERECTION CONSTRUCTION-96
          10000, Ukraine, Zhitomir
          Malinska str., 12 A

          Zhitomir Regional State Tax Inspection
          Liquidator
          10014, Ukraine, Zhitomir
          Peremogi square, 2
          Phone: 37-47-76

          ECONOMIC COURT OF ZHITOMIR REGION:
          10014, Ukraine, Zhitomir
          Mala Berdichivska str., 25


POSTUP LTD.: Zhitomir Court Appoints Liquidator
-----------------------------------------------
The Economic Court of Zhitomir region declared Ukrainian-Russian
LLC Postup Ltd. (code EDRPOU 22049857) insolvent and introduced
bankruptcy proceedings on December 9, 2003.  The case is
docketed as 4/174 B.  Zhitomir Regional State Tax Inspection has
been appointed liquidator.  Postup Ltd holds Account Number
2600241 at JSPPB Aval, Zhitomir branch.

CONTACT:  POSTUP LTD.
          10000, Ukraine, Zhitomir,
          Borodij str., 64

          Zhitomir Regional State Tax Inspection
          Liquidator
          10014, Ukraine, Zhitomir, Peremogi square, 2
          Phone: 37-47-76

          ECONOMIC COURT OF ZHITOMIR REGION:
          10014, Ukraine, Zhitomir,
          Mala Berdichivska str., 25


PROMIS: Under Bankruptcy Supervision Procedure
----------------------------------------------
The Economic Court of Kyiv commenced bankruptcy supervision
procedure on LLC Promis (code EDRPOU 31200664).  The case is
docketed as 43/191-b.  Arbitral manager Mr. Kabayev Glib
(License Number AA 719773 approved January 22, 2004) has been
appointed temporary insolvency manager.  Promis holds Account
Number 26009001000955 at JSCB Ukrainian credit-commercial bank,
MFO 321983.

CONTACT:  PROMIS
          Ukraine, Kyiv,
          40-richchya Zhovtnya avenue, 21

          Mr. Kabayev Glib
          Temporary Insolvency Manager
          Ukraine, Kyiv region,
          Kiyevo-Svyatoshinskij district,
          Boyarka, Bilogorodska str., 27/155


STV-AVIA: Proofs of Claim Deadline June 27
------------------------------------------
The Economic Court of Chernivtsi region declared LLC Stv-Avia
(code EDRPOU 22839205) insolvent and introduced bankruptcy
proceedings on May 11, 2004.  The case is docketed as 10/71/b.
Chief of liquidation commission Mr. Nikitenko I. has been
appointed liquidator/insolvency manager.

Creditors have until June 27, 2004 to submit their proofs of
claim to:

(a) Liquidator/Insolvency Manager: Ukraine,
    Chernivtsi, Hotinska 41

(b) Economic Court Of Chernivtsi Region: 58000, Ukraine,
    Chernivtsi, O. Kobilyanska str., 14

CONTACT:    STV-AVIA
            58000, Ukraine, Chernivtsi
            Hotinska str., 41

            Mr. Nikitenko I.
            Liquidator/Insolvency Manager
            Ukraine, Chernivtsi, Hotinska 41

  ECONOMIC COURT OF CHERNIVTSI REGION:
  58000, Ukraine, Chernivtsi
            O. Kobilyanska str., 14


UDYANSKE: Under Bankruptcy Supervision Procedure
------------------------------------------------
The Economic Court of Harkiv region commenced bankruptcy
supervision procedure on LLC Udyanske (code EDRPOU 3076711).
The case is docketed as B-31/20-04.  Arbitral manager Mr.
Shershen Yurij (License Number AA 719764 approved January 28,
2004) has been appointed temporary insolvency manager.

Creditors have until June 28, 2004 to submit their proofs of
claim to the ECONOMIC COURT OF HARKIV REGION: 61022, Ukraine,
Harkiv, Svobodi square, 5, Derzhprom, 8th entrance.  Udyanske
holds Account Number 2600730192 at Oshadbank, Zolochiv branch
2839, MFO 350136.

CONTACT:  UDYANSKE
          62220, Ukraine, Harkiv region
          Zolochiv district, Udi

          ECONOMIC COURT OF HARKIV REGION:
          61022, Ukraine, Harkiv, Svobodi square
          5, Derzhprom, 8th entrance


UKRAINA: Declared Insolvent
---------------------------
The Economic Court of Odesa region declared LLC Ukraina (code
EDRPOU 31683601) insolvent and introduced bankruptcy proceedings
on May 13, 2004.  The case is docketed as 32/53-04-2666.  Chief
of liquidation commission Mrs. Terevnikova Svitlana has been
appointed liquidator/insolvency manager.  Ukraina holds Account
Number 26001115821 at JSCB Sea Transport Bank, Illichivsk
branch, MFO 388498.

CONTACT:  UKRAINA
          68000, Ukraine, Odesa region
          Illichivsk, 1 Travnya str., 3

          Mrs. Terevnikova Svitlana
          Liquidator/Insolvency Manager
          68000, Ukraine, Odesa region
          Illishivsk, 1 Travnya, 3
          Phone: (268) 640-55, (0482) 40-28-35

          ECONOMIC COURT OF ODESA REGION:
          65032, Ukraine, Odesa
          Shevchenko Avenue, 4


VESTAS: Deadline for Proofs of Claim Set June 28
------------------------------------------------
The Economic Court of Donetsk region declared LLC Vestas (code
EDRPOU 24805270) insolvent and introduced bankruptcy proceedings
on May 13, 2004.  The case is docketed as 5/65 B.  Mr. Babich
Svitlana (License Number AA 630006 approved October 30, 2003)
has been appointed liquidator/insolvency manager.

Creditors have until June 28, 2004 to submit their proofs of
claim to:

(a) Liquidator/Insolvency Manager: 02152, Ukraine,
    Kyiv, Serafimovich str., 5/15

(b) Economic Court Of Donetsk Region: 83048, Ukraine,
    Donetsk, Artema str., 157

CONTACT:  VESTAS
          83000, Ukraine
          Donetsk Konstitutsiji square, 3

          Mr. Babich Svitlana
          Liquidator/Insolvency Manager
          02152, Ukraine, Kyiv
          Serafimovich str., 5/15

          ECONOMIC COURT OF DONETSK REGION:
          83048, Ukraine, Donetsk
          Artema str., 157


VIA: Declared Insolvent
-----------------------
The Economic Court of Zaporizhya region declared LLC Via (code
EDRPOU 23854845) insolvent and introduced bankruptcy proceedings
on May 5, 2004.  Mr. Tsibulevskij A. (License Number AA 047727
approved September 11, 2001) has been appointed
liquidator/insolvency manager.

CONTACT:  VIA
          69035, Ukraine, Zaporizhya,
          Peremogi str., 52a/24


VITAL: Kyiv Court Appoints Insolvency Manager
---------------------------------------------
The Economic Court of Kyiv commenced bankruptcy supervision
procedure on CJSC Vital (code EDRPOU 25297768).  The case is
docketed as 23/231-b.  Mrs. Barisheva L. (License Number AA
249506 approved December 11, 2001) has been appointed temporary
insolvency manager.  Vital holds Account Number 260002162 at JSB
Ukrgazbank, MFO 320478.

CONTACT:  VITAL
          01004, Ukraine, Kyiv
          Chervonoarmijska str., 21

          ECONOMIC COURT OF KYIV:
          01030, Ukraine, Kyiv
          B. Hmelnitskij boulevard, 44-B


===========================
U N I T E D   K I N G D O M
===========================


ACCIDENT CLAIM: Creditors Meeting Set June 22
---------------------------------------------
Creditors of Accident Claim Protect Limited Company will have a
Meeting on June 22, 2004 at 10:30 a.m.  It will be held at the
Commercial Buildings, 11-15 Cross Street, Manchester M2 1BD.

Creditors who want to be represented at the Meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims to BDO Stoy Hayward LLP, Commercial Buildings, 11-15
Cross Street, Manchester M2 1BD not later than 12:00 noon, June
21, 2004.

CONTACT:  BDO STOY HAYWARD LLP
          Commercial Buildings
          11-15 Cross Street
          Manchester M2 1BD
          Contact:
          Dermot Justin Power, Administrator
          David Swaden, Administrators


AIM UNDERWRITING: In Administrative Receivership
------------------------------------------------
The Aim Underwriting Agencies Limited Company has appointed
Anthony James McMahon and Thomas Alexander Riddell as joint
administrative receivers.  The appointment was made June 3,
2004.  The company employs underwriting agents.

CONTACT:  Anthony James McMahon
          Thomas Alexander Riddell
          (IP Nos 6662 and 8969)
          8 Salisbury Square,
          London EC4Y 8BB


AVS FENCING: Hires Hurst Morrison Thomson Administrator
-------------------------------------------------------
Fencing Contractor, AVS Fencing Contracts Limited Company has
appointed Robert Christopher Keyes and Paul William Ellison of
Hurst Morrison Thomson as joint administrative receivers.  The
appointment was made May 27, 2004.

CONTACT:  HURST MORRISON THOMSON
          5 Fairmile, Henley on Thames,
          Oxfordshire RG9 2JR
          Receivers:
          Robert Christopher Keyes
          Paul William Ellison
          (IP Nos 1016, 7254)


BANKS & SILVERS: Names PricewaterhouseCoopers Liquidator
--------------------------------------------------------
Name of Companies:
Banks & Silvers Limited
Commercial Union Trustees Nominee Company Limited
Dudley Charlton Limited
Gallium Enterprises Limited
Gartons Property Services Limited
Gibbings & Thornborrow Limited
Hoddell Pritchard Limited
John h. James (holdings) plc

At the Extraordinary General Meeting of these Companies on May
28, 2004, the Special, Ordinary and Extraordinary Resolutions to
wind up the Companies were passed.  Tim Walsh and Jonathan
Sisson of PricewaterhouseCoopers LLP, Benson House, 33
Wellington Street, Leeds LS1 4JP have been appointed Joint
Liquidators of the Companies for the purpose of such winding-
ups.

CONTACT:  PRICEWATERHOUSECOOPERS LLP
          Benson House
          33 Wellington Street
          Leeds LS1 4JP
          Contact:
          Tim Walsh, Liquidator
          Jonathan Sisson, Liquidator


BERKSHIRE METAL: Creditors Meeting Set June 24
----------------------------------------------
There will be a Creditors Meeting of the Berkshire Metal
Fabrications (I & M) Limited Company on June 24, 2004 at 2:00
p.m.  It will be held at Devlin House, 36 St George Street,
Mayfair, London W1R 9FA.

Creditors who want to be represented at the Meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims to HKM, The Old Mill, 9 Soar Lane, Leicester LE3 5DE
not later than 12:00 noon, June 23, 2004.

CONTACT:  HKM
          The Old Mill
          9 Soar Lane
          Leicester LE3 5DE
          Joint Administrators:
          Kirankumar Mistry
          John Phillip Walter Harlow


BERNSTEIN GROUP: Meeting of Creditors Set June 23
-------------------------------------------------
Creditors of Bernstein Group PLC will have a Meeting on June 23,
2004 at 11:00 a.m.  It will be held at the offices of
PricewaterhouseCoopers LLP, 101 Barbirolli Square, Lower Mosley
Street, Manchester M2 3PW.

Creditors who want to be represented at the Meeting may appoint
proxies.  Proxy forms must be submitted together with written
debt claims to PricewaterhouseCoopers LLP, 101 Barbirolli
Square, Lower Mosley Street, Manchester M2 3PW not later than
12:00 noon, June 22, 2004.

CONTACT:  PRICEWATERHOUSECOOPERS LLP
          101 Barbirolli Square
          Lower Mosley Street
          Manchester M2 3PW
          Contact:
          I D Green, Administrator
          M Horrocks, Administrator


BOBBY BROWNS: Calls in Liquidators from Begbies Traynor
-------------------------------------------------------
At an Extraordinary General Meeting of the Members of the Bobby
Browns At The Lock Limited Company on June 1, 2004 held at 11 St
Paul's Square, Birmingham B3 1RB, the Ordinary and Extraordinary
Resolutions to wind up the company were passed.  David Robert
Acland and Steven John Williams of Begbies Traynor, 1 Winckley
Court, Chapel Street, Preston, Lancashire PR1 8BU have been
appointed Joint Liquidators of the Company for the purpose of
the voluntary winding-up.

CONTACT:  BEGBIES TRAYNOR
          1 Winckley Court
          Chapel Street, Preston
          Lancashire PR1 8BU
          Contact:
          David Robert Acland, Liquidator
          Steven John Williams, Liquidator


B.S.R.D LIMITED: Names Deloitte & Touche Liquidator
---------------------------------------------------
At an Extraordinary General Meeting of the B.S.R.D Limited
Company on May 28, 2004 held at Lomond House, 9 George Square,
Glasgow G2 1QQ, the Special and Ordinary Resolutions to wind up
the Company were passed.  John C Reid and James Stephen of
Deloitte & Touche LLP, Lomond House, 9 George Square, Glasgow G2
1QQ have been appointed Joint Liquidators of the Company.

CONTACT:  DELOITTE & TOUCHE LLP
          Lomond House
          9 George Square
          Glasgow G2 1QQ
          Contact:
          John C Reid, Liquidator
          James Stephen, Liquidator


CANARY WHARF: Founder Helps Brascan Raise Shareholding to 26.5%
---------------------------------------------------------------
Canadian property group Brascan acquired another 6.5% of Canary
Wharf, the Docklands developer it lost to Morgan Stanley in an
auction previously.  His holdings now stand at 26.5%.

According to the Financial Times, Paul Reichmann, Canary Wharf's
founder, has sold his 38 million shares to Brascan, abandoning
his 20-year-old involvement in the firm, though he is still
entitled to warrants to subscribe to some 43 million shares.
Basing on Morgan Stanley's bid price of 295p a share, the
transaction could be worth GBP112 million, according to the
report.

Brascan has continued to buy stakes in Canary Wharf in an effort
to block future resolution by the winning bidder.  Morgan
Stanley needs 75% vote to approve proposals set to the board.


CARNBROOK LIMITED: Calls in Liquidator
--------------------------------------
At an Extraordinary General Meeting of the Members of the
Carnbrook Limited Company on June 4, 2004 held at Rock and
Fountain Hotel, Clydach, Abergavenny, Gwent NP7 0LL, the
Resolution to wind up the Company was passed.  Peter O'Duffy of
9 Woodhill Road, Portishead, Bristol BS20 7EU has been appointed
Liquidator for the purpose of such winding-up.


C BARTHOLOMEW: Sets General Meeting July 14
-------------------------------------------
There will be a General Meeting of the Members of the C
Bartholomew & Son Limited on July 14, 2004 at 11:00 a.m.  It
will be held at 47 London Street, Reading, Berkshire RG1 4PS.

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.


CHAINKEEP LIMITED: Special Winding up Resolution Passed
-------------------------------------------------------
At an Extraordinary General Meeting of the Members of the
Chainkeep Limited Company (formerly Arthur Stevens Limited) on
June 1, 2004 held at Hugill House, Swanfield Road, Waltham
Cross, Hertfordshire EN8 7RJ, the Special Resolution to wind up
the Company was passed.


CORK INTERNATIONAL: Receivers Opt for Liquidation
-------------------------------------------------
Receivers Ernst & Young has decided to liquidate book and
consumer goods supplier Cork International, according to This is
Nottingham.

The company went into receivership last week with the loss of
about 750 jobs.  The fall prompted clients, particularly Tesco,
which takes up 60% of its trade, to transfer orders to other
suppliers.  Cork also had contracts with Morrisons and Asda.

The report quoted an Ernst & Young spokesman saying: "After a
complete review of business following the company going into
receivership some customers have considered their position and
sourced new suppliers.

"Following this decision the Administrative Receivers cannot
trade the business and are winding it down despite every attempt
made by the Administrative Receivers and customers to find a
successful solution."

Approximately 350 full-time employees and 400 part-time staff
have been made redundant, the spokesman said.  Of these, around
400 are based in Nothingham.  The company has headquarters in
Lenton Lane.


EMI GROUP: Posts 2004 Report, Other Key Documents at U.K.L.A.
-------------------------------------------------------------
Copies of these documents have been submitted to the U.K.
Listing Authority and will be available for inspection at the
U.K. Listing Authority's Document Viewing Facility:

(a) Annual Report 2004; (b) Notice of 2004 Annual General
Meeting; (c) Proxy Form and attendance card; (d) EMI Group
Savings-Related Share Option Scheme rules, as it is proposed
that they should be amended; (e) Proposed EMI Group Share
Incentive Plan rules, etc.; (f) EMI Group plc Memorandum &
Articles of Association, as it is proposed that they should be
amended.

The U.K. Listing Authority's Document Viewing Facility is
situated at:  Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS (Phone: (0) 20 7676
1000).

                            *   *   *

In May, EMI Group reported on its preliminary results for the
year ended March 31, 2004 net loss after tax and minority
interests of GBP71.6 million compared with a net profit of
GBP234.2 million in prior year.  The figure is affected by:

     (i) An operating exceptional charge of GBP138.3 million,
         primarily due to label and roster reorganization in EMI
         Music

    (ii) A non-operating exceptional charge of GBP16.5 million,
         with a charge for exiting manufacturing in Europe and
         the U.S., partially offset by property disposals

   (iii) A non-operating exceptional gain of GBP209.7 million in
         prior year, primarily due to the sale of HMV Operating
         cash flow more than doubled to GBP309.4 million
         from GBP117.2 million


GAMBLE MANUFACTURING: Names Grant Thornton Administrator
--------------------------------------------------------
Neil Tombs and Keith Hinds of Grant Thornton have been appointed
joint administrative receivers for Gamble Manufacturing Group
Limited Company.  The appointment was made June 1, 2004.

CONTACT:  GRANT THORNTON
          Enterprise House,
          115 Edmund Street,
          Birmingham B3 2HJ
          Receiver:
          Neil Tombs
          (IP No 7830)

          GRANT THORNTON
          St Johns Centre,
          110 Albion Street,
          Leeds LS2 8LA
          Receiver:
          Keith Hinds
          (IP No 6745)


HENLYS GROUP: Blue Bird Outsources Coating Services
---------------------------------------------------
Blue Bird Body Company, a subsidiary of Henlys Group plc, signed
a ten-year services agreement with MetoKote Corporation,
pursuant to which Metokote will operate a coating facility
providing pretreatment and coating services in relation to
various components used in the manufacture of school buses
onsite at Blue Bird's plant in Fort Valley, Georgia.

Historically, Blue Bird has operated the coating facility and
the arrangements with Metokote form part of Blue Bird's ongoing
outsourcing program.

As part of this transaction, Blue Bird has also signed
agreements for the sale to Metokote of coating and pretreatment
equipment to be used in providing the Services for a total cash
consideration of US$4,000,000 and for the grant of a rent-free
lease over the part of Blue Bird's Fort Valley plant where the
coating facility is located.

The proceeds from the sale of the Equipment will be used to
increase Blue Bird's available working capital.

                            *   *   *

In March, the company disclosed additional loss of GBP11 million
in its U.S. operation.  The company's loss reached GBP278
million last year.  Henlys is a joint subsidiary of Mayflower's,
TransBus in the U.S.

CONTACT:  HENLYS GROUP PLC
          Allan Welsh
          Chief Executive

          Bill Gillespie
          Finance Director
          Phone: +44 20 8953 9953


HENLYS GROUP: Restructuring to Wipe out Share Value
---------------------------------------------------
The Board of Henlys Group plc announces that discussions with
its lending banks and other principal creditors are continuing
with the aim of achieving a restructuring of the Group.  Initial
discussions with the lending banks have been constructive and
the Board anticipates that this will lead to a positive outcome.

The Board's aim is to achieve a restructuring which preserves
the Group's principal operating businesses in North America and
offers significant prospects for an enhancement of operating
performance, leading in turn to improvements in value in the
longer term.

However, due to the concentration of debt at the parent company
level, it is likely that any such restructuring will involve a
substantial dilution of shareholders' interests and attribute
little or no value to the Company's shares.  In the
circumstances, the Board intends to initiate a delisting of the
Company's shares from the U.K. Listing Authority Official List
and from trading on the London Stock Exchange's market for
listed securities.

The required notification to the U.K. Listing Authority that the
Board wishes to cancel the listing and a formal communication to
the Company's shareholders will follow in due course.

CONTACT:  HENLYS GROUP PLC
          Close Brothers Corporate Finance Limited
          David James C.B.E., Chairman
          Phone: +44 20 7808 7225
          Phone: +44 20 7655 3100

          Martin Gudgeon
          Phone: +44 20 8953 9953

          Allan Welsh, Chief Executive

          Bill Gillespie, Finance Director


HHG PLC: Chairman Defends Board Structure at AGM
------------------------------------------------
Address by Sir Malcolm Bates, Chairman, to the HHG Annual
General Meeting 10 June 2004:

The twelve months ending December 2003 was truly a watershed
year for all of HHG's operations as the group worked through the
deteriorating regulatory solvency position of the life
businesses and the severe impact of ongoing negative equity
markets and the difficult operating environment in the U.K.

In the first half of the year, the Board of AMP, myself
included, had to take decisive action to remedy the problems in
the U.K. and, regrettably, this meant painful consequences for
our shareholders and our customers.

Facing the reality of the U.K. market and the restricted capital
available, the decision was taken to close the life companies to
new business, remove risk by reducing (and in some cases
eliminating) equity exposure and ultimately moving to demerge
from the AMP Group.

The effect of this was to record losses of GBP975 million midway
through 2003 as it became clear that, in the light of the new
strategy, the U.K. life businesses were less valuable than
previously thought.  AMP made those difficult decisions because
it felt they were in the best long-term interests of its
shareholders.

During the second half of the year, a new Senior Management Team
was put in place to execute those decisions and ensure the
creation of viable ongoing U.K. operations that could succeed on
a stand-alone basis as HHG.

Our people have worked tirelessly on behalf of shareholders, in
difficult circumstances, to deliver the demerger and to list HHG
in both Australia and the U.K.  When we set out on this course
of action, success was by no means guaranteed.  In one of the
most challenging corporate and market environments, we completed
the complex transactions necessary to restructure and demerge,
while also preserving the ongoing operations and the viability
of the new entity.

This was not easy.

The extent of the issues, the actions that needed to be taken
and ultimately the 2003 full year loss of GBP864 million were
truly awful for everyone involved -- our shareholders, our
customers and our employees.

Resolution of the crisis facing the AMP Group, and as a result
HHG, was not simple.  It required significant investment and
tremendous effort, from everyone involved, to put the new plan
into effect.

But we now need to draw a line in the sand.

As difficult as the last year has been, the actions and the
historical losses are part of HHG's and AMP's past.

I am pleased to report that what has been created for the future
is a strong, independent company which is in both the ASX 100
and FTSE 250 indices; we have a market capitalization of over
GBP1bn and we have close to 3,000 employees primarily in the
U.K. and Europe.

I would like to take this opportunity to pay tribute to the
management team, all of our employees, and especially those who
continued to drive the demerger in the knowledge that their own
jobs would disappear, and finally, to my fellow board members
who all played their part in the creation of HHG.

I would also like to thank our shareholders for their ongoing
commitment and support.  I am happy to say that the majority of
shareholders who received HHG shares on 23 December last remain
with us and, in addition, significant new investors have
recognized the inherent value of the HHG Group and have become
shareholders.

We thank you all.

I am pleased to receive regular correspondence and feedback from
shareholders directly, and I would like to touch on some matters
which have been raised since our December listing.

First, we have had some questions regarding the size and
composition of the Board of Directors.

We believe our Board composition was right for the scale and
complexity of the challenges facing us in 2003, which placed
strong demands on the Directors.  Following the resignations
this year of Andrew Mohl and Pat Handley, the HHG Board now
comprises eight directors of which a majority are non-executive,
which is standard practice in U.K.-listed companies.  I would
like to take this opportunity to thank both Andrew and Pat for
their valuable contributions to our affairs and wish them all
good fortune in the future.  AMP has, incidentally, notified us
that, notwithstanding its entitlement to a Board position whilst
it holds at least five percent of the ordinary shares -- and it
currently holds 10% -- it does not intend to nominate a
replacement representative director at this stage.

During 2004, the Board will be undertaking an evaluation of its
own performance, including that of the Chairman.  The evaluation
will include the effectiveness of the Board and consideration of
its size, to ensure that we have the right blend of experience
and skills.  This is particularly important as the composition
of the Board established to see us effectively through listing
will now undergo a period of change.

Shareholders may be aware that I will be turning 70 during the
course of this year and, as such, it is my intention to retire
from the Board before the next AGM and at an appropriate time
after the appointment of a Chairman designate.

Our Senior Independent Director, Sir William Wells, is currently
working with external recruiters to assess potential candidates.

Furthermore, Peter Costain and Sir William Wells will stand down
after long and loyal service at or before the 2005 AGM and we
are already actively assessing appropriate appointments to take
their place.

As part of the planning for the future of the HHG Board and
having regard to the departures that I have touched upon, the
Board commits to seek out Directors with the appropriate depth
and breadth of skill and experience to ensure safe stewardship
for shareholders.  This is an ongoing process and we hope to
move swiftly to ensure that the new members needed can be
appointed in this year of transition before the departures
previously mentioned take place.  We will announce any such
appointments and all shareholders will, of course, have an
opportunity to vote on those appointments at the next AGM.

[T]hough, you have the opportunity to vote on the current
Board's reappointment.  Details about your Board members are
contained in their detailed biographies set out in your Notice
of Meeting, which outlined the resolutions, and also on pages 12
and 13 of the Annual Report & Accounts.  In the interest of
time, given that it is early evening in Australia and we have 15
resolutions for shareholders to consider, I will not ask each
individual director to speak about their appointment.

A further issue I would like to address deals with remuneration
of executives and senior managers.  Over 95% of our senior
employees are located in the United Kingdom and it is in this
market that we must primarily compete for executive talent,
notwithstanding that we are listed in both Sydney and London.

Accordingly, our overall pay levels and the mix between base pay
and incentives needs to be competitive in the U.K. market and
take into account the complex nature of the HHG operations.  In
designing management packages as part of the proposal to
demerge, a detailed review of remuneration was conducted and
care was also taken to observe U.K. best practice guidelines and
to incorporate professional advice from leading external
remuneration consultants.

In addition, to ensure appropriate longer-term focus on
delivering shareholder value, management packages also
incorporate a Long Term Incentive component tied to Total
Shareholder Return.

I would like to take a moment to explain why, following
discussion with our advisers and our industry body, HHG has
selected Total Shareholder Return.

We felt that given the Group's recent volatile performance and
extensive restructuring, the total return to shareholders
(namely, dividend and movement in share price) would be more
appropriate as a measure of performance than earnings per share.
However, in addition to the relative Total Shareholder Return,
the Remuneration Committee of the Board will also review other
financial variables to ensure that the change in Total
Shareholder Return is representative of underlying financial
performance of the Group, before approving vesting of awards.
We will, of course, continue to keep our remuneration policies
and practices under review.

It is also our intention that all HHG employees have access to a
broadly similar share plans, so as to help ensure that as many
members of staff as possible have incentives closely aligned to
the interests of shareholders.  You will be asked to vote on
these in two resolutions.

Shareholders have also asked about the dividend policy for HHG.
Prior to demerger, the Board took the view that dividends should
only be paid out of surplus cash earnings above and beyond the
operational funding that is required to continue to strengthen
and allow organic growth in the underlying business.  This
policy was designed to ensure that, as a newly listed company,
HHG is able to establish a solid financial position and is able
to maintain, as best as possible, the sustainability of dividend
payments into the future.  We believe this approach is in the
best long-term interests of shareholders.

We have endeavored to ensure that our shareholders are aware of,
and understand, the dividend policy by communicating it to each
shareholder; initially in the Demerger Proposal Explanatory
Memorandum and again in my letter sent with share certificates
and CDI holding statements in January.  We believe it is not
likely that a dividend will be payable in 2004 and 2005, but the
Board will keep the matter under close review.

May I also take this opportunity to explain the various
challenges inherent in having a U.K.-based company, which is
listed both in London and Sydney.  While we do our best to
ensure we service our shareholder base in both geographies --
hence our simulcast AGM -- it does mean that we have to bear
additional costs and take some decisions on appropriate
standards and practices.  These range from the detail of
deciding from where to mail shareholder reports, to the more
substantive issues regarding, for example, accounting standards
and remuneration practice.

HHG is a U.K.-based company without any Australian business
operations and, to ensure comparability with similar U.K.
companies and a level playing field for investment decisions, we
follow U.K. best practice and disclosure guidelines.  As we are
listed on the Australian Stock Exchange, we also meet Australian
stock exchange disclosure requirements.  In addition, we
endeavor to adopt the best practice guidelines of each market,
but we recognize that U.K. practices will sometimes be different
to standard Australian practice but, where practicable, we aim
to incorporate both.  However, it is not always appropriate,
and, where we differ, we will state why.

In conclusion, your Board of Directors believes that a
significant amount has been achieved in a very short space of
time and, further, that HHG is well placed to face the future
and, over time, to deliver the right returns to our
shareholders.

Thank you very much.

Address by Roger Yates, Chief Executive, to the HHG Annual
General Meeting on 10 June 2004:

2003 was an extraordinary year for HHG and its businesses.  At
every point during the year there were major issues to deal
with, or challenges to overcome.  These included chronically
weak equity markets during the first part of the year; a series
of difficult decisions which had to be taken concerning the life
companies, partly as a consequence of this equity market
weakness; and significant regulatory changes in the U.K. which
needed to be assessed and planned for.  At the same time, we
were in the process of demerging the businesses from AMP under
the banner of HHG, while preparing for a stock market listing.

Throughout all this, our primary objective was to establish HHG
on a solid financial footing.  This was essential in order to
make the most of the opportunities within each of the major
businesses.  During the demerger process there was so much
negative media commentary about the U.K. operations of AMP that
you could have been forgiven for thinking they were worthless.
We felt differently.  There were certainly problems that needed
fixing, but there was never any doubt in my mind that we could
deliver value for our shareholders over the long-term.

In establishing a solid platform for the future, we also had to
ensure that HHG could withstand any further buffeting from
financial markets and cope with future regulatory changes.
Financial conservatism was therefore an important guiding
principle. There were three essential steps to ensuring that HHG
had a solid financial base for the future.

First, reducing equity market risk in the life companies, given
the limited shareholder capital available.

Second, ensuring that provisions were adequate to cover a wide
range of potential liabilities.

Third, simplifying the corporate structure and building a strong
balance sheet for HHG.

All three steps were essential, but the last one was of
particular importance and involved the completion of two capital
raisings totaling GBP306 million (net).  This action
strengthened the balance sheet and enabled the Group to acquire
full and direct ownership of Henderson Global Investors from the
Pearl shareholders' fund.  In the process there was dilution of
the interests of shareholders who were not able to participate
in the placings.  However, the most practical and cost effective
route to raising capital was through institutional offerings.

A solid financial position was key to achieving a successful
listing on both the London and Australian stock markets.  But
just as important was educating investors that there was
significant potential within the HHG Group of businesses that
could be unlocked.

Let me remind you what those businesses are: first, Henderson
Global Investors, a leading European asset management company
with approximately GBP70 billion or A$175 billion under
management; second, Life Services, which runs the closed life
and pension books of four main life companies -- Pearl
Assurance, NPI, National Provident Life and London Life; and
third Towry Law, an independent financial advisory firm based in
the U.K.  We saw, and still see, an opportunity to deliver
growth to our shareholders from the fund management operation
and extract value for shareholders from the Life Services
business and Towry Law.  Everything we did in 2003 and have done
so far in 2004 has been focused on delivering these twin
objectives.  Let me review progress on both fronts by reference
to the 2003 results.

The HHG financial result for 2003 reflected two broad themes:
First, the cost of the actions taken to reduce risk in the life
businesses which led to a significant write down and ultimately
a full year loss.  Second, the underlying positive trend in the
operating results, which are evident when you compare the first
half to the second half.

As regards the first theme, the principal driver of the write-
downs was the reduction in the equity exposure of the life
companies and the decision to close to new business.  These
steps led directly to a write down of goodwill and to
exceptional charges, including restructuring costs, which
totaled approximately GBP900 million.  In turn, the decision to
close to new business and reduce risk in the life companies was
a direct result of there being no more shareholder capital
available to the life companies.  A loss of this magnitude is a
bitter pill for shareholders to swallow but there really was no
alternative available if the life companies were to meet
regulatory solvency requirements.

As regards the underlying trend in operating results, the second
half saw a number of promising themes emerging.  In Life
Services, the focus on operational efficiency began to bear
fruit with cost reduction targets met.  On a like for like
basis, costs fell from GBP228 million in 2002 to GBP172 million
in 2003.

Meanwhile, the Embedded Value of the Life Services businesses,
an important measure of value in these operations, rose
significantly from GBP845 million to GBP1.15 billion.  At the
same time, the solvency position of the life companies improved
as a consequence of the restructuring we undertook.

Turning to Henderson, the second half operating profit before
tax of GBP19 million represented a 46% increase on the first
half.  Behind this significant improvement lay a marked recovery
in stock markets during the second half, with the FTSE rising
from 4031 to 4477 helping to grow our assets under management.
At the same time, there were good inflows into higher margin
products such as mutual and hedge funds.

Looking back, I would characterize 2003 as a year of enormous
change for the businesses within HHG.  The financial consequence
of this change was the significant write-downs we reported for
the first half and which were equally evident in the full year
figures.  At the same time, the second half showed that the
businesses were on an improving trend.  Our job now is to build
on that improvement in 2004 and beyond.

How will we do this? First, it will be by growing Henderson into
a larger, more profitable and thereby more valuable fund
management business.  There are several key foundation stones
for this, including:

(a) Consistently good investment performance;

(b) A greater focus on higher margin products; and

(c) Higher levels of profitability consistent with our mix of
    business.

On the first point of investment performance, Henderson is a
broad and diversified business that makes it difficult to
generalize.  That said the year has started satisfactorily
overall -- within this there are some standout performers, but
there are also a few areas, which need improvement.  Where that
is the case we are taking action either by process improvement
or further strengthening of investment teams.  On the second
point, product focus, we are seeing good inflows into mutual
funds in Europe, into hedge funds and in property, all of which
are higher margin activities for us.  This is important because
the revenues gained from growth in the higher margin areas are
more than offsetting revenues lost from outflows associated with
the run off of the life companies. On the third point,
profitability, we are targeting an improvement in the
cost/income ratio in 2004 to below 80% compared to 84% in 2003,
assuming stable market conditions.  The growth in revenue to
date means we are on track to achieve this target.

This is not to say that Henderson does not have challenges to
face.  We've already talked about investment performance, which
is the lifeblood of the fund management operation.  The
institutional business is in a transition period as the industry
trend is for clients to shift assets from balanced to more
specialized funds continues.  The regulatory environment is
changing in some important areas.  And the competition for
investment talent is greater than ever.  We need to work hard in
all these areas to ensure that Henderson continues to make
progress.  We also aim to deliver value to shareholders from the
Life Services business.  Again, there are a number of important
steps to be taken to achieve this.

We need to

(a) Ensure that the reduction in risk we undertook in 2003 is
    maintained;

(b) Continue to build the regulatory solvency position of the
    life companies as an essential precursor to the release of
    shareholder capital; and

(c) Continue to improve efficiency and profitability.

On all three counts I am satisfied with the progress we are
making.  On risk reduction, we continue to carefully monitor all
the risks in the life funds and to seek to mitigate them where
possible, for example by better matching of assets and
liabilities.

On regulatory solvency, the second half of 2003 saw an
improvement in the position of the life companies, particularly
under the new realistic reporting regime introduced by FSA
consultation paper CP195 and soon to be finalized.  It remains
our objective to get the regulatory solvency position to a level
at which the release of shareholder capital is possible.
However, at this stage it is still prudent to assume that
substantial release of shareholder capital will only appear in
the longer term.

On efficiency, we are targeting operating costs in Life Services
of GBP130 million for the full year 2004, which will allow the
service company to at least breakeven, and we are on track to
achieve this.

With reference to our other businesses, Ample, Virgin Money and
Towry Law, we have made progress in realizing value.  We
completed the sale of Ample in February and our 50% share in
Virgin Money in April.

We also recently announced the closure to new business of the
international operations of Towry Law following a review. Not
withstanding this closure there are some outstanding client
issues specifically related to products distributed by Towry Law
International, which have previously been identified.  We are
working with the relevant regulators on these issues but we do
not anticipate that there will be a material financial impact on
HHG.

Towry Law's operations in the U.K. are not affected by the
closure of the international operation and are performing
satisfactorily.

We do expect higher corporate costs for the full year 2004.  The
increase in corporate costs seen in the second half of 2003 will
be a feature of both halves of this year, and, in addition, we
expect further expenses related to maintaining a listing in two
markets and servicing over 900,000 shareholders.  But we will
continue to work hard to rein in costs over time.

Let me sum up where we are.  As you've heard from both the
Chairman and me, 2003 was about doing what needed to be done in
the face of an extremely difficult financial environment.

But this is now behind us.  For the future we have a sound
platform on which to build.

In our two main businesses, both Henderson and Life Services,
the prospects for 2004 are good.  This is satisfactory as far as
it goes.  But in both cases it is really important that we play
a long game.  We must maintain a longer-term perspective if we
are to build a powerful and valuable asset management operation,
to extract value from the Life Services business and deliver
value to our shareholders.  On all fronts there is a great deal
still to do.  But in HHG we now have a solid and financially
stable platform on which to build and I look forward to the rest
of 2004 and beyond with confidence.

HHG PLC
4 Broadgate
London EC2M 2DA

Registered in England
No. 2072534
ABN 30 106 988 836


HHG PLC: Shareholders OK All but One AGM Resolution
---------------------------------------------------
In accordance with ASX Listing Rule 3.13.2 and UKLA Listing Rule
9.32, HHG reports that the resolutions contained in Resolutions
1 to 4 and 6 to 16 of the Notice of Meeting (dated 14 April 2004
and lodged with the ASX and the UKLA Document Viewing Facility
on 26 April 2004) were passed by the requisite majority of
shareholders.

All resolutions put to the meeting were decided on a show of
hands.

No resolution was amended or withdrawn other than proposed
Resolution 5: "To appoint Mr. R P Handley as a Director of the
Company," which was withdrawn prior to the meeting and lapsed at
the meeting.

The information required by section 251AA(2) of the Australian
Corporations Act 2001 (Cth) in respect of each resolution passed
at the meeting is set out below.

A copy of the resolutions taken in the meeting is available free
of charge at: http://bankrupt.com/misc/HHG_Resolutions.htm

G A Watson
Company Secretary

CONTACT:  HHG PLC
          4 Broadgate
          London EC2M 2DA
          Registered in England
          No. 2072534
          ABN 30 106 988 836


INVENSYS PLC: Seals US$560 Million Sale of Powerware
----------------------------------------------------
Invensys plc completed the sale of its Powerware business to
Eaton Corporation, the diversified industrial manufacturer, for
the previously agreed cash consideration of US$560 million.

About Invensys plc

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 (IPS) provides products, services and solutions
for the automation and optimization of plant operation in the
process industries.  Eurotherm is a leading supplier of control
and measurement instrumentation solutions and services to
industrial and process customers.  APV specializes in process
equipment engineered into systems and asset services for food,
beverage, personal care, pharmaceutical and chemical clients.
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.

The Invensys Group is headquartered in the UK and 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.

About the Powerware business

The Powerware business is a leading global provider of
comprehensive power quality and power management solutions,
primarily serving the computer, telecommunications, financial,
medical, government and corporate data service industries.
Powerware's installation, servicing, monitoring and control
systems and services help to provide clean and continuous power
through single phase uninterruptible power supply and direct
current systems and to all products in the power quality
segment.  Powerware has a diversified geographic customer base,
offering its products and services in the Americas, Europe and
the Asia Pacific region.

Powerware is headquartered in Raleigh, North Carolina and
operates 10 manufacturing facilities worldwide.

About Eaton Corporation

Eaton Corporation is a diversified industrial manufacturer with
2003 sales of $8.1 billion.  Eaton is a global leader in fluid
power systems and services for industrial, mobile and aircraft
equipment; electrical systems and components for power quality,
distribution and control; automotive engine air management
systems and powertrain controls for fuel economy; and
intelligent drivetrain systems for fuel economy and safety in
trucks. Eaton has 54,000 employees and sells products to
customers in more than 100 countries.

                            *   *   *

Invensys reported in its preliminary results for the year ended
March 31, 2004 that its loss for financial year was reduced to
GBP328 million from GBP1,380 million last year.

CONTACT:  INVENSYS PLC
          Victoria Scarth
          Mike Davies
          Phone: + 44 (0) 20 7821 3755

          BRUNSWICK
          Nick Claydon
          Mike Smith
          Michael Farrant
          Phone: +44 (0) 20 7404 5959


JOHN HOLT: Winding up Resolutions Passed
----------------------------------------
At an Extraordinary General Meeting of the Members of the john
Holt and Partners (Financial Services) Limited Company on May
27, 2004 held at Greyfriars House, 1 Greyfriars Road, Reading,
Berkshire RG1 1NU, the Special, Ordinary and Extraordinary
Resolutions to wind up the Company were passed.  John Arthur
Kirkpatrick has been appointed Liquidator for the purpose of
such winding-up.


LONDON MARRIAGE: Appoints Rothman Pantall Administrator
-------------------------------------------------------
Manufacturer, London Marriage Guidance Council Limited has
appointed Robert Smailes and Stephen Ryman of Rothman Pantall as
joint administrative receivers.  The appointment was made June
2, 2004.  The company's trade classification is 46 under other
services.

CONTACT:  ROTHMAN PANTALL
          26-27 Oxendon Street,
          London SW1Y 4EP
          Receivers:
          Robert Smailes
          Stephen Ryman
          (IP Nos 4731, 8975)


MADOC HOTEL: Names Begbies Traynor Administrator
------------------------------------------------
Andrew D. Dick and David Appleby of Begbies Traynor have been
appointed joint administrative receivers fro Madoc Hotel (North
Wales) Ltd.  The appointment was made June 2, 2004.

The hotel company's office address is c/o Begbies Traynor, 1
Winckley Court, Chapel Street, Preston PR1 8BU.

CONTACT:  BEGBIES TRAYNOR
          1 Winckley Court,
          Chapel Street, Preston,
          Lancashire PR1 8BU
          Receivers:
          Andrew D Dick
          David Appleby
          IP Nos 8688, 8976


MELBOURN ASSOCIATES: Hires Receivers from Numerica
--------------------------------------------------
The Melbourn Associates Ltd. Company has appointed Peter James
Hughes-Holland and Frank Wessely of Numerica as joint
administrative receivers.  The appointment was made June 1,
2004.

Melbourn Associates is engaged in joinery installation.  The
company's registered office address is located at Winterton
House, Nixley Close, Slough, Berkshire SL1 1ND.

CONTACT:  NUMERICA
          81 Station Road
          Marlow, Buckinghamshire SL7 1SX
          Contact:
          Peter James Hughes-Holland, Receiver
          Frank Wessely, Receiver


N C SOFT: Names Receivers from Begbies Traynor
----------------------------------------------
The N C Soft Limited Company has appointed Peter A Blair and
Richard A B Saville of Begbies Traynor as joint administrative
receivers.  The appointment was made June 1, 2004.

The Company is in engaged in computer consultancy services.  Its
registered office address is located at Regency House, 21 The
Ropewalk, Nottingham NG1 5DU.

CONTACT:  BEGBIES TRAYNOR
          Regency House
          21 The Ropewalk
          Nottingham NG1 5DU
          Contact:
          Peter A Blair, Receiver
          Richard A B Saville, Receiver


POLIGHT TECHNOLOGIES: Calls in Liquidator
-----------------------------------------
At an Extraordinary General Meeting of the Members of the
Polight Technologies Limited Company on May 27, 2004 held at
Cambridge United FC, Abbey Stadium, Newmarket Road, Cambridge
CB5 8LN, the Special Resolution to wind up the Company was
passed.  Stephen M Rout has been appointed Liquidator for the
purpose of such winding-up.


SKYEPHARMA PLC: To Present at June 17 Biotech Conference
--------------------------------------------------------
SkyePharma PLC (LSE: SKP, Nasdaq: SKYE) announces on Thursday
that the Company's Chief Executive Officer, Michael Ashton, will
present at the Deutsche Bank European Healthcare, Specialty
Pharma and Biotech Conference on Thursday, June 17th, 2004 at
09:15 a.m. (BST) in London.  The presentation will not be Web
cast but will be recorded by video and a PDF of the presentation
will be posted on the conference Web site at the end of the
meeting.  For the slides of this presentation, please visit
http://www.skyepharma.comunder Investor
Relations/Presentations.

About SkyePharma

SkyePharma develops pharmaceutical products benefiting from
world-leading drug delivery technologies that provide easier-to-
use and more effective drug formulations.  There are now ten
approved products incorporating SkyePharma's technologies in the
areas of oral, injectable, inhaled and topical delivery,
supported by advanced solubilization capabilities.  For more
information, visit http://www.skyepharma.com.

                            *   *   *

SkyePharma PLC (Nasdaq: SKYE; LSE: SKP) said in its Trading
Update for the year ending December 31, 2003 that as a result of
delays in concluding a number of key deals in 2003, revenues for
the year will be substantially below the GBP85 million to GBP100
million range indicated at the time of the Interim Results in
September and below the GBP70 million achieved in 2002.

It said: "With revenues below our budgeted revenue target,
coupled with greater than expected research and development
costs (arising from delays to completion of agreements involving
the transfer of costs to the partner), the Company now expects
to report a loss for the second half of 2003 albeit less than
the loss we reported for the first half."

CONTACT:  SKYEPHARMA PLC
          Michael Ashton
          Chief Executive Officer
          Phone: +44 207 491 1777

          Peter Laing
          Director of Corporate Communications
          Phone: +44 207 491 5124

          Sandra Haughton
          U.S. Investor Relations
          Phone: +1 212 753 5780

          BUCHANAN COMMUNICATIONS
          Tim Anderson
          Mark Court
          Phone: +44 207 466 5000


THOMAS COOK: First-half Sales Help Reduce Losses to EUR302.6 Mln
----------------------------------------------------------------
The second quarter of the current financial year has seen a
continued improvement in earnings at Thomas Cook AG.  In the six
months of the winter season (November 1st 2003 to April 30th
2004), the company was able to increase sales by 1.5% to EUR2.4

billion.  The number of customers purchasing a Thomas Cook AG
leisure travel product during this period was 1.2% up reaching
3.3 million.  In the German sales market, the number of
customers rose by 4.0%, and in the Western Europe sales market
(Belgium/France/Netherlands) by 0.7%.

Despite the fact that customer numbers in the U.K. fell by 2.2%,
as compared with the same period of the previous year, Thomas
Cook U.K. still performed significantly better than the U.K.
leisure travel market as a whole.  The company was able to
regain market share in both Germany and Western Europe too.

The average holiday price fell by 1.2%to EUR590 for the first
six months of the financial year, while the average holiday
duration declined by 6.6% to 8.5 days.

Cost-cutting efforts pay off

The company was able to reduce its level of expenses for leisure
travel services by EUR15 million or 0.9%. Increasing expenses
for aircraft fuel could be compensated by lower expenses for
hotel services, reduced accommodation costs and lower leasing
expenses for aircraft. The gross profit margin thus improved by
1.8 percentage points to 29.8%.

Other operating expenses also experienced a decline, falling in
all by 1.5%.  Key items such as commissions paid to travel
agents were down, as was depreciation on fixed assets.
Personnel expenses, by contrast, were still at the previous
year's level.  The savings made through ongoing cuts in staff
numbers -- the average number of employees working for the
company in the first six months of the financial year was 5.6
percent down on the comparable period of the previous year --
were largely offset by severance payments and pension
obligations during this period.

Continued improvement in earnings situation

The rise in sales, improvement in gross profit margin and
reduction in cost all contributed to the improvement in results
reported in the second quarter.  Thus, at the end of the first
six months of the financial year, when seasonal losses are
traditionally recorded, earnings before interest, taxes and
amortization of goodwill (EBITA) stood at -EUR302.6 million, an
improvement of EUR46.8 million or 13.4%.

After consideration of net interest expense and amortization of
goodwill, earnings before taxes were reported at -EUR385.1
million -- an improvement of EUR49.1 million or 11.3% over the
previous year.

Cut in capital expenditure, significant improvement in cash flow
In the first six months of the current financial year capital
expenditure reached a total of EUR31.8 million in the Thomas
Cook Group -- concentrated in the main on leisure travel
infrastructure, brand conversion in France and EDP systems.  In
the same period of the previous year, capital expenditure had
stood at EUR145.1 million, as it had also included the
acquisition of aircraft.

The operating cash flow recorded a significant improvement over
the previous year due to an increase in customer down payments,
reduced capital expenditure and cuts in losses.  The company was
able to reduce its level of net debt by more than a quarter,
with the conversion into equity of a shareholder loan amounting
to EUR100 million making a contribution here.

Increase in sales and improved earnings anticipated

At the end of May, the number of customers booked throughout the
Group stood 4.7% above the level of the previous year.  All
major markets showed a positive development.  In Germany,
bookings were 6.2 percent up on the previous year, in the U.K.
by 0.4% and in the Western Europe sales market
(Belgium/France/Netherlands) by 1.2%.  As the positive trend in
bookings has so far proven to be stable, Thomas Cook AG
continues to be confident in increasing the number of customers
at a rate above the market average, slightly increasing sales
and, above all, due to cuts in structural costs, significantly
improving earnings in the current financial year.

                            *   *   *

Thomas Cook AG is one of the leading leisure travel groups in
the world.  Deutsche Lufthansa AG and KarstadtQuelle AG each
holds a 50% stake in Thomas Cook AG.

CONTACT:  THOMAS COOK AG
          Press contact:
          Corporate Communications
          Phone: +49 (0) 61 71 65-1700
          Fax:   +49 (0) 61 71 65-1060
          E-mail: konzernkommunikation@thomascookag.com
          Web site: http://www.thomascook.info


VICTRIX LIMITED: Hires Liquidator from Citreon Wells
----------------------------------------------------
At an Extraordinary General Meeting of the Members of the
Victrix Limited Company on June 3, 2004 held at Devonshire
House, 1 Devonshire Street, London W1W 5DR, the Special,
Ordinary and Extraordinary Resolutions to wind up the Company
were passed.  Murzban Khurshed Mehta of Citroen Wells,
Devonshire House, 1 Devonshire Street, London W1N 2DR has been
appointed Liquidator for the purpose of such winding-up.

CONTACT:  CITREON WELLS
          Devonshire House
          1 Devonshire Street
          London W1N 2DR
          Contact:
          Murzban Khurshed Mehta, Liquidator


WELCOME BREAK: Ratings Withdrawn Following Notes Redemption
-----------------------------------------------------------
Standard & Poor's Ratings Services on Thursday withdrew its
ratings on all classes of secured notes issued by Welcome Break
Finance PLC, an SPE (see list below).

Following completion of the offer made by Investcorp S.A. to
purchase all of the issuer's rights in the term loan outstanding
under the issuer/Welcome Break Group facility agreement,
payments of all outstanding principal and interest on the rated
notes have been made to noteholders at par.

Related media releases can be found on RatingsDirect, Standard &
Poor's Web-based credit analysis system, at
http://www.ratingsdirect.com. Alternatively, call one of the
following Standard & Poor's numbers: London Ratings Desk
(44) 20-7176-7400; London Press Office Hotline (44) 20-7176
3605; Paris (33) 1-4420-6708; Frankfurt (49) 69-33-999-225;
Stockholm (46) 8-440-5916; or Moscow (7) 095-783-4017.  Members
of the media may also contact the European Press Office via e-
mail: media_europe@standardandpoors.com.

RATINGS LIST
Welcome Break Finance PLC
GBP376 Million Secured Notes

Class                 Ratings
               To                From

Ratings Withdrawn

A1             N.R.              CCC/Watch Dev
A2             N.R.              CCC/Watch Dev
A3             N.R.              CCC/Watch Dev
B              N.R.              C/Watch Dev

CONTACT:  STANDARD AND POOR'S RATING SERVICES
          Analysts E-mail
          mike_wilkins@standardandpoors.com
          anna_overton@standardandpoors.com
          CorporateFinanceEurope@standardandpoors.com
          StructuredFinanceEurope@standardandpoors.com


                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter -- Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Larri-Nil Veloso, Ma. Cristina Canson, and
Liv Arcipe, Editors.

Copyright 2004.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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