/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/040622.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Tuesday, June 22, 2004, Vol. 5, No. 122 Headlines C Z E C H R E P U B L I C MORAVAN-AEROPLANES: Officially Declared Bankrupt F R A N C E ALCATEL: Forges Space Alliance with Finmeccanica ALSTOM SA: Affirms Goal to Return to Positive Cash flow by FY05 G E R M A N Y HETTLAGE: Bankrupt Clothing Retailer to Close More Shops August MG TECHNOLOGIES: Names Gerd Koppenhofer New Chairman SENATOR ENTERTAINMENT: Shareholders Approve Rescue Plan G R E E C E ROYAL OLYMPIC: Failure to File 20-F Makes U.S. Delisting Certain H U N G A R Y SZOLNOKI MEZOGEP: Irish Customer Buys out Insolvent Firm L U X E M B O U R G STOLT-NIELSEN: Transportation Group to Integrate Offices P O L A N D AIRPOLONIA: Investor Promises to Propel Carrier to New Heights ELEKTRIM SA: Deutsche Telekom Comes Back with Higher Bid for PTC R U S S I A METROMEDIA INTERNATIONAL: Files 1st-Quarter Report with U.S. SEC U N I T E D K I N G D O M ACCELIO LIMITED: Special Winding up Resolution Passed AMERINDO INTERNET: Shareholders May Opt to Cash out Shares ARB SHOPFITTING: Final Meeting of Members July 21 ARCADIAM LIMITED: Names B & C Associates Administrator BHL FABRICATIONS: Extraordinary Winding up Resolution Passed BIG BAG: Calls in Liquidator BRITISH ENERGY: Uncertainty Remains Despite Return to Profit BRYAD INFRASTRUCTURE: Members Final Meeting Set July 12 BRYANT COUNTRY: Final Meeting of Members Set July 12 BRYANT PENSIONS: Sets Members Final Meeting BURLINGHAM CARAVANS: Appoints F.A. Simms and Partners Liquidator CABLE & WIRELESS: Completes Acquisition of Monaco Telecom CANARY WHARF: Songbird Offer Extended Until June 24 CAR COSMETICS: Brings in Liquidator CARPETS INTERNATIONAL: Hires KPMG Liquidator CAR SUPERSTORE: Meeting of Unsecured Creditors June 29 CEROANNI LTD.: Owner Leaves Several Brides-to-be Teary-eyed COLLINGWOOD DEVELOPMENTS: Hires Deloitte & Touche Administrator COLTAN ENGINEERS: Winding up Resolutions Passed CONISTON HOTELS: Final Meeting Set July 29 CROWNCAST LIMITED: Names Liquidator from Smith & Williamson DECO HOLDINGS: Appoints Receivers from Begbies Traynor EIDOS PLC: Considers Selloff After Third Profit Warning EORIGEN LIMITED: Names Elwell Watchorn & Saxton Administrator EVENTER LIMITED: Close Invoice Appoints Receivers FORSBROOK FURNITURE: Names Liquidator from David Horner & Co GILES MACHINE: Names Liquidator from Harris Lipman GREYCOAT FINANCE: In Administrative Receivership GREYCOAT MANAGEMENT: Eurohypo Aktiengesellschaft Names Receivers HANDMADE SOAP: Hires Houghton Stone Business Administrator H A WOODS: Hires Oury Clark Liquidator HIT ENTERTAINMENT: Reduced Order from U.S. to Hit Profit JARVIS PLC: Fastline Buyout Cleared of Antitrust Concern K17 LIMITED: Appoints CBA Administrator MARKS & SPENCER: Green Seeking Backer from U.S. Investors MARKS & SPENCER: Survey Mirrors High Confidence in New Chief MILBORNE LIMITED: Hires Begbies Traynor Administrator MISYS PLC: Difficulties in Banking and Securities Hit Revenues NEXTFINE LIMITED: Names Liquidator from Tenon Recovery NORTHERN FOODS: Lodges Annual Report with Listing Authority OPTICAL CABLE: Creditors Meeting Set July 1 PDUK SOLUTIONS: Meeting of Creditors Set July 1 PERCY THOMAS: To Become Part of Capita Symonds Group PLASTIC RECLAMATION: Bibby Factors Appoints Receivers PROFESSIONAL CARE: Appoints Tenon Recovery Liquidator PYRAMID CONSERVATORIES: Sets Creditors Meeting June 24 ROYAL & SUNALLIANCE: Downplays Talk of Insurance Operations Sale STELEX LIMITED: Names Receivers from DTE Leonard Curtis SUTTON CONTRACTS: Creditors General Meeting Set June 29 TELEWEST COMMUNICATIONS: Annual Report Now Available at UKLA WH SMITH: Permira Might Trim Bid by Up to GBP90 Mln, Reports Say * Large Companies with Insolvent Balance Sheets ********* =========================== C Z E C H R E P U B L I C =========================== MORAVAN-AEROPLANES: Officially Declared Bankrupt ------------------------------------------------ The Regional Court in Brno confirmed Friday the bankruptcy of Moravan-Aeroplanes, according to the Czech News Agency. The company's management filed for bankruptcy on June 10 following a similar action by workers. Receiver Petr Hajtmar said, "As far as I know, the company owes some CZK12 million to its employees on wages, CZK11 million to the tax office and over CZK60 million to the social security administration." This is the third bankruptcy petition involving the company. According to Mr. Hajtmar, two Moravan suppliers filed the first petition in 2001; employees filed the other early this year. Unionists welcomed the decision. The company has not been receiving orders and paying employees for a while, Troubled Company Reporter-Europe earlier said. About half of its 250 personnel have been on forced holiday since May 25. Last week, employees were sent home after production grounded to a halt. Libor Soska, Moravan's board chairman, declined to comment on the decision. Moravan-Aeroplanes produces small civilian aircraft and training and aerobatic planes. It is part of a group comprising Letecke zavody Kunovice, Moravan-Air Containers, Moravan-Transport Systems, Moravan-Safety Belts and Moravan-Technicke sluzby Otrokovice. Its sister company Letecke Zavody has already been declared bankrupt. =========== F R A N C E =========== ALCATEL: Forges Space Alliance with Finmeccanica ------------------------------------------------ Alcatel and Finmeccanica, signed a memorandum of understanding to merge their space activities and form alliances in the space sector through the creation of two sister companies JV's, to which both partners will contribute their respective satellite industrial and service activities. The first company JV, Alcatel Alenia Space, of which Alcatel will hold approximately 67% and Finmeccanica approximately 33%, will combine Alcatel Space and Alenia Spazio's industrial activities. It will concentrate on the design, development, and manufacturing of space systems, satellites, equipment, instruments, payloads and associated ground systems. The management team of Alcatel Alenia Space will be located in France. The company will operate through five business divisions (Telecommunications, Optical Observation and Science, Observation Systems and Radar, Navigation, Infrastructure and Transportation). With estimated expected 2004 sales of EUR1.8 billion and around 7,200 people, it will create the undisputed European leader within the global satellite industry. The second company JV, of which Finmeccanica will hold approximately 67% and Alcatel approximately 33%, will combine Telespazio with Alcatel Space's operations and services activities. It will concentrate on operations and services for satellite solutions, which includes control and exploitation of space systems as well as value-added services for networking, multimedia and earth observation. Its management team will be located in Italy. With estimated an expected 2004 sales of EUR350 millions and around 1,400 people, it will be a key player in the space services market. The two groups have decided to combine their respective strengths in the space industry to better serve this growing market and to benefit from of the expansion of their customer base as well as to leverage the strong complementary nature of the technologies and know-how contributed by both parties. The two groups have identified significant operational synergies and economies of scale, in particular in R&D, product development, procurement policy and increased industrial efficiency. These synergies will improve operating profitability by several points and will be reached progressively, in line with business cycles. Alcatel (Paris: CGEP.PA and NYSE: ALA) and Finmeccanica will account for Alcatel Alenia Space and the services company respectively using JV proportional consolidation. Overall, the space alliance will be overseen and coordinated by a dedicated Steering Committee, co-chaired by the CEOs of Finmeccanica and Alcatel. Commenting on the alliance, Serge Tchuruk, Chairman and Chief Executive Officer, said: "This is a major step in the development of the European space industry. Alcatel Alenia Space will become the European leader for satellite solutions with balanced activities between commercial and institutional markets. The enhanced position of Alcatel Alenia Space in institutional markets will also enable Alcatel to expand its global leadership position in broadband access technologies." Pier Francesco Guarguaglini, Chairman and Chief Executive Officer of Finmeccanica, said: "The Alliance emphasizes the competencies of Alenia Spazio, Telespazio and Alcatel Space, thanks to the strong complementary nature and the investments made by the French and the Italian governments. Regarding Galileo, in particular, the combination of capabilities existing in the two companies, will permit them to play a pre-eminent role both in the field of satellite systems and operations and services activities." The installation of the creation of the new companies is expected to be completed by the end of 2004, subject to the signing of definitive agreements and necessary approvals by shareholders and regulatory authorities. ALSTOM SA: Affirms Goal to Return to Positive Cash flow by FY05 --------------------------------------------------------------- On 17 June 2004, Alstom S.A. filed with the U.S. SEC its annual report and 20-F for the fiscal year ended 31 March 2004. These documents include a section on "risk factors", as is usual practice for such documents. ALSTOM confirms that the information contained in the "risk factors" section does not constitute a change in guidance and outlook. The Company reiterates its previously announced targets: 6% operating margin and positive free cash flow in 2005/06. CONTACT: ALSTOM SA Press Relations: S. Gagneraud G. Tourvieille Phone: +33 1 47 55 25 87 E-mail: Internet.press@chq.alstom.com Investor Relations: E. Chatelain Phone: +33 1 47 55 25 33 E-mail: Investor.relations@chq.alstom.com ============= G E R M A N Y ============= HETTLAGE: Bankrupt Clothing Retailer to Close More Shops August --------------------------------------------------------------- Hettlage is set to close down most of its shops by end of August, Frankfurter Allgemeine Zeitung says. The German clothing retailer filed an application for the opening of insolvency proceedings in April, affecting 45 shops in Germany and 13 shops in Austria. The additional closures mean only 19 shops belonging to the MS Mode+Sport chain will remain operational. Hettlage booked turnover of EUR200 million last year. MG TECHNOLOGIES: Names Gerd Koppenhofer New Chairman ---------------------------------------------------- The supervisory board appointed Gerd Koppenhofer as new chairman of the executive board of mg vermogensverwaltung ag (mgvv), Frankfurt am Main. He succeeds Michael Guntersdorf, who left the company recently after ten years at the helm. Mr. Koppenhofer brings with him several years of experience in the real estate business. From 1971 to 2002, he chaired the board of directors of Mubau Real Estate GmbH. Prior to his appointment to the executive board of mg vermogensverwaltung, he was managing director at K & P Immobiliengesellschaft mbH. mg vermogensverwaltung ag plans, coordinates and manages real estate projects and properties, aside from providing these services to the mg Group. Its main operational functions are as a property developer and building contractor. mg technologies ag is an international technology group that focuses on specialty mechanical engineering -- especially process engineering and components -- and plant engineering. The company generated sales of roughly EUR6.4 billion excluding discontinued operations in 2003. At the end of 2003, the company employed around 29,000 people, and it is one of the world's market and technology leaders in 90 percent of its businesses. CONTACT: MG TECHNOLOGIES AG Kommunikation Bockenheimer Landstrasse 73-77 D-60325 Frankfurt am Main Phone: +49-69-7 11 99-241 Fax: +49-69-7 11 99-112 E-mail: info.mg@mg-technologies.com Web site: http://www.mg-technologies.com SENATOR ENTERTAINMENT: Shareholders Approve Rescue Plan ------------------------------------------------------- Senator Entertainment will carry out a capital reduction aimed at encouraging investment in the company, Frankfurter Allgemeine Zeitung says. The plan, which was approved by majority of shareholders at an extraordinary general meeting, will be carried out by swapping one new share for 10 old ones. The capital reduction is part of the plan drawn up by insolvency administrator Ralf Rattunde to clear the path for the takeover of the company. Mr. Rattunde said the move means Senator will not need to be broken up for the time being. He added several investors have already expressed interest in acquiring a stake in the company. CONTACT: SENATOR ENTERTAINMENT Kurfurstendamm 65 D-10707 Berlin, Germany Phone: +49-30 880 91 700 Fax: +49-30 880 91 714 Home page: http://www.senator.de =========== G R E E C E =========== ROYAL OLYMPIC: Failure to File 20-F Makes U.S. Delisting Certain ---------------------------------------------------------------- Royal Olympic Cruise Lines (Nasdaq: ROCLF) would miss the filing deadline for its Annual Report on Form 20-F for the fiscal year ended November 30, 2003. The company previously filed for a 15- day extension of the original filing date of June 1. The extension request and current delay are brought about due to the more complicated accounting and finance position stemming from the ongoing Article 45 process in Greece involving the Company's subsidiaries. As previously announced, the Company had applied for listing on the Nasdaq SmallCap market after failing to meet the criteria for continued listing on the Nasdaq National Market. Delisting from the Nasdaq National Market had been delayed pending the Company's application to the Small Cap Market. It is expected that Nasdaq will now reinstitute delisting procedures due to the Company's failure to file its 20-F on time. The Company is currently operating two cruise ships, however, its financial position remains fragile. Without resolution of refinancing discussions there can be no guarantee of continued operations. The Company continues to discuss its options with bankers and creditors within the Greek court Article 45 process. CONTACT: ROYAL OLYMPIC CRUISES LINES Jim Lawrence Mobile: +1-203-550-2621 ============= H U N G A R Y ============= SZOLNOKI MEZOGEP: Irish Customer Buys out Insolvent Firm -------------------------------------------------------- Szolnoki Mezogep Rt has been sold for an undisclosed sum to McHale Engineering, an Irish company that used to be one of its major customers. McHale promised to invest EUR3 million over two years and employ 60-70 workers, receiver Gyorgy Molnar said. Contracts with the Irish company will be signed within 15 days with payment due after another eight days. The transaction will enable production at the agricultural machinery manufacturing company to resume in mid-August. At the request of its creditors, Szonoki Mezogep filed for administration on March 11. Szonoki's liquidation value was pegged at HUF800 million, while its debts to some 200 creditors amounted to HUF1.1 billion. =================== L U X E M B O U R G =================== STOLT-NIELSEN: Transportation Group to Integrate Offices -------------------------------------------------------- Stolt-Nielsen Transportation Group Ltd., a wholly owned subsidiary of Stolt-Nielsen S.A. (NasdaqNM: SNSA; Oslo Stock Exchange: SNI), on Friday announced organizational changes aimed at increasing both the Company's service capabilities to customers and its competitive advantage in the global marketplace for parcel tanker and related services. Otto H. Fritzner, SNTG's newly appointed chief executive officer, said: "The enhancements we are announcing will increase the efficiency of our operations and enable SNTG to provide better service to its customers worldwide. By realigning our operations, maximizing the inherent strengths of our human resources and optimizing our cost structure we will extend our position as the high-quality, high-value leader in the industry." The planned changes, which will take place over the next nine months, will create this organizational structure: (a) SNTG's global operations will be organized into three regions -- the Americas, administered from Greenwich, Connecticut; Asia-Pacific, administered from Singapore; and Europe, the Middle East, India and Africa (EMEIA), administered from Rotterdam, SNTG's corporate headquarters. (b) SNTG's Indian Ocean Service and the Europe-to-Asia Pacific Service will be operated out of Rotterdam, to be closer to the Company's customers in the fast-growing EMEIA region. Customers in North and South America will continue to be served from Greenwich, SNTG's second-largest office after Rotterdam. (c) Certain staff functions will be relocated to SNTG's corporate headquarters in Rotterdam. "By integrating our marketing, operational and back-office functions in Rotterdam, where our ship management division is already located, SNTG will achieve significant cost-savings and efficiencies, while enhancing our ability to serve customer needs in the fast expanding EMEIA region," said Mr. Fritzner. "At the same time, our marketing operations in Greenwich will remain as strong and as focused as ever on meeting the needs of our parcel tanker customers in North and South America." Niels G. Stolt-Nielsen, chief executive officer of Stolt-Nielsen S.A., SNTG's parent company, said, "The organizational changes we are announcing are, in fact, the final elements of a strategic plan that we began to implement several years ago. We started in 2002 by establishing Rotterdam as SNTG's principal place of business, by moving our shipowning functions and domiciling our ships in The Netherlands. Rotterdam is SNTG's largest single office in the world. When the current round of initiatives is completed early in 2005, SNTG will be a stronger, more streamlined and efficient global organization, and our abilities to meet customer demand for quality and value will be unmatched in the industry." About Stolt-Nielsen S.A. Stolt-Nielsen S.A. is one of the world's leading providers of transportation services for bulk liquid chemicals, edible oils, acids, and other specialty liquids. The Company, through its parcel tanker, tank container, terminal, rail and barge services, provides integrated transportation for its customers. Stolt Sea Farm, wholly-owned by the Company, produces and markets high quality Atlantic salmon, salmon trout, turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia. The Company also owns 41.7 percent of Stolt Offshore S.A. (NASDAQNM: SOSA; Oslo Stock Exchange: STO), which is a leading offshore contractor to the oil and gas industry. Stolt Offshore specializes in providing technologically sophisticated offshore and subsea engineering, flowline and pipeline lay, construction, inspection, and maintenance services. CONTACT: STOLT-NIELSEN S.A. Reid H. Gearhart Phone: (U.S.A) 1 212 922 0900 E-mail: rgearhart@dgi-nyc.com Valerie Lyon Phone: (U.K.) 44 20 7611 8904 E-mail: vlyon@stolt.com =========== P O L A N D =========== AIRPOLONIA: Investor Promises to Propel Carrier to New Heights -------------------------------------------------------------- Poland's first budget airline, Airpolonia, has found an investor and will be signing a contract next month, according to Warsaw Business Journal. The unnamed rescuer, who was described only as a shareholder in air carriers across the world, will provide the company with new capital and additional know-how in the business. Airpolonia will use the new capital to purchase new planes and enter new airports. It aims to become the number one budget carrier in the whole of Europe. TCR-Europe reported earlier that the airline is planning to cut down its domestic flights this summer due to lack of planes and working capital. The company was then in need of a fourth plane to accommodate the excess demand. They wanted to lease but don't have enough money. As a result they decided to cancel some flights, including those to Tenerife. ELEKTRIM SA: Deutsche Telekom Comes Back with Higher Bid for PTC ---------------------------------------------------------------- Deutsche Telekom is reviving talks to buy the remaining shares it does not own in Poland's biggest mobile phone group, PTC, Financial Times Deutschland says. French firm Vivendi Universal and Polish energy group Elektrim currently hold these remaining shares. The report quoted an Elektrim spokeswoman saying the Polish and French groups were "working on a joint offer" that could lead to a deal with Deutsche Telekom. Reports say Deutsche Telekom is offering EUR1.2 billion (US$1.4 billion) -- EUR100 million higher than the previous bid -- to buy the 51% stake owned by Elektrim Telekomunikacja, a joint venture between Vivendi and Elektrim. The approach is the second attempt by the German telecommunications giant to buy out the other shareholders. It started negotiations late last year, but discussions fell apart following complicated debates between the owners. Elektrim and its creditors could not agree on how to spend the proceeds to repay debt. It also was unable to agree with Vivendi on how they would share the joint venture's debt. =========== R U S S I A =========== METROMEDIA INTERNATIONAL: Files 1st-Quarter Report with U.S. SEC ---------------------------------------------------------------- Metromedia International Group Inc. filed a Form 10-Q with the United States Securities and Exchange Commission. Basis of Presentation and Description of Business The accompanying consolidated condensed financial statements include the accounts of Metromedia International Group, Inc. (the Company) and its consolidated subsidiaries. All significant intercompany transactions and accounts have been eliminated. The Company is a holding company with ownership interests in telephony and cable television businesses in Northwestern Russia and the Republic of Georgia. For the three months ended March 31, 2004, the telephony businesses generated 96% of consolidated revenues, while the cable television businesses generated 4% of consolidated revenues. Substantially all of the Company's assets are located and revenues are generated outside of the United States. On September 30, 2003, the Board of Directors formally approved management's plan of disposing its remaining non-core media businesses. As of March 31, 2004, the Company's non-core media businesses were comprised of nineteen radio businesses operating in Finland, Hungary, Bulgaria, Estonia, Latvia and the Czech Republic and one cable television network, with operations in Lithuania. These consolidated financial statements also include the results of the Company's discontinued business components. The accompanying interim consolidated condensed financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2004, and the results of its operations and its cash flows for the three-month periods ended March 31, 2004 and 2003, have been included. The results of operations for the interim period are not necessarily indicative of the results, which may be realized for the full year. Going Concern and Recent Developments In the first quarter of 2003, the Company embarked on an overall restructuring of its business. The Restructuring was prompted by and was intended to resolve the severe liquidity issues that had confronted the Company since the beginning of 2002. In this Restructuring, the Company undertook to sell its non-core businesses, which at the beginning of the Restructuring included nine cable television networks, twenty radio broadcasting stations and various non-core telephony businesses located in Western, Central and Eastern Europe. Proceeds of these sales mitigated short-term liquidity concerns and provided capital for further core business development. Upon completion of all planned sales, the Company will emerge as a business with its principal attention focused on the continued development of its core telephony businesses in Northwest Russia and the Republic of Georgia. In connection with the Restructuring, the Company also substantially downsized its corporate headquarters staff and undertook actions with the intended objective of significantly decreasing its corporate overhead cash-burn rate. As of May 31, 2004, the Company's remaining non-core media businesses held for sale consist of eighteen radio broadcast stations operating in Finland, Hungary, Bulgaria, Estonia, and the Czech Republic and one cable television network in Lithuania. Sale of these remaining non-core businesses is expected during the first half of 2004 or promptly thereafter. The Company relocated its corporate headquarters from New York City, New York to Charlotte, North Carolina and has achieved a significant reduction in its corporate personnel and office related expenditures. Further reductions in corporate overhead expenditures are expected to follow the final disposition of all non-core operations. The Company's core telephony businesses are now: (a) PeterStar, the leading competitive local exchange carrier in St. Petersburg, Russia, in which the Company has a 71% ownership interest; and (b) Magticom, the leading mobile telephony operator in the Republic of Georgia, in which the Company has an effective 34.5% ownership interest. Both of these business ventures are currently self-financed and hold leading positions in their respective markets. Furthermore, the Company also intends to retain its ownership in Ayety TV, a cable television provider in Tbilisi, Georgia, in which the Company has an 85% ownership interest and Telecom Georgia, a long-distance transit operator in Tbilisi, Georgia, in which the Company has a 30% ownership interest. The Company is a holding company; accordingly, it does not generate cash flows from operations. As of March 31, 2004 and May 31, 2004, the Company had approximately $32.3 million and $30.9 million, respectively, of unrestricted cash on hand. In addition, as of March 31, 2004, the Company's consolidated business ventures held $1.5 million of cash. Furthermore, as of March 31, 2004, the Company's unconsolidated business venture had approximately $17.7 million of cash on hand, $17.2 million of which is held in banks in the Republic of Georgia. The Company continues to actively pursue the sale of remaining non-core businesses to raise additional cash and has undertaken to maximize cash distributions from all of its business ventures. The Company projects that its current corporate cash reserves, anticipated cash proceeds of non-core business sales and anticipated continuing dividends from core business operations will be sufficient for the Company to meet on a timely basis its future corporate overhead requirements and interest payment obligations, associated with its $152.0 million aggregate principal amount (fully accreted) 10 1/2% Senior Discount Notes, due 2007 (the Senior Notes). However, the Company cannot assure that dividends from core businesses will be declared and paid nor can it assure that it will be successful in selling any additional non-core businesses or that these sales, if they occur, will raise sufficient cash to meet short-term liquidity requirements. The Company also is subject to legal and contractual restrictions, including those under the indenture for the Senior Notes, on its use of any cash proceeds from the sale of its assets or those of its business ventures. Separately, the Company projects that it has sufficient corporate cash on hand to support the Company's planned operating, investing and financing cash flows through the end of 2004, including the Company's $8.0 million semi-annual interest payment due on September 30, 2004 on its Senior Notes. This projection does not include cash inflows that might reasonably arise from operating business venture dividend distributions or cash proceeds from the remaining non-core media businesses; either of which would further strengthen our current liquidity position. However, the Company does not believe that it has sufficient corporate cash on hand today to support the Company's planned operating, investing and financing cash flows through March 31, 2005, including the Company's $8.0 million semi-annual interest payment that is due on March 31, 2005 associated with its Senior Notes. If the Company is not able to satisfactorily address the liquidity issues described above, the Company may have to resort to certain other measures, including ultimately seeking the protection afforded under the U.S. Bankruptcy Code. The Company cannot provide assurances at this time that it will be successful in avoiding such measures. Additionally, the Company has a stockholders' deficit and has suffered recurring operating losses and operating cash deficiencies. The factors discussed above raise substantial doubt about the Company's ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. During 2003, the Company engaged in discussions with representatives of holders of a substantial portion of the Company's Senior Notes concerning a restructuring of the Senior Notes. To date, no restructuring has been agreed upon and further restructuring discussions with these substantial Senior Note holders were suspended. According to the terms of the Company's 7 1/4% cumulative convertible preferred stock (the Preferred Stock), if the Company does not make six consecutive dividend payments and thereafter receives a written request from the holders of 25% of the voting power of the outstanding Preferred Stock, then the Company is obligated to call a special meeting of the holders of the Preferred Stock for the purpose of electing two new directors, except that no special meeting may be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the Company's stockholders. Beginning in late 2003 and continuing into 2004, the Company has had discussions with several holders of the Company's Preferred Stock regarding the Preferred Stockholders' right to elect two new directors to the Company's Board of Directors. These discussions have recently resulted in a tentative agreement, which is expected to be finalized shortly, to appoint two individuals identified by certain holders of the Preferred Stock to the Company's Board of Directors for terms that end at the Company's next annual meeting of stockholders. It is presently expected that, at that time, such individuals will, in accordance with the terms of the Preferred Stock, stand for election by a vote of the holders of the Preferred Stock. The Company believes that this agreement is advantageous to the Company because it eliminates the need to hold a special meeting, which would be both time consuming and expensive. Opportunities to restructure the Company's balance sheet, including to refinance the Senior Notes and Preferred Stock, which had an aggregate preference claim of $257.4 million as of March 31, 2004 are being pursued, but present Company plans presume the continued service of the Senior Notes on current terms and the continued deferral of the payment of dividends on the Preferred Stock. The Company cannot provide assurances at this time that a capital restructuring effort will be undertaken or, if undertaken, that such effort would produce a material improvement in short-run cash flows or equity valuations. A full copy of the 10-Q is available free of charge at http://bankrupt.com/misc/Metromedia_Q12004.pdf. =========================== U N I T E D K I N G D O M =========================== ACCELIO LIMITED: Special Winding up Resolution Passed ----------------------------------------------------- At an Extraordinary General Meeting of the Accelio U.K. Limited Company on June 4, 2004 held at 345 Park Avenue, San Jose, California, USA, the subjoined Special Resolution to wind up the company was passed. Malcolm Cohen of BDO Stoy Hayward LLP, 8 Baker Street, London W1U 3LL has been appointed Liquidator for the purpose of such winding-up. CONTACT: BDO STOY HAYWARD LLP 8 Baker Street, London W1U 3LL Contact: Malcolm Cohen, Liquidator AMERINDO INTERNET: Shareholders May Opt to Cash out Shares ---------------------------------------------------------- The board of Amerindo Internet investment trust has recommended a reconstruction proposal that is very similar to one the board junked in April. Under the plan, assets of the firm will be divided into two pools. One pool represents assets of shareholders who want to acquire their investment and the other represents assets of stockholders who are willing to take risk in the company. Assets of the first pool will be liquidated, then shareholders belonging to this pool will get their cash through issuance of redeemable shares. If no third party buyer becomes interested in these stocks, shareholders have the option to sell them back to the continuing Amerindo vehicle. However, a continuation vehicle will only be created if the company has at least GBP25 million under management. The proposal requires a minimum of 75% of vote cast at the trust's extraordinary general meeting on July 9, 2004 to be fully executable. The board was forced to recommend the reconstruction after more than 50% of shareholders voted in favor of it. Meanwhile, Chairman John Botts and director Alberto Vilar have declared their intention to step down ahead of the AGM whose agenda includes a proposal for their ejection. ARB SHOPFITTING: Final Meeting of Members July 21 ------------------------------------------------- Members of ARB Shopfitting Limited Company will have a Final Meeting on July 21, 2004 at 2:00 p.m. It will be held at Highfield Court, Tollgate, Chandlers ford, Eadtleigh, Hampshire SO53 3TZZ. 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. Proxies must be lodged with the joint liquidator at Highfield Court, Tollgate, Chandlers Ford, Eastleigh, Hampshire SO53 3TZ not later than 12:00 noon, July 20, 2004. CONTACT: M R E Matthews, Joint Liquidator Highfield Court, Tollgate, Chandlers Ford, Eastleigh, Hampshire SO53 3TZ ARCADIAM LIMITED: Names B & C Associates Administrator ------------------------------------------------------ The Arcadiam Limited Company has appointed Jeffrey Mark Brenner of B & C Associates as joint administrative receiver. The appointment was made June 7, 2004. The company is engaged in building and associated services. Its registered office address is located at Trafalgar House, Grenville Place, Mill Hill, London NW7 3SA. CONTACT: B & C ASSOCIATES Trafalgar House, Grenville Place, Mill Hill, London NW7 3SA Receiver: Jeffrey Mark Brenner (IP No 9301) BHL FABRICATIONS: Extraordinary Winding up Resolution Passed ------------------------------------------------------------ At an Extraordinary General Meeting of the Members of the BHL Fabrications Limited Company on June 1, 2004 held at 42 St James Crescent, Swansea SA1 6DR, the Extraordinary Resolution to wind up the company was passed. Anthony Edward James of James & Uzzell, 42 St James Crescent, Swansea SA1 6DR has been nominated Liquidator for the purpose of the winding-up. CONTACT: JAMES & UZZELL 42 St James Crescent Swansea SA1 6DR Contact: Anthony Edward James, Liquidator BIG BAG: Calls in Liquidator ---------------------------- At an Extraordinary General Meeting of the Members of the Big Bag Company One Ltd Company on June 14, 2004 held at 43 Blackstock Road, London N4 2JF, the Extraordinary Resolution to wind up the company was passed. Andreas Georgiou Kakouris of 43 Blackstock Road, London N4 2JF has been nominated Liquidator for the purpose of the winding-up. CONTACT: Andreas Georgiou Kakouris, Liquidator 43 Blackstock Road, London N4 2JF BRITISH ENERGY: Uncertainty Remains Despite Return to Profit ------------------------------------------------------------ Highlights of results for the financial year ended March 31, 2004 (full year 2004) and the fourth quarter ended March 31, 2004 (fourth quarter): Key Points - Full year 2004 (a) Progress has been made towards the completion of the restructuring, but it still remains subject to a large number of significant uncertainties and important conditions. In October 2003, British Energy exchanged contractual agreements with the Government, BNFL and certain creditors regarding the terms of the Proposed Restructuring. The Secretary of State for Trade and Industry now expects to receive notification of a decision from the European Commission on the Government's State aid application during the autumn. (b) U.K. operating profit was GBP57 million before exceptional items compared to GBP7 million in the prior year. The improvement reflected the fact that, while average realized prices were GBP1.4/MWh lower at GBP16.9/MWh, total unit operating costs were reduced by GBP2.1/MWh to GBP16.5/MWh primarily as a result of higher output. The increase in profit did not include the potential P&L account savings of GBP58 million from the revised BNFL back end contracts, which will not be recognized pre-restructuring. Restructuring costs of GBP43 million were incurred during the year, compared to GBP35 million last year. (c) After net exceptional operating credits of GBP283 million, total U.K. operating profit for continuing activities after exceptional items was GBP340 million. This compared with a U.K. operating loss for continuing activities, after Exceptional operating items, of GBP3.90 million last year. The Group profit after tax and after total net exceptional credits of GBP403 million was GBP234 million. The U.K. loss before tax and before exceptional items for continuing activities was GBP194 million. (d) A summary of the results and the comparatives is set out in this table: FY 2004 FY 2003 (Year end 31 March - GBPm) U.K. operating profit before exceptional items - continuing 57 7 activities Net exceptional operating credits/(charges) 283 (3,906) U.K. operating profit/(loss) after exceptional items - 340 (3,899) continuing activities Group profit/(loss) after tax and exceptional items 234 (3,924) U.K. (loss) before tax and before exceptional items - (194) (274) continuing activities (1) ----- Note: (1) The continuing activities described above exclude the results of Bruce Power and Huron Wind which were disposed of on 14 February 2003 and the share of profits from AmerGen which was disposed of on 22 December 2003. For FY2004, this loss includes the revalorization charge of GBP187 million. Post-restructuring charges to the P&L account will reflect payments to the new Nuclear Liabilities Fund. (i) The Company conducted an asset impairment review at 31 March 2003 writing down fixed assets by GBP3,738 million. The carrying value of fixed assets has been reviewed again as at 31 March 2004, and, as a result, there was a non - cash accounting upward adjustment of GBP295 million for the partial reversal of the write- down of fixed assets in the prior year, principally due to an expectation of higher electricity prices. (ii) Following the asset impairment review at 31 March 2003, no additions have been recorded to fixed assets in 2004. As a consequence the Company expensed an estimated GBP70 million to the FY2004 P&L account that may have been capitalized in the absence of the impairment review. Expenditure previously treated as capital expenditure will continue to be fully expensed in the P&L account until it is possible to demonstrate that it enhances the value of the Company's fixed assets after taking into account the impairment review. (iii) Cash payments are being made to BNFL as if the revised back end contracts, which are contingent on the restructuring being implemented successfully, had become effective on 1 April 2003. The benefit of the revised BNFL back end contracts, GBP179 million in FY2004, is reflected in the cash flow statements. (iv) EBITDA from continuing activities was GBP107 million. After including potential P&L account savings of GBP58 million from the revised BNFL back end fuel contracts, adjusted EBITDA would have been GBP165 million in FY2004. Group operating cash flow from continuing activities was GBP156 million, which includes the cash flow benefit of the revised BNFL contracts. FY 2004 FY 2003 (Year end 31 March - GBPm) EBITDA(1) - continuing activities 107(2) (3) 280 Adjusted EBITDA - continuing activities after including P 165(4) 280 &L savings from revised BNFL back end fuel contracts Capital expenditure (expensed to P&L) 70 (2) - Group operating cash flow 156 336 Increase in total cash and liquid funds(5) 240 204 ------ Notes: (1) EBITDA is defined by the Company as operating income before interest expense, income taxes, depreciation and amortization. The Company has included information concerning EBITDA because it believes that it is used by certain investors as one measure of the Company's financial performance. EBITDA is not a measure of financial performance under United Kingdom generally accepted accounting principles and is not necessarily comparable to similarly titled measures used by other companies. EBITDA should not be construed as an alternative to operating income or to cash flows from operating activities (as determined in accordance with United Kingdom generally accepted accounting principles) as a measure of liquidity. (2) EBITDA continuing activities for FY2004 does not include the potential P&L account savings from the revised BNFL back end contracts of GBP58 million. Following the asset impairment review at 31 March 2003 (updated at 31 March 2004) all expenditure of a capital nature has been expensed through the P&L account. Capital expenditure in the table is shown for presentation purposes only. Capital expenditure will continue to be fully expensed in the P&L account until it is possible to demonstrate that it enhances the value of the Company after taking account of the impairment review. Based on U.K. GAAP, capital expenditure as referred to above cannot be added back to EBITDA. An amount estimated at GBP70 million may have been capitalized in the absence of the impairment review. (3) During FY 2004 there was a major unplanned outage at Heysham 1 with a resultant loss of output of some 3.2TWh, equivalent to some GBP71 million of lost profit contribution. (4) Adjusted EBITDA includes the potential P&L account savings of GBP58 million from the revised BNFL back end contracts. (5) Total cash and liquid funds is the sum of cash at bank and term deposits / bank balances. (i) Total output for the year was 72.6TWh. Nuclear output was 65.0TWh, up from 63.8TWh last year, but below the Company's target of 67.0TWh. Eggborough output was up 1.9TWh to 7.6TWh. The realized price for the year was GBP16.9/MWh, with a total operating cost of GBP16.5/MWh resulting in a positive margin of GBP0.4/MWh, an improvement over the negative margin of GBP0.3/MWh in the prior year. (ii) Total unit operating cost represents the average cost of generation of British Energy's entire output (both coal and nuclear), and includes depreciation and capital expenditure (expensed to the P&L account and estimated at GBP70 million) but does not include the P&L account benefits of the revised BNFL back end contracts of GBP58 million. (iii) A summary of output, realized prices and total operating unit costs is set out: (Year-end 31 March) FY 2004 FY 2003 Output (TWh) Nuclear 65.0 63.8 Coal 7.6 5.7 72.6 69.5 Realized price (GBP/MWh) 16.9 18.3 Total operating unit costs (GBP/MWh) 16.5 18.6 Margin(GBP/MWh) 0.4 (0.3) After adjusting Total operating unit costs for the revised BNFL back end contract P&L account savings and depreciation, the adjusted unit operating cost in FY2004 was GBP15.0/MWh resulting in an adjusted margin of GBP1.9/MWh, as set out: (Year-end 31 March 2004 GBP/MWH) FY 2004 Total operating unit costs 16.5 Revised BNFL back end contracts (0.8) Depreciation (0.7) Adjusted operating unit cost 15.0 Adjusted margin 1.9 (a) Our investment in AmerGen was sold for US$277m allowing the Government facility to be fully repaid. The year-end cash and liquid funds balance was GBP573 million of which GBP297 million was deposited in support of collateral requirements. Cash increased by GBP240 million in FY2004, with net debt of GBP310 million as of 31 March 2004. Details of cash and net debt are summarized in the table below, including an update as of 31 May 2004: Update (GBPm) As at 31 Mar 04 as at 31 May 04 Cash and term deposits not used for collateral 276 203 Cash and term deposits used for collateral 297 304 Total Cash 573 507 Total Debt: Pre restructuring 883 883 Less: total cash (573) (507) Net Debt 310 376 (a) Following the implementation of the Proposed Restructuring, GBP700 million of debt will replace the existing debt, the RBS letter of credit, and certain PPA's included in the restructuring. On this basis, pro forma net debt would have been GBP127 million at 31 March 2004 had restructuring become effective on that date. (b) The Company is taking forward plans to improve the operational performance and reliability of its nuclear plants. A major part of the drive is the Performance Improvement Program, which is central to the operational plans designed to enhance the prospects of the Group. The cost implications of these plans are discussed below. Key Points - Fourth Quarter (a) No comparative data is available because the Company only commenced publishing quarterly reporting for the 3rd Quarter ended 31 December 2003. In reviewing these results, it is important to note that, in general, output and realized prices tend to be higher in the third and fourth quarters of the year. (b) A summary of the results for the quarter ended 31 March 2004 is set out below: (Quarter ended 31 March 2004) GBPm U.K. operating profit before exceptional items - continuing activities 51 Net exceptional operating credits 310 U.K. operating profit after exceptional items - continuing activities 361 Group profit after tax and exceptional items 316 The U.K. operating profit of GBP361m was achieved after net exceptional operating credits of GBP310 million, which included a non-cash accounting upward adjustment of GBP295 million for the partial reversal of the write-down of fixed assets in the prior year. (Quarter ended 31 March 2004) GBPm U.K. operating profit before exceptional items 51 Add: Depreciation 14 EBITDA - Continuing activities (1) 65 Add: P&L savings of revised BNFL back end contracts 21 Adjusted EBITDA - continuing activities (1) 86 ----- Note: (1) See notes on EBITDA above (i) EBITDA from continuing activities was GBP65 million. Adjusted EBITDA, after including P&L account savings of GBP21 million from the revised BNFL back end contracts, was GBP86 million. (ii) Cash inflow from operating activities in the period was GBP155 million, which led to an increase in total cash and term deposits of GBP144 million. (iii) Total UK output for the quarter was 19.8TWh, of which nuclear output was 17.0TWh and Eggborough output was 2.8TWh. (iv) The realized price was GBP18.2/MWh and the total operating cost was GBP16.1/MWh - this represents a positive margin of GBP2.1/MWh, significantly better than the margin in the first 9 months, largely due to seasonal factors and the effect high output has on unit cost. Outlook (a) The target nuclear output for FY2005 is 64.5TWh to take account of the replacement of cast iron pipework which is an important component of improving future reliability. (b) FY2005 target nuclear output has been substantially contracted in order to hedge against price uncertainty. A large majority of these contracts are at fixed prices. As of the beginning of June, the average price of the fixed contracts for 2004/05 was GBP19.5/MWh. (c) Market prices have continued to increase over the last six months. Prices for annual baseload power for FY2005 were trading at around GBP22/MWh at the end of March 2004. Since then the implied prices for annual baseload power have risen such that for the rest of the current year they have recently traded around GBP25/MWh. (d) As part of the Company's plans to improve the condition and future reliability of the nuclear fleet, we are increasing year-on-year investment in major plant projects, repairs and strategic spares by some 34% to around GBP175 million. (e) In October 2003, the Company announced its projected three year average nuclear cost per MWh. As a result of the planned increase in investment in nuclear plant and other costs, the Company has revised upwards the projected three year average nuclear cash cost by approximately GBP1.30 per MWh, on an equivalent basis, excluding the effects of inflation. (e) It is the intention of the Company to pay dividends when the requirements of the business permit, subject to the distributable reserves position and restrictions under the restructuring arrangements. No dividend is expected in respect of the two financial years ending March 2005 and March 2006, as the Board believes that investing in the business is a prerequisite for a successful turnaround. Board/Management Changes (a) Whilst the robustness of the Company's balance sheet depends on completing a successful financial restructuring, the long term success of the Company depends on achieving a comprehensive turnaround of the business, in particular its nuclear fleet. It is for this reason that the Board was determined to make a number of key appointments in critical areas. (b) During the year, four new non-executive Directors were appointed - William Coley (U.S.A), Dr Pascal Colombani (France), Sir Robert Walmsley (U.K.) and John Delucca (USA), have strengthened the Board. In addition, as previously announced, Martin Gatto was appointed as Interim Finance Director. (c) In addition, since the year end, we have announced the appointments of Roy Anderson as our new Chief Nuclear Officer who joins the company on 5 July. Roy is currently President of PSEG and brings valuable experience from Previous nuclear turnarounds in the USA. Neil O'Hara joined on 4 May as our new Trading Director. Neil was previously at RWE, Centrica and AEP and has a key role in implementing and developing our trading strategy. Adrian Montague, Chairman, said: "In the past twelve months we have made considerable progress in agreeing the shape of the proposed restructuring and the new British Energy with the Government and our creditors. In October, we reached agreements with our major creditors on the restructuring plan. The way forward is subject to a large number of conditions including approval by the European Commission, Court sanction and settling certain documents with creditors. We must also establish our viability to the satisfaction of the Secretary of State for Trade and Industry. It is intended that the Proposed Restructuring be implemented in the current financial year but there is a great deal to do in order to achieve this, and the size of the task should not be underestimated." Financial statements are available free of charge at http://bankrupt.com/misc/BritishEnergy_Mar2004.htm. CONTACT: BRITISH ENERGY Paul Heward Phone: 01355 262201 Andrew Dowler Financial Dynamics: Phone: 020 7831 3113 BRYAD INFRASTRUCTURE: Members Final Meeting Set July 12 ------------------------------------------------------- Members of Bryad Infrastructure Limited Company will have a Final Meeting on July 12, 2004 at 12:10 p.m. It will be held at Sussux House, 8-10 Homesdale Road, Bromley, Kent BR2 9LZ. 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. BRYANT COUNTRY: Final Meeting of Members Set July 12 ---------------------------------------------------- Name of Companies: Bryant Country Homes Central Limited Bryant Country Homes Southern Limited Bryant Country Homes Cotswold Limited There will be a Final Meeting of the Members of these companies on July 12, 2004 at 10:45 a.m., 11:00 a.m. and 11:45 a.m. respectively. It will be held at Sussex House, 8-10 Homesdale Road, Bromley, Kent BR2 9LZ. 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 wan to be represented at the Meeting may appoint proxies. BRYANT PENSIONS: Sets Members Final Meeting ------------------------------------------- There will be a Final Meeting of the Members of Bryant Pensions Trust Limited Company on July 12, 2004 at 10:30 a.m. It will be held at Sussex House, 8-10 Homesdale Road, Bromley, Kent BR2 9LZ. 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. BURLINGHAM CARAVANS: Appoints F.A. Simms and Partners Liquidator ---------------------------------------------------------------- At an Extraordinary General Meeting of the Members of the Burlingham Caravans Limited Company on June 7, 2004, the Resolution to wind up the company was passed. Richard Simms and Alan Limb of F.A. Simms and Partners plc, Insol House, 39 Station Road, Lutterworth, Leicestershire LE17 5AP has been appointed Liquidators for the company. CONTACT: F.A. SIMMS AND PARNTERS PLC Insol, House 39 Station Road, Lutterworth, Leicestershire LE17 5AP Contact: Richard Simms, Liquidator Alan Limb, Liquidator CABLE & WIRELESS: Completes Acquisition of Monaco Telecom --------------------------------------------------------- On 2 June 2004, Cable and Wireless plc entered into a conditional agreement to acquire for cash a 55% stake in Monaco Telecom S.A.M. from Vivendi Universal through the acquisition of 100% of the issued share capital of Compagnie Monegasque de Communication. Having received the required approval of the Principality of Monaco, Cable & Wireless is pleased to announce that it has on Friday completed the acquisition. Cable & Wireless will have full management control over Monaco Telecom. Cable & Wireless has entered into a shareholders' agreement with the Principality, which contains, among other provisions, a prohibition on either Cable & Wireless or the Principality (subject to certain limited exceptions) selling their shares in Monaco Telecom for 5 years, mutual pre-emption rights on the transfer of shares and certain other limited rights in favors of the Principality. The Principality also has a put option entitling it to put its 45% shareholding in Monaco Telecom at certain times after 1 January 2008. The exercise price under the put option is fair market value, taking into account the nature of the minority stake in Monaco Telecom. Monaco Telecom is an integrated telecommunications operator created in 1997 following the privatization of the Principality's incumbent public telecommunications operator. Monaco Telecom has a license to provide public telecommunications services throughout Monaco, with exclusive rights to provide fixed line, mobile, internet access, and cable services in Monaco until at least 2014. Internationally, Monaco Telecom has operated a mobile network in Kosovo since 2000, under a management contract and, at the beginning of 2003, it was awarded the second GSM license in Afghanistan as the strategic partner in a consortium 51% owned by the Aga Khan Fund for Economic Development. CONTACT: CABLE & WIRELESS PLC Investor Relations: Virginia Porter Acting Director Phone: +44 20 7315 4460 Craig Thornton Manager Phone: +44 20 7315 6225 Glenn Wight Manager Phone: +44 20 7315 4468 Media: Lesley Smith Group Director of Corporate & Public Affairs Phone: +44 20 7315 4410 FINSBURY Alice Macandrew Phone: +44 20 7251 3801 CANARY WHARF: Songbird Offer Extended Until June 24 --------------------------------------------------- On 16 April 2004, Songbird announced the terms of a recommended cash offer for the entire issued share capital of Canary Wharf. The Offer Document, together with the AIM Document, was subsequently posted to Canary Wharf Shareholders on 23 April 2004. On 21 May 2004, Songbird declared that the Offer had become unconditional in all respects and extended the Offer to 4 June 2004. The Offer was subsequently extended until 10 June 2004 and then until 17 June 2004. As at 1:00 p.m. (London time) on 17 June 2004, Songbird had received valid acceptances, and Songbird Estates plc had acquired, a total of 384,407,004 Canary Wharf Shares, representing approximately 65.7% of the existing issued share capital of Canary Wharf. Included in this total are the 85,004,663 Canary Wharf Shares held by the Glick Entities, representing approximately 14.5% of the issued share capital of Canary Wharf, which have been acquired by Songbird Estates. Included within the acceptances are those acceptances received pursuant to the irrevocable undertaking to accept the Offer given by companies held by a trust for the benefit of HRH Prince Alwaleed Bin Talal Abdulaziz Al Saud and his family in respect of 13,288,000 Canary Wharf Shares, representing approximately 2.3 percent of the issued share capital of Canary Wharf. Also included in the acceptances are those received from the former members of the Independent Committee, George Iacobescu and Peter Anderson, who stated in the Offer Document their intention to accept the Offer in respect of their beneficial holdings of 3,955,001 Canary Wharf Shares, representing approximately 0.7 percent of the issued share capital of Canary Wharf. As at the close of business on 16 June 2004, the Morgan Stanley Group was the beneficial owner of 732,328 Canary Wharf Shares and held 27,295 Canary Wharf Shares on behalf of clients. Valid acceptances have been received by Songbird in respect of 748,573 of these Canary Wharf Shares. As at the close of business on 16 June 2004, Goldman Sachs International was the beneficial owner of 239 Canary Wharf Shares. Valid acceptances have not been received by Songbird in respect of these Canary Wharf Shares. Save as disclosed above, neither Songbird nor any person acting, or deemed to be acting, in concert with Songbird held any Canary Wharf Shares or rights over Canary Wharf Shares prior to the Offer Period and neither Songbird nor any person acting, or deemed to be acting, in concert with Songbird has acquired or agreed to acquire any Canary Wharf Shares or rights over Canary Wharf Shares during the Offer Period. Extension of Offer to 24 June 2004 Songbird announces that the Offer will remain open for acceptances until 1:00 p.m. (London time)/8:00 a.m. (New York time) on Thursday, 24 June 2004. The Offer will then close unless further extended. Songbird also announces that Canary Wharf Shareholders will continue to be able to elect to vary the proportions of Class B Shares and cash consideration they receive in respect of their Canary Wharf Shares. As a result of the extension of the Offer until 24 June 2004, Canary Wharf Shareholders will be able to accept the Offer and make an election to vary the proportions of Class B Shares and cash consideration that they receive in respect of their holdings of Canary Wharf Shares. If they so elect, Canary Wharf Shareholders will be able to receive 295 pence in cash per Canary Wharf Share. However they will not be able to elect to receive Class C Shares in lieu of consideration to which they would otherwise be entitled. As permitted by the terms and conditions of the Offer, Songbird will elect to treat elections received (or validated or completed) during the period from 1:00 p.m. (London time)/8:00 a.m. (New York time) on 17 June 2004 until 1:00 p.m. (London time)/8:00 a.m. (New York time) on Thursday 24 June 2004 as forming a separate pool of elections for the purposes of determining the cash and Class B Shares available to meet such elections. The number of Class B Shares that will therefore be made available to meet elections made after 1:00 p.m. (London time)/8:00 a.m. (New York time) on 17 June 2004 until 1:00 p.m. (London time)/8:00 a.m. (New York time) on Thursday 24 June 2004 for the purposes of paragraph 6 of Part B of Appendix 1 to the Offer will be determined based upon the number of valid acceptances received (or validated or completed) during that period. Canary Wharf Shareholders should note that, if any elections received during this period purport to make an election for Class C Shares, those elections will be deemed to be elections for Class B Shares and will be dealt with accordingly. Settlement of the consideration due to Canary Wharf Shareholders who accept the Offer after 1:00 p.m. (London time)/8:00 a.m. (New York time) on 17 June 2004 will be made within 14 days of a valid acceptance. Canary Wharf Shareholders who wish to accept the Offer, and who have not done so, should complete their Form(s) of Acceptance in accordance with the instructions printed thereon, whether or not their Canary Wharf Shares are held in certificated or uncertificated form, and return them by post or (during normal business hours) by hand to Capita IRG Plc, Corporate Actions, P.O. Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH as soon as possible and, in any event, so as to be received by no later than 1:00 p.m. (London time)/8:00 a.m. (New York time) on Thursday 24 June 2004. Additional copies of the Offer Document, Forms of Acceptance and the AIM Document can be obtained by telephoning Capita on 0870 162 3100 (or, if calling from outside the United Kingdom, Phone: +44 20 8639 2157). CONTACT: CANARY WHARF Press Inquiries: MORGAN STANLEY Mark Warham Brian Magnus Phone: +44 20 7425 5000 ROTHSCHILD Alex Midgen Ben Davey Phone: +44 20 7280 5000 KPMG CORPORATE FINANCE Michael Higgins Richard Brown Phone: +44 20 7311 1000 HOARE GOVETT Nigel Mills Ranald McGregor-Smith Phone: +44 20 7678 8000 TULCHAN COMMUNICATIONS Andrew Grant Katie Macdonald-Smith Phone: +44 20 7353 4200 SMITHFIELD FINANCIAL John Antcliffe Phone: +44 20 7360 4900 FINSBURY LIMITED Phone: +44 20 7251 3801 CAR COSMETICS: Brings in Liquidator ----------------------------------- At an Extraordinary General Meeting of the Car Cosmetics (Essex) Ltd Company on June 9, 2004 held at Salisbury House, 31 Finsbury Circus, London EC2M 5SQ, the Ordinary and Extraordinary Resolutions to wind up the company were passed. Duncan R Beat has been appointed Liquidator of the Company. CARPETS INTERNATIONAL: Hires KPMG Liquidator -------------------------------------------- At an Extraordinary General Meeting of the Carpets International (U.K.) Limited Company on June 11, 2004 held at KPMG LLP, 1 The Embankment, Neville Street, Leeds LS1 4DW, the Ordinary and Extraordinary Resolutions to wind up the company were passed. Francis Graham Newton and Richard Dixon Fleming of KPMG LLP have been appointed Joint Liquidators for the purpose of such winding-up. CONTACT: KPMG LLP 1 The Embankment, Neville Street, Leeds LS1 4DW Contact: Francis Graham Newton, Liquidator Richard Dixon Fleming, Liquidator CAR SUPERSTORE: Meeting of Unsecured Creditors June 29 ------------------------------------------------------ The unsecured Creditors of The Car Superstore Limited Company will have a General Meeting on June 29, 2004 at 11:00 a.m. It will be held at BDO Stoy Hayward LLP, 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 28, 2004. CONTACT: BDO STOY HAYWARD LLP Commercial Buildings 11-15 Cross Street, Manchester M2 1BD Contact: D J Power, Joint Administrative Receiver CEROANNI LTD.: Owner Leaves Several Brides-to-be Teary-eyed ----------------------------------------------------------- Administrators have been appointed to Bristol-based wedding dress shop Ceroanni Ltd. whose owner, Gaetano Nocera, has fled to Italy, leaving many brides-to-be unable to claim their gowns. Roger Isaacs, of Milsted Langdon chartered accountants and insolvency practitioners, was appointed administrator Friday, according to Europe Intelligence Wire. Mr. Isaacs said, "We have managed to salvage the position for the vast majority of people. The ones who have paid for their dresses that are not in the shop are the real losers, because not only have they lost their money, there is no dress for them." Pinxit Bridal, which has been in talks with the administrators, bought all of the company's stock with a view to sorting out the chaos Mr. Nocera left. David Brand, of Pinxit Bridal, said, "We are not in a position to buy the company. We have just bought the stock. As you can probably understand we are dealing with a lot of very upset women." "We are trying to reunite the girls with their dresses, which are still in the shop and can be matched up. We will make every effort to give brides their dresses by working on behalf of the administrators and will collect any outstanding balances for them," Mr. Brand added. CONTACT: MILSTED LANGDON Winchester House Deane Gate Avenue Taunton TA1 2UH Phone: 01823 445566, 01823 445593 Fax : 01823 445555 E-mail: advice@milsted-langdon.co.uk Web site: http://www.milsted-langdon.co.uk COLLINGWOOD DEVELOPMENTS: Hires Deloitte & Touche Administrator --------------------------------------------------------------- Adrian Berry and Ian Brown of Deloitte & Touche have been appointed joint administrative receivers for Collingwood Developments Limited. The appointment was made June 11, 2004. The company develops properties. CONTACT: DELOITTE & TOUCHE LLP 34-40 Grey Street, Newcastle upon Tyne NE1 6AE Receivers: Adrian Berry Ian Brown (IP No 8601, 7236) COLTAN ENGINEERS: Winding up Resolutions Passed ----------------------------------------------- At an Extraordinary General Meeting of the Members of the Coltan Engineers Limited Company on June 8, 2004 held at Emerald House, 20-22 Anchor Road, Aldridge, Walsall WS9 8PH, the Ordinary and Extraordinary Resolutions to wind up the company were passed. C H I Moore has been appointed Liquidator for the purpose of such winding-up. CONISTON HOTELS: Final Meeting Set July 29 ------------------------------------------ The Coniston Hotels (Sittingbourne) Ltd Company will have a Final Meeting on July 29, 2004 at 10:00 a.m. It will be held at Bank Chambers, 1 Central Avenue, Sittingbourne, Kent ME10 4AE. 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. CROWNCAST LIMITED: Names Liquidator from Smith & Williamson ----------------------------------------------------------- At an Extraordinary General Meeting of the Crowncast Limited Company on June 7, 2004 held at The Coniston Hotel, 70 London Road, Sittingbourne, Kent ME10 1NT, the Ordinary and Extraordinary Resolutions to wind up the company were passed. Mark Newman of Smith & Williamson Ltd, First Floor, Holbrook House, 72 Bank Street, Maidstone, Kent ME14 1SN has been appointed Liquidator for the purpose of such winding-up. CONTACT: SMITH & WILLIAMSON LTD First Floor, Hoolbrook House, 72 Bank Street, Maidstone, Kent ME14 1SN Contact: Mark Newman, Liquidator DECO HOLDINGS: Appoints Receivers from Begbies Traynor ------------------------------------------------------ The Deco Holdings Limited Company has appointed Jamie Taylor and David Paul Hudson of Begbies Traynor as joint administrative receivers. The appointment was made June 8, 2004. The company manufactures furniture. Its registered office address is located at Blandford Hill, Milborne St Andrew, Dorset DT11 0HZ. CONTACT: BEGBIES TRAYNOR The Old Exchange, 234 Southchurch Road, Southend-on-Sea, Essex SS1 2EG Receivers: Jamie Taylor David Paul Hudson (IP Nos 002748, 008977) EIDOS PLC: Considers Selloff After Third Profit Warning ------------------------------------------------------- Computer games publisher Eidos has made a sale an option as it reviews strategic alternative to survive in a highly competitive market. It announced it would entertain interest from rivals as it warns of a potential small loss due to the rescheduling of the release of "ShellShock: Nam 67", its latest video game, to September. "The expected contribution from this rescheduled title will fall into the financial year ending on 30 June 2005 and consequently the company now expects to report a breakeven-to-small loss for the financial year to 30 June 2004," it said. The statement follows a second warning last month that sales performance of "Hitman: Contracts" had proved disappointing and would have a negative impact on profits. It recognized then that scale, diversity and financial strength, were becoming ever more important in the computer games market. Added to it is the need to invest more heavily in research and development ahead of the next hardware cycle. "These market trends and the changing competitive landscape mean that Eidos is becoming increasingly reliant on the performance of key titles," the company said. After Thursday's share movements, the company's market value was GBP156 million. According to independent.co.uk, interested parties in Eidos might include Sony, Microsoft, Activision and Electronic Arts. CONTACT: EIDOS INTERACTIVE LTD. Wimbledon Bridge House 1 Hartfield Road Wimbledon London SW19 3RU Phone: (+44) 20 8636 3000 Fax: (+44) 20 8636 3001 Home Page: http://www.eidos.co.uk EORIGEN LIMITED: Names Elwell Watchorn & Saxton Administrator ------------------------------------------------------------- The Internet-based E-learning company, Eorigen Limited has appointed Graham Stuart Wolloff and Richard John Elwell as joint administrative receivers. The appointment was made June 11, 2004. CONTACT: ELWELL WATCHORN & SAXTON 2 Axon, Commerce Road, Lynchwood, Peterborough PE2 6LR Receivers: Graham Stuart Wolloff Richard John Elwell (IP Nos 8879, 6057) EVENTER LIMITED: Close Invoice Appoints Receivers ------------------------------------------------- Close Invoice Finance Limited called in Anthony Murphy, Roger Tulloch and Robert Horton of Smith & Williamson Limited as receivers for advertising and design consultancy firm, Eventer Limited (Reg No 02602705). The application was filed June 11, 2004. CONTACT: SMITH & WILLIAMSON LIMITED No 1 Bishops Wharf, Walnut Tree Close, Guildford, Surrey GU1 4RA Receivers: Anthony Murphy Roger Tulloch Robert Horton (Office Holder Nos 8716, 9174, 8922) FORSBROOK FURNITURE: Names Liquidator from David Horner & Co ------------------------------------------------------------ At an Extraordinary General Meeting of the Members of the Forshbrook Furniture Limited Company on June 8, 2004 held at the offices of David Horner & Co., 11 Clifton Moor Business Village, James Nicolson Link, York YO30 4XG, the Ordinary and Extraordinary Resolutions to wind up the company were passed. David Anthony Horner of David Horner & Co, 11 Clifton Moor Business Village, James Nicolson Link, York YO30 4XG has been appointed Liquidator for the purpose of such winding-up. CONTACT: DAVID HORNER & CO 11 Clifton Moor Business Village, James Nicolson Link, York YO30 4XG Contact: David Anthony Horner, Liquidator GILES MACHINE: Names Liquidator from Harris Lipman -------------------------------------------------- At an Extraordinary General Meeting of the Giles Machine Tools Limited Company on June 10, 2004 held at the offices of Harris Lipman, Atlantic House, Imperial Way, Reading RG2 0TD, the Special, Ordinary and Extraordinary Resolutions to wind up the company were passed. Stephen L Harfitt of Harris Lipman, AtlanticCourt, Imperial Way, Reading RG2 0TD has been appointed Liquidator for the purpose of such winding-up. CONTACT: HARRIS LIPMAN AtlanticCourt Imperial Way, Reading RG2 0TD Contact: Stephen L Harfitt, Liquidator GREYCOAT FINANCE: In Administrative Receivership ------------------------------------------------ Eurohypo Aktiengesellschaft called in Richard Heis and Jane Bronwen Moriarty as receivers for Greycoat Finance Limited Company (Reg No 3271970, Trade Classification: 70120). The application was filed June 11, 2004. The company is engaged in real estate operations. CONTACT: Richard Heis Jane Bronwen Moriarty (Office Holder Nos 8618, 9095) 8 Salisbury Square, London EC4Y 8BB GREYCOAT MANAGEMENT: Eurohypo Aktiengesellschaft Names Receivers ---------------------------------------------------------------- Eurohypo Aktiengesellschaft called in Richard Heis and Jane Bronwen Moriarty receivers for Greycoat Management & Finance Ltd Company (Reg No 00578094, Trade Classification: 93050). The application was filed June 11, 2004. The company is engaged in management services. CONTACT: Richard Heis Jane Bronwen Moriarty (Office Holder Nos 8618, 9095) 8 Salisbury Square, London EC4Y 8BB HANDMADE SOAP: Hires Houghton Stone Business Administrator ---------------------------------------------------------- The Handmade Soap Company Limited has appointed Simon Thornton of Houghton Stone Business Recovery as joint administrative receiver. The appointment was made June 9, 2004. The company manufactures soap. CONTACT: HOUGHTON STONE BUSINESS RECOVERY The Conifers Filton Road, Hambrook, Bristol BS16 1QG Receiver: Simon Thornton (IP No 9031) H A WOODS: Hires Oury Clark Liquidator -------------------------------------- At an Extraordinary General Meeting of the H A Woods Limited Company on June 11, 2004 held at Herschel House, 58 Herschel Street, Slough SL1 1PG, the Special, Ordinary and Extraordinary Resolutions to wind up the company were passed. Elliot Harry Green and Derrick Arthur Smith of Oury Clark, Herschel House, 58 Herschel Street, Slough, Berkshire SL1 1HD have been appointed Joint Liquidators for the purpose of such winding-up. CONTACT: OURY CLARK Herschel House 58 Herschel Street, Slough, Berkshire SL1 1HD Contact: Elliott Harry Green, Liquidator Derrick Arthur Smith, Liquidator HIT ENTERTAINMENT: Reduced Order from U.S. to Hit Profit -------------------------------------------------------- HIT Entertainment warned last week that its profit would be below market expectations after a major U.S. costumer made a significant reduction of its order for the children's television company's products. It now expects pre-tax profits for the year to be 15 to 20% below market expectations of GBP41 million. Shares in the company plunged from 83p to 210p or a drop of 28% after the announcement, wiping off some GBP131 million on the company's market capitalization. HIT, which gets 60% of its revenues from the U.S., said that it already had shipped additional stock to the U.S. However, those stocks are to be shipped back after its major retailer -- identified by Times Online as Wal-Mart -- decided to reduce distribution of children's videos and DVDs. Wal-Mart believes that it would be more profitable if it devotes the space to other products, according to the report. According to independent.co.uk, analysts at Bridgewell Securities commented that were surprised by the extent of the profits hit. "For this to have had such an impact 11 months into its current trading year suggests a pretty sizeable stock write-down," they said. There are now worries that other retailers may follow suit. HIT chief executive Rob Lawes expressed that despite "this disappointing development" HIT remains a highly profitable company. It had "one of the strongest portfolios of young children's properties and a strong home entertainment release schedule in the months ahead", he said. Mr. Lawes asserted that HIT is still optimistic and is pleased at the progress being made toward pursuing a plan to establish a digital television pre-school channel in the U.S. with the cable group Comcast and other partners. CONTACT: HIT ENTERTAINMENT PLC Maple House 149 Tottenham Court Road London W1T 7NF U.K. Phone: +44 (0)20 7554 2500 E-mail: sforrest@hitentertainment.com Home page: http://www.hitentertainment.com Contact: Simon Forrest, Director of Corporate Communications Investor Relations JARVIS PLC: Fastline Buyout Cleared of Antitrust Concern -------------------------------------------------------- Competition Minister Gerry Sutcliffe is releasing Jarvis plc from undertakings it gave in lieu of a merger reference to the then Monopolies and Mergers Commission in 1998. Mr. Sutcliffe said: "The Office of Fair Trading has advised me that the undertakings given by Jarvis in relation to its purchase of Fastline Group Limited are no longer necessary. "Given that Network Rail announced on 24 October 2003 that it no longer intended to outsource maintenance contracts, competition for such contracts will cease. This removes the competition concern which led to the undertakings originally being sought." * * * (a) The then Secretary of State accepted undertakings from Jarvis in lieu of reference on 12 February 1998. This decision was taken under Section 75G of the Fair Trading Act 1973. (b) The acquisition of Fastline resulted in Jarvis owning over half of certain types of specialized railway infrastructure maintenance equipment necessary for infrastructure maintenance contractors (IMCs) -- of which Jarvis was one -- wishing to compete for infrastructure maintenance contracts. The competition concern was that, in the short to medium term, IMCs seeking to compete against Jarvis for these contracts might not have adequate access to such equipment. The undertakings required Jarvis to set up a separate company for the hire of this equipment which would be operated on a non-discriminatory basis. Since 1998, the supply of this equipment has become more competitive as the number of suppliers has increased. (c) Copies of the original undertakings, and the present release document are available from Ian Lomas, CCP3, Department of Trade and Industry, Room 637, 1 Victoria Street, London SW1H 0ET and e-mail Ian.Lomas@dti.gsi.gov.uk or call 020 7215 5009 or fax 020 7215 6565. * * * Jarvis struggled after its reputation was tarnished by the train derailment at Potters Bar in 2002. In May broker Dresdner Kleinwort Wasserstein lowered its earnings prediction for the engineering group from GBP51 million to GBP40.4 million for 2004. K17 LIMITED: Appoints CBA Administrator --------------------------------------- The K17 Limited Company (Reg No 03695612) has appointed Neil Charles Money and Mark Grahame Tailby of CBA as joint administrators. The appointment was made June 9, 2004. The company is an agent in textiles, footwear among others. Its registered office address is c/o 435 Lichfield Road, Aston, Birmingham B6 7SS. CONTACT: CBA Lichfield Place 435 Lichfield Road, Aston, Birmingham B6 7SS Joint Administrators: Neil Charles Money Mark Grahame Tailby (Office Holder Nos 8900, 9115) MARKS & SPENCER: Green Seeking Backer from U.S. Investors --------------------------------------------------------- Entrepreneur Philip Green is trying to solicit support for his attempt to take over clothing retailer Marks & Spencer from across the continent, The Scotsman reports. Mr. Green is understood to be arranging meetings with Marks & Spencer's U.S. shareholders, particularly San Diego-based investment fund Brandes. Brandes has a stake of almost 12% and is the firm's biggest shareholder. Mr. Green refused to comment on speculation that he would abandon the plan if he does not get the backing, according to The Scotsman. He also said he has no pending meetings "at the moment." Mr. Green approached the company last week with an increased GBP8.4 billion-offer 375p-a-share), but was again turned down. To note, analysts have warned that Marks & Spencer will not entertain bids lower than GBP400 p-a-share. Mr. Green reportedly told Marks & Spencer about an arranged financing of up to GBP11.9 billion for the bid. Under it, Goldman Sachs, the U.S. investment bank, would be providing GBP800 million through its private equity arm. MARKS & SPENCER: Survey Mirrors High Confidence in New Chief ------------------------------------------------------------ Majority of Marks & Spencer customers is in favor of a reorganization of the company under new chief executive Stuart Rose rather than a selloff to billionaire Philip Green. According to Reuters, an ICM survey shows 70% of Marks & Spencer shoppers and 62% of all consumers surveyed said Mr. Rose should be allowed to make his planned changes at the clothing retailer. Mr. Stuart was brought in this month to ward off a takeover attempt from the owner of Bhs department stores and Top Shop and Dorothy Perkins fashion chains. Last week he rejected an improved GBP8.4 billion bid approach from Mr. Green. He will take charge of the women's clothing department to reassure investors of sales growth and boost in share value. The survey of 1,000 consumers by ICM, which was published in trade magazine Retail Week, showed that 36% of consumers wanted the shop to go back to how it was five to 10 years ago, against just 31% who did not. Marks & Spencer had increasingly lost customers to fashion rival Next and supermarkets such as Tesco and Asda. Mr. Rose has brought in former colleagues such as Charles Wilson and Steven Sharp to overhaul the company. MILBORNE LIMITED: Hires Begbies Traynor Administrator ----------------------------------------------------- The Milborne Limited Company has appointed Jamie Taylor and David Paul Hudson as joint administrative receivers. The appointment was made June 8, 2004. The company manufactures furniture. CONTACT: BEGBIES TRAYNOR The Old Exchange, 234 Southchurch Road, Southend-on-Sea, Essex SS1 2EG Receivers: Jamie Taylor David Paul Hudson (IP Nos 002748, 008977) MISYS PLC: Difficulties in Banking and Securities Hit Revenues -------------------------------------------------------------- Trading Update Misys' Executive Chairman, Kevin Lomax said: "Misys' performance as a Group is in line with expectations. We have seen an improved second half in both Banking and Securities and Healthcare with increases in order intake in both and significant customer wins that validate our product and market focus. However, in Banking and Securities conditions continue to be challenging. In Healthcare we continue to invest heavily in our clinical products suite. In Sesame there are signs that the environment may be improving, but we are also investing in the delivery of new market offerings ahead of the various regulatory changes expected at the turn of the current calendar year. General Insurance continues to perform well." Overview The trading performance of the Group since the announcement of the interim results in January 2004 has been in line with expectations and consistent with the guidance we gave then. Overall Group revenues for the year are expected to be 10% below last year. Continued weak market conditions led to a reduction in revenues in both the Banking and Securities Division and the Financial Services Division, and the disposal of two non-core Banking and Securities businesses further reduced revenues in that division. In contrast, Misys Healthcare performed well although the further strengthening of Sterling against the U.S. Dollar means that reported revenues will be slightly below those in the prior year. Group operating margins for the first half were around two percentage points below those reported in the comparable period last year and the margins for the full year are expected to show about the same level of reduction. There were, nevertheless, signs of improvement in both the Banking and Securities Division and in Sesame. In Banking and Securities, Initial License Fee (ILF) order intake, on a comparable basis, was 8% ahead of last year in the second half and marginally up for the year as a whole. This increase reflects a number of large orders signed in the second half. In Sesame there was evidence towards the end of the year of stabilization in the number of our registered individuals (RIs), a positive trend in RI productivity and strong uptake of our new mortgage and general insurance offerings. Banking and Securities Division Total divisional revenues for the full year are expected to be down by 14% on last year although total revenues in the second half, on a comparable basis, were broadly in line with the prior period. While there is evidence that some banks' IT budgets are starting to grow again, banks remain cautious in initiating larger IT projects. Against this background, the Division's increased product and market focus led to a number of high value deals being signed during the year. Misys Wholesale signed contracts for Midas plus, our new global processing solution, with a number of leading banks including HBOS, OCBC, Banco do Brasil and Bayerische Landesbank. The ILF order intake on these larger deals averaged more than GBP1.6 million. Misys Wholesale also saw progress in emerging markets, including five new customer wins at domestic banks in China. Loan IQ, which we acquired during the second half, and Crossmar Matching Service (CMS) have both performed well. Our increased strategic focus on the retail market is bearing fruit, with Misys Retail closing a number of significant deals during the year. These included a major deal with CC Bank in Germany, the consumer finance organization of Santander Group. This deal has a substantial services component and will be implemented over the next three years. In addition, we have also signed a number of large services only contracts including Fundacion and Bank of Butterfield. This activity, together with several high value deals from Summit, which included Bayerische Landesbank, FHLB, Bank of China and Mitsui, contributed to the increase in both ILF and Professional Services backlog. Expected revenues and order intake for the financial year are as follows: % change from last year As reported On a comparable basis * Full year H1 H2 Full year Total divisional revenues -14% -14% -1% -8% Initial License Fees -18% -16% -3% -10% Maintenance -5% +1% 0% +1% Professional Services -30% -38% -2% -23% Year ended 31 May 2004 % change from last year GBPm As On a comparable basis * reported H1 H2 FY ILF order intake full year 67 -9% -8% +8% +1% Closing ILF order book 27 +5% -6% +11% +11% --------- Footnote: * On a comparable basis means at constant exchange rates, excludes the incremental benefit in 2004 of the 2003 and 2004 acquisitions and excludes the results of the disposals from both years. Analysis of results on a comparable basis. While ILF order intake for the full year was 1% above last year, ILF order intake in the second half at GBP38 million was 8% ahead of the comparable period last year. ILF taken to revenue was lower by 10%, but the closing ILF order book at GBP27 million was higher than at the end of both May and November 2003. The lower level of ILF revenues over the last 12 months has continued to hold back the growth in maintenance revenues. Professional Services revenues in the second half were, as anticipated in January, ahead of those in the first half and only just below the equivalent period last year. Operating margins, excluding the effects of acquisitions and disposals from both years, are expected to be below those achieved last year, principally as a result of the reduced revenue. Acquisitions and disposals. Towards the end of the first half we announced the sale of the U.K. back office products business from within Misys Asset Management Systems and certain equities trading products from within Misys Securities Trading Systems (MSTS), with the remaining elements of MSTS sold in early December 2003. From 1 June 2003 up to the dates of their respective disposal, these businesses recorded revenue of GBP13 million (year to 31 May 2003: GBP44 million) and operated at breakeven (2003: operating profit GBP7 million). In late April 2003 we acquired Crossmar Matching Services (CMS), which, during the year to May 2004, recorded revenues of GBP7 million (all of which were transaction services revenues). In January 2004 we acquired Loan IQ, which recorded revenues of GBP5 million from then to the end of the year. Both businesses had operating margins broadly in line with the rest of the Division. Misys Healthcare Systems Total underlying divisional revenues in U.S. Dollar terms, and excluding the effect of the Misys CPR (formerly Patient1) acquisition, are expected to be 3% ahead of last year. The further strengthening of Sterling against the U.S. Dollar has continued to impact reported sterling revenues which, including Misys CPR, are expected to be 1% below the equivalent period last year. Over the past year, we signed significant contracts that further support our areas of clinical focus in each of the venues of care - hospitals, physician offices and the patient's home. In the hospitals venue we signed two significant contracts, with POH Medical Center, our first CPR/EMR contract, and with Pascack Valley Hospital, our first CPR/Laboratory contract. We were also successful in expanding our business with existing CPR and departmental clients. In physician offices, Misys EMR showed strong growth in order intake, including a new contract with Genesys Health Ventures, our largest ever EMR deal. It is clear that the rate of growth in the EMR market is accelerating. Given this opportunity we are bringing forward our investment in product development in this area. This will result in an incremental research and development spend of around GBP3 million in the current year. Within the expanding patient homecare market, Misys Homecare experienced continued strong growth highlighted by several large deals including Catholic Healthcare West, St. Vincent's Medical Center and New England Home Care. We also announced Misys Optimum, our enterprise clinical product suite, that operates across all venues of care. Expected revenues and order intake for the financial year are: % change from last year As reported On a comparable basis * Full year H1 H2 Full year Total divisional revenues -1% +6% 0% +3% Initial License Fees 1% +14% 0% +7% Maintenance 2% +9% +6% +7% Transaction Services -8% +2% +1% +2% Year ended 31 May 2004 % change from last year GBPm As On a comparable basis * reported H1 H2 FY ILF order intake full year 54 -1% -8% +13% +3% Closing ILF order book 31 -4% -16% -4% -4% -------- Footnote: * On a comparable basis means at constant exchange rates, excluding the incremental benefit of the current year acquisition. Analysis of results on a comparable basis. Overall, the Division reported good growth in revenues with both ILF and maintenance revenue achieving 7% growth. The slower growth in transaction services revenues continues the trend that has been evident over the last 18 months and is in line with the experience of other suppliers in the market. Total ILF order intake was 3% ahead of the prior year and reflects a relatively weaker H1 (down 8%) but a considerably stronger H2 (up 13%). The closing ILF order book, on a comparable basis (excluding Misys CPR), at GBP27 million, is above November 2003 but below May 2003. ILF revenues were ahead in H1 by 14%. This principally reflects the fact that Hospital Systems have made good progress, particularly in the first half, completing the final phase of a number of older orders, enabling us to recognize the related revenues. In H2 ILF revenues were in line with the prior year period. Operating margins in Healthcare, excluding Misys CPR and the associated integration costs, are expected to be slightly ahead of last year. (For more information on the impact of exchange rates see 'Notes for Guidance' at the end of this statement). Acquisitions. Misys CPR (formerly Patient1), acquired in July 2003, has made a strong start with ILF order intake, at GBP3m, well ahead of our expectations. We have signed a number of large orders including our first combined Misys EMR/Misys CPR deal. During the year Misys CPR recorded revenues of GBP15 million (including GBP2 million ILF) and, as expected, operated at breakeven before integration costs. In the full year these one-off integration costs were approximately GBP3 million. The total integration costs are expected to amount to approximately GBP7 million and nearly all of the balance of these costs will be incurred in the current financial year. These costs will not be treated as exceptional costs and will be charged to operating profits. Financial Services Division Revenues in Sesame for the full year are expected to be 18% below last year. As anticipated in January, while we have continued to see a reduction in the overall number of registered individuals (RIs) in our regulated network, the rate of decline has slowed in the second half. The overall number of RIs in our regulated and unregulated networks has stabilized in the second half as set out below. In addition the productivity of our members has improved during the period. Ahead of the forthcoming regulation of the mortgage and general insurance markets, the take up of our new service offerings to members has been well ahead of expectations. Average No of RIs for the Closing No of RIs year ended May May May Nov May 2003 2004 2003 2003 2004 Regulated 6,450 5,000 5,600 4,800 4,550 Unregulated 650 1,300 1,000 1,250 1,550 Total 7,100 6,300 6,600 6,050 6,100 Operating margins in Sesame in the second half are expected to be about half those in the first half. This reduction is due to the reduced number of RIs in the network, the full six-month effect of the harmonization of pricing rates introduced in August 2003, the increased cost of compliance and regulation together with the additional investment required ahead of the introduction of the regulation of mortgage and general insurance in October 2004 and January 2005. The continuation of this investment together with preparations for the introduction of multi-tie arrangements will result in Sesame operating at just above break even in the first half of the year. The revenues associated with the new products will start to come through in the second half. The General Insurance business has delivered another good performance with increased levels of order intake and a record level of operating profit. The business also saw record levels of EDI transactions and successfully launched a number of new products including Premium Finance, FSA Regulation and OASys Commercial software modules. Interest and Taxation Interest charged during the year will be below that for last year mainly reflecting lower average interest rates As reported in January, in the first half the Group reached agreement with various revenue authorities, particularly in the US, covering a number of prior years. The provisions at 31 May 2003 relating to these outstanding periods exceeded the additional cash payments arising from the agreements and, as a result, there will be a prior year tax credit in the Profit and Loss Account amounting to GBP14.6 million. Given the size of this prior year item we intend to exclude it from our adjusted EPS figures. The underlying tax rate for the full year, before prior year credits, is expected to be an effective rate on profit before taxation, non-operating exceptional items and goodwill amortization of no more than 15%. Share Capital During the year the Group has purchased 45.4 million shares (either into the ESOP, or into Treasury or to be cancelled) all of which have the effect of reducing the average number of shares in issue used for the EPS calculation to 544m compared with 564 million last year. CONTACT: MISYS PLC Andrew Farmer Head of Investor Relations Phone: +44 (0) 20 7368 2307 Mobile: +44 (0) 7909 895 094 Susan Cottam Group Communications Director Phone: +44 (0) 20 7368 2305 Mobile: +44 (0) 7957 807 721 NEXTFINE LIMITED: Names Liquidator from Tenon Recovery ------------------------------------------------------ At an Extraordinary General Meeting of the Members of the Nextfine Limited Company on June 3, 2004, the subjoined Special Resolution to wind up the company was passed. Ian William Kings of Tenon Recovery, Tenon House, Ferryboat Lane, Sunderland SR5 3JN has been appointed Liquidator for the purpose of such winding-up. CONTACT: TENON RECOVERY Tenon House Ferryboat Lane Sunderland SR5 3JN Contact: Ian William Kings, Liquidator NORTHERN FOODS: Lodges Annual Report with Listing Authority ----------------------------------------------------------- Copies of (a) Annual report, (b) Annual review, (c) Circular to shareholders, (d) Form of Proxy, and (e) Form of Direction for Participants of the company's Profit Sharing Scheme and Long Term Incentive Plan have been submitted to the U.K. Listing Authority, and will shortly be available for inspection at the U.K. Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Phone: (0) 20 7676 1000. For and on behalf of Northern Foods plc Julian Wild Company Secretary * * * Northern Foods' preliminary results issued early this month showed a pre-tax profit before goodwill amortization and exceptional items of GBP107.0 million down 7.4% year-on-year. OPTICAL CABLE: Creditors Meeting Set July 1 ------------------------------------------- Creditors of Optical Cable Technology Limited Company will have a Meeting on July 1, 2004 at 11:30 a.m. It will be held at 60- 62 Old London Road, Kingston upon Thames, Surrey KT2 6QZ. Creditors who want to be represented at the Meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to Marks Bloom, 60-62 Old London Road, Kingston upon Thames, Surrey KT2 6QZ not later than 12:00 noon, June 30, 2004. CONTACT: MARKS BLOOM 60-62 Old London Road, Kingston upon Thames, Surrey KT2 6QZ Joint Administrator: Andrew John Whelan PDUK SOLUTIONS: Meeting of Creditors Set July 1 ----------------------------------------------- There will be a Creditors Meeting of the PDUK Solutions Limited Company on July 1, 2004 at 10:00 a.m. It will be held at 60-62 Old London Road, Kingston upon Thames, Surrey KT2 6QZ. Creditors who want to be represented at the Meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to Marks Bloom, 60-62 Old London Road, Kingston upon Thames, Surrey KT2 6QZ not later than 12:00 noon, June 30, 2004. CONTACT: MARKS BLOOM 60-62 Old London Road, Kingston upon Thames, Surrey KT2 6QZ Administrator: Andrew John Whelan PERCY THOMAS: To Become Part of Capita Symonds Group ---------------------------------------------------- The administrative receivers of Percy Thomas Architects have sold the company for an undisclosed amount to professional group Capita Symonds. Grant Thornton's Richard Hawes and Nigel Morrison were called in for the firm last week due to cash flow problems. Mr. Hawes said: "We are delighted to have facilitated a speedy sale of the business to Capita, which has avoided uncertainty for the firm's clients and the architectural practice's staff." The company has 170 employees and is one of Wales' oldest and most respected architectural firms. Its flagship projects include the GBP104 million Wales Millennium Center, and Second Severn Crossing. It has offices in London, Bristol, Birmingham and Chinav. Capita Symonds' building design division executive director Andrew Murray said, "We are delighted to welcome Percy Thomas Architects as part of Capita Symonds." The company will be renamed Capita Percy Thomas under new management. "The combination of the resources and strong commercial expertise of one of the U.K.'s largest multi-disciplinary consultancies, with the creativity and flair of Percy Thomas, will both augment our standing in current markets and open the door to new possibilities in other growth sectors," he added. CONTACT: PERCY THOMAS ARCHITECTS 10 Cathedral Road Cardiff CF11 9YF Phone: 02920 224 334 E-mail: nicky.williams@percythomas.com Contact: Nicky Williams, Executive Assistant PLASTIC RECLAMATION: Bibby Factors Appoints Receivers ----------------------------------------------------- Bibby Factors Sussex Limited called in David Rankin and Stephen Leonard Conn of Begbies Traynor as receivers for Plastic Reclamation Limited (Reg No 3595313, Trade Classification: 11). The application was filed June 3, 2004. The company manufactures recycled plastic products. CONTACT: BEGBIES TRAYNOR No 1 Old Hall Street, Liverpool L3 9HF Receivers: David Rankin Stephen Leonard Conn (Office Holder Nos 9287, 1762) PROFESSIONAL CARE: Appoints Tenon Recovery Liquidator ----------------------------------------------------- At an Extraordinary General Meeting of the Members of the Professional Care Homes (Cumbria) Limited Company on June 3, 2004, the subjoined Special Resolution to wind up the company was passed. Ian William Kings of Tenon Recovery, Tenon House, Ferryboat Lane, Sunderland SR5 3JN has been appointed Liquidator for the purpose of such winding-up. CONTACT: TENON RECOVERY Tenon House Ferryboat Lane, Sunderland SR5 3JN Contact: Ian William Kings, Liquidator PYRAMID CONSERVATORIES: Sets Creditors Meeting June 24 ------------------------------------------------------ The Creditors Meeting of the Pyramid Conservatories Limited Company will be on June 24, 2004 at 10:00 a.m. It will be held at Bulman House, Regent Centre, Gosforth, Newcasstle upon Tyne NE3 3LS. Creditors who want to be represented at the Meeting may appoint proxies. Proxy forms must be submitted together with written debt claims to Tait Walker, Bulman House, Regent Centre, Gosforth, Newcastle upon Tyne NE3 3LS not later than 12:00 noon, June 23, 2004. CONTACT: TAIT WALKER Bulman House Regent Centre, Gosforth, Newcastle upon Tyne NE3 3LS Joint Administrators: Gordon S Goldie Allan David Kelly ROYAL & SUNALLIANCE: Downplays Talk of Insurance Operations Sale ---------------------------------------------------------------- Royal & SunAlliance confirmed it is in discussions regarding the disposal of its U.K. Life insurance operations, but warned that the prospect of a deal is yet uncertain. "These discussions are at an early stage and the amounts referred to in the press are purely speculative. As has been indicated for some time, the Group is reviewing options for its U.K. Life insurance operations with respect to releasing capital." According to The Telegraph, Britain's second-largest general insurer is understood to have received an approached from investment vehicle Resolution Life Group. Rumors say Resolution had offered GBP750 million in cash plus a further GBP150 million in deferred cash payments. Analysts have valued the business at around GBP600 million. Other parties linked to a potential offer include Hugh Osmond's investment vehicle, Sun Capital, and Christopher Flowers, the former Goldman Sachs banker. The U.K. Life insurance business closed to new business in 2002 after being pressured by new solvency requirements by the Financial Services, the rising claims in the U.S., and slow down in the market. STELEX LIMITED: Names Receivers from DTE Leonard Curtis ------------------------------------------------------- J M Titley and A Poxon of DTE Leonard Curtis have been appointed joint administrative receivers for Stelex Limited Company. The appointment was made June 8, 2004. The company manufactures metal structures and parts. COMPANY: DTE LEONARD CURTIS DTE House, Hollins Mount, Bury BL9 8AT Receivers: J M Titley A Poxon (IP Nos 8617, 8620) SUTTON CONTRACTS: Creditors General Meeting Set June 29 ------------------------------------------------------- There will be a General Meeting of the unsecured Creditors of Sutton Contracts Limited Company on June 29, 2004 at 11:00 a.m. It will be held at 8 Baker Street, London W1U 3LL. 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, 8 Baker Street, London W1U 3LL not later than 12:00 noon, June 28, 2004. CONTACT: BDO STOY HAYWARD LLP 8 Baker Street, London W1U 3LL Contact: D H Gilbert, Joint Administrative Receiver TELEWEST COMMUNICATIONS: Annual Report Now Available at UKLA ------------------------------------------------------------ A copy of Annual Report 2003: Notice of AGM to be held on 21 July 2004 and Form of Proxy, have been submitted to the U.K. Listing Authority, and will shortly be available for inspection at the U.K. Listing Authority's Document Facility, which is situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, EH14 5HS. Phone: 020 7676 1000. CONTACT: TELEWEST COMMUNICATIONS Jane Hardman Director Of Corporate Communications Phone: 020 7299 5888 WH SMITH: Permira Might Trim Bid by Up to GBP90 Mln, Reports Say ---------------------------------------------------------------- Venture capital group Permira is considering cutting its offer for WH Smith in the face of a multi-million-pension deficit it stands to cover under the deal. Permira plans to offer GBP940 million or GBP375p a share for WH Smith, and is currently undertaking a due diligence on the potential acquisition. Yet, reports over the weekend say the bid might still come up to GBP90 million lower when the review of the company's book is completed. WH Smith's pension fund shortfall is estimated at between GBP200 million and GBP250 million. The company is understood to cover the hole within ten years, and Permira as prospective new owner is under pressure from pension holders to do the same. The Mail on Sunday said that with such concerns Permira's offer might be cut to 330p while the Sunday Express said it would be 340p, valuing the group at GBP850 million. Spokesmen for both Permira and WH Smith declined to comment on the matter, according to The Scotsman. The report came a few days after Martin Taylor, the chairman of pension trustees at WH Smith, denied the company's pension fund deficit has become a stumbling block to the company's takeover negotiations. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Shareholders Total Working Equity Assets Capital Ticker (US$MM) (US$MM) (US$MM) ------ ----------- ------- -------- AUSTRIA ------- Libro A.G. (111) 174 (182) BELGIUM ------- Carestel 178 (68) Real Software 176 17 CZECH REPUBLIC -------------- Ceskomoravska Kolben & Danek Praha Holding (89) 192 (2,186) DENMARK ------- Elite Shipping (28) 101 19 FRANCE ------ Banque Nationale de Paris Guyane BNPG (41) 352 N.A. BSN Glasspack (101) 1,151 179 Charbo de France 4,738 2,868 Compagnie Francaise de l'Afrique Occidentale (65) 256 21 Cofidur S.A. (5) 102 19 European Computer System (110) 682 377 Grande Paroisse S.A. (927) 629 330 Immobiliere Hoteliere (68) 233 29 Pneumatiques Kleber S.A. (34) 480 139 SDR Picardie (135) 413 N.A. Soderag 404 N.A. Sofal S.A. (305) 6,619 N.A. Spie-Batignolles (16) 5,281 75 St Fiacre (FIN) (1) 111 (33) Trouvay Cauvin TRCN (0) 134 10 Usines Chauson (23) 249 35 GERMANY ------- Dortmunder Actien-Brauerei DABG (13) 118 (29) F.A. Guenther & Sohn A.G. GUSG (8) 111 N.A. Kaufring A.G. KAUG (19) 151 (51) Mania Technologi MNI (11) 101 (46) Nordsee A.G. (8) 195 (31) Primacom AG 1,264 (50) Schaltbau A.G. SLTG (16) 163 20 Vereinigter Baubeschlag-Handel Holding A.G. VBHG (24) 307 (63) ITALY ----- Binda S.p.A. BND (11) 129 (20) Coin S.p.A. 974 (97) Credito Fondiario e Industriale S.p.A. CRF (200) 4,218 N.A. NETHERLANDS ----------- Baan Company N.V. BAAN (8) 610 46 Numico N.V. 2,030 83 United Pan-Euro Air UPC (5,266) 5,180 (8,730) NORWAY ------ Pan Fish ASA 807 (259) Petroleum-Geo Services PGO (32) 2,963 (5,250) POLAND ------ Animex S.A. ANX (1) 108 (86) Exbud Skanska S.A. EXBUF (9) 315 (330) Media Capital 399 (85) Mostostal Zabrze (6) 227 (366) Stalexport S.A. (57) 229 (51) RUSSIA ------ Kamchatskenergo 273 (7,870) Zil Auto 333 (10,769) SPAIN ----- Altos Hornos de Vizcaya S.A. (116) 1,283 (278) Santana Motor S.A. (46) 223 41 Sniace S.A. (11) 137 (34) Tableros de Fibr 2,107 (125) SWITZERLAND ----------- Kaba Holding A.G. KABZN (47) 572 278 Swisslog Holding-R 354 151 UNITED KINGDOM -------------- Abbott Mead Vickers (2) 168 (16) Alldays Plc (120) 252 (202) Amey Plc (49) 932 (47) Bonded Coach Holiday Group Plc (6) 188 (44) Blenheim Group (153) 198 (34) Booker Plc BKRUY (60) 1,298 (8) Bradstock Group BDK (2) 269 5 Brent Walker Group BWL (1,774) 867 (1,157) British Nuclear Fuels Plc (2,627) 40,326 (977) British Sky PLC 3,347 (144) Center Parcs (UK) Group Plc (77) 423 (227) Compass Group CPG (668) 2,972 (298) Costain Group 396 4 Dawson Holdings DWSN (29) 142 (29) Dignity PLC 485 (76) Easynet Group 323 38 Electrical and Music EMI Industries Group (885) 3,472 (293) Euromoney 167 2 Gallaher Group GLH (543) 6,304 116 Gartland Whalley (11) 145 (8) Global Green Tech Group (156) 408 (18) Heath Lambert Fenchurch Group PLC (10) 4,109 (10) HMV Group PLC HMV (211) 762 (66) Intertek Testing Services ITRK (134) 508 77 Invensys PLC 5,885 882 IPC Media Ltd. (685) 254 16 Lambert Fenchurch Group (1) 1,827 3 Lattice Group (1,290) 12,410 (1,228) Leeds United 144 (29) Manchester City (17) 154 (21) Misys PLC MSY (161) 949 41 Mytravel Group 2,551 (533) Orange PLC ORNGF (594) 2,902 7 Rentokil Initial Plc RTO (1,130) 3,245 (68) Saatchi & Saatchi SSI (119) 705 (41) Seton Healthcare (11) 157 0 Each Tuesday edition of the TCR-Europe contains a list of companies with insolvent balance sheets based on the latest publicly available balance sheet available to our editors at the time of publication. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Larri-Nil Veloso, Ma. Cristina Canson, Liv Arcipe, and Julybien Atadero, Editors. Copyright 2004. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. 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